Sempra (SRE) 10-K risk factor changes: FY2025 vs FY2024

*When evaluating our company and its [removed: consolidated entities] [added: businesses] and any investment in our or their securities, you should carefully consider the following risk factors and all other information contained in this report and the other documents we file with the SEC (including those filed subsequent to this report).

If any of these risks [removed: occurs,] [added: occur,] our results of operations, financial condition, cash flows and/or prospects could be materially adversely affected, our actual results could differ materially from those expressed or implied in our forward-looking statements, and the trading prices of our securities and those of our [removed: consolidated entities] [added: businesses] could decline.

We are a holding company and substantially all the assets that produce our earnings are owned by our subsidiaries or [added: equity method investees, which are] entities we do not [removed: control, including equity method investments.][added: control.]

Our ability to pay dividends and meet our debt and other obligations largely depends on distributions from our subsidiaries and equity method [removed: investments,] [added: investees,] which in turn depend on their ability to execute their business strategies and generate cash flows in excess of their own expenditures, dividend payments to third-party owners (if any) and debt and other obligations.

In addition, [added: our subsidiaries and] entities accounted for as equity method [removed: investments, which we do not control, and our subsidiaries] [added: investments] are all separate and distinct legal entities that are not obligated to pay dividends or make loans or distributions to us and could be precluded from doing so by legislation, regulation or contractual restrictions, in times of financial distress or in other circumstances.

[removed: The] [added: Any] inability to access capital from our subsidiaries and equity method [removed: investments] [added: investees] could have a material adverse effect on our results of operations, financial condition, cash flows and/or prospects.

Sempra’s rights to the assets of its subsidiaries and equity method [removed: investments] [added: investees] are structurally subordinated to the claims of each entity’s trade and other creditors.

In addition, Sempra may elect to make [added: additional] capital contributions to its [removed: subsidiaries,] [added: subsidiaries or equity method investments,] which are not required to be repaid and are structurally subordinated to claims by creditors of the applicable subsidiary.

In addition, irrespective of whether we control these businesses, we [removed: could] [added: would] be responsible for [added: certain] liabilities or losses related to these [removed: businesses] [added: businesses, may be subject to disproportional funding obligations for certain matters] or [added: priority distributions in favor of other partners or members, and may be required or] elect to make [added: additional] capital contributions to these businesses.

[removed: Activist shareholders] [added: We have been and] may [removed: engage] in [added: the future be subject to activist shareholder attention, including] proxy solicitations, [removed: advance] shareholder proposals or [removed: otherwise attempt] [added: other attempts] to effect changes in or assert influence on our board of directors and management.

In [removed: taking] [added: connection with] these [removed: steps,] [added: efforts,] activist shareholders could seek to acquire our capital stock, [removed: in spite of] [added: despite] the provisions of our [removed: articles of incorporation and bylaws] [added: governing documents] that [removed: could have the effect of delaying, deterring] [added: may delay, deter] or [removed: preventing] [added: prevent] a change of control or other takeover of our [removed: company,] [added: company] even [removed: when] [added: if] our shareholders might [removed: consider] [added: prefer] such a change of [removed: control to be in their best interests.][added: control.]

At certain ownership levels, these [removed: acquisitions of our] common stock [added: acquisitions] could threaten our ability to use some or all of our NOL or tax credit carryforwards if our corporation experiences an “ownership change” under applicable tax rules.

[added: Responding to activist] shareholders can be costly and time-consuming and requires time and attention [removed: by] [added: from] our board of directors and management, diverting their attention from our business strategies.

Successfully [removed: completing] [added: executing] our five-year capital expenditures plan is subject to [removed: certain] risks.

Factors that have historically impacted and could continue to impact the amount, timing and types of capital expenditures we make include the cost and availability of financing; economic and market conditions; regulatory [removed: approvals;] [added: decisions;] changes in tax law; business opportunities providing desirable rates of return; forecasts related to safety, reliability and load growth, gas system [removed: planning,] [added: planning] and transportation electrification; safety and environmental requirements and climate-related policies; and cooperation of [removed: third-parties,] [added: third parties,] including customers, partners, suppliers, lenders and others.

We discuss these and other [removed: relevant factors] [added: risks associated with litigation above] under “Risks Related to All Sempra [removed: Businesses” below.][added: Businesses – Operational Risks.”]

We aim to finance our five-year capital expenditures plan in a manner that will maintain our investment-grade credit ratings and capital structure, but [removed: there can be no guarantee that] we [removed: will] [added: may not] be able to do so.

A significant portion of Oncor’s five-year capital expenditures plan is attributable to [added: addressing] expected growth in [removed: ERCOT, particularly due to increased demand from large commercial and industrial customers.][added: ERCOT.]

The occurrence of any of these [removed: risks] [added: events] could [added: result in a reduction in our expected recovery and] have a material adverse effect on [removed: our] [added: Sempra’s and SDG&E’s] results of operations, financial condition, cash flows and/or prospects.

Settlement provisions contained in [removed: the] forward sale agreements [removed: we may enter into] in connection with our ATM program subject us to certain risks.

In November 2024, Sempra established an ATM program, which we discuss in Note [removed: 12] [added: 13] of the Notes to Consolidated Financial Statements.

[removed: We are permitted to sell shares of our common stock in the ATM program pursuant to] [added: These] forward sale [removed: agreements, which] [added: agreements] grant each counterparty [removed: (each a forward] [added: (forward] purchaser) the right to accelerate its forward sale agreement (or, in certain cases, the portion [removed: thereof that the forward purchaser determines is] affected by the relevant event) and require us to physically settle the forward sale agreement [removed: on a date specified by] [added: upon] the [removed: forward purchaser if, subject to a prior notice requirement:][added: occurrence of certain events, some of which are not within our control.]

A forward purchaser’s decision to exercise [removed: its] [added: this] right [removed: to accelerate all or a portion of the settlement of its forward sale agreement] and [removed: to] require us to physically settle the relevant shares will be made irrespective of our interests, including our [removed: need for capital.][added: capital and other needs.]

In such cases, we could be required to issue and deliver shares of our common stock under the terms of the physical settlement, which would result in dilution to our EPS and may adversely affect the market price of our common [removed: stock, Series C preferred] stock and any [removed: other] series of preferred stock we may issue in the future.

We [removed: will] generally have the right, in lieu of physical settlement of any forward sale agreement, to elect cash or net share settlement in respect of any or all of the shares of our common stock subject to [removed: such] [added: each] forward sale agreement.

If we elect to cash or net share settle all or any part of any forward sale agreement, we would expect to issue a substantially lower number of shares than if we settled by physical delivery, but would not receive the cash for the shares that would have otherwise been issued if we settled the entire forward sale agreement by physical delivery and, as a result, would not derive the same [added: liquidity or] credit metrics benefits.

If the price of our common stock at which [removed: these] purchases are made by [removed: such] [added: a] forward purchaser (or its affiliate) exceeds the applicable forward price, we will pay [removed: such] [added: the] forward purchaser an amount in cash equal to such difference (if we elect to cash settle) or we will deliver to [removed: such] [added: the] forward purchaser a number of shares of our common stock having a market value equal to such difference (if we elect to net share settle).

Any such difference could be significant and could require us to pay a significant amount of cash or deliver a significant number of shares of our common stock to [removed: such] [added: a] forward purchaser.

The purchase of shares of our common stock by a forward purchaser [removed: or] [added: (or] its [removed: affiliate] [added: affiliate)] to unwind the forward purchaser’s hedge position could cause the price of our common stock to increase above the price that would have prevailed in the absence of those purchases (or prevent a decrease in such price), thereby increasing the amount of cash (in the case of cash settlement) or the number of shares (in the case of net share settlement) that we would owe [removed: such] [added: the] forward purchaser upon settlement of the applicable forward sale agreement or decreasing the amount of cash (in the case of cash settlement) or the number of shares (in the case of net share settlement) that [removed: such] [added: the] forward purchaser would owe us upon settlement of the applicable forward sale agreement.

The economic interest, voting rights and market value of our outstanding common [removed: and preferred] stock may be adversely affected by any additional equity securities we may issue.

Any future issuance of equity or convertible debt securities may materially dilute the voting rights and economic interests of holders of our outstanding common [removed: and preferred] stock and materially adversely affect the trading price of our common [removed: and preferred] stock.

[added: ▪shortages of or delays in obtaining equipment, materials, supplies, commodities or labor, which have been and may continue to be] exacerbated by supply chain and gas transportation capacity constraints, tight labor markets, and cost increases due to [removed: inflationary pressures,] [added: inflation,] tariffs or otherwise, that may not be recoverable in a timely manner or at [removed: all; operational restrictions resulting from environmental requirements or governmental interventions or permitting delays; inability to enter into, maintain, extend or replace long-term supply or transportation contracts; and performance below expected levels.][added: all]

Our businesses undertake capital investment projects to construct, replace, operate, maintain and upgrade facilities and systems, but such projects may not be completed or effective at managing these risks and involve significant costs that may not be [removed: recoverable.][added: recoverable in a timely manner or at all.]

We often rely on third parties, including contractors, to perform work related to these projects and other [removed: maintenance] activities, which may subject us to liability for safety issues [removed: and the quality] [added: or lower standards] of work [removed: performed.][added: quality.]

Because some of our facilities are interconnected with those of third parties, including customer-side-of-meter facilities, natural gas pipelines and power generation [removed: facilities that produce most of the power we distribute,] [added: facilities,] the operation of our facilities could also be materially adversely affected by these or similar risks to such third-party systems, which may be unanticipated or uncontrollable by us.

Additional risks associated with our [removed: ability to safely and reliably construct, replace, operate, maintain and upgrade] facilities and systems, which may be beyond our control, include:

[removed: ▪other] [added: ▪worksite accidents and other] incidents impacting the health, [removed: safety,] [added: safety] or security of employees, contractors, the public or our infrastructure

The occurrence of any of these events could affect supply and demand for electricity, natural gas or other forms of energy, cause unplanned outages, damage our assets and/or operations or those of third parties on which our businesses rely, damage property owned by customers or others, and cause personal injury or [removed: death.][added: death, such as recent contractor fatalities on certain Sempra Infrastructure projects under construction.]

In addition, if we are unable to defend and retain title to the properties we own or obtain or retain rights to construct and operate on the properties we do not own in a timely manner, on reasonable terms or at all, we could lose our rights to occupy and use these properties and related facilities, which could prevent, limit or delay existing or proposed operations or projects, increase our costs, and result in breaches of permits or contracts and related [removed: legal costs,] impairments, fines or penalties.

Our [added: employees and contractors may be harmed and our] facilities and infrastructure may be damaged as a result of physical risks, such as extreme temperatures, storms, droughts and other severe weather; natural disasters, including [removed: wildfires (such as the LA Fires),] [added: wildfires,] land movement, earthquakes, and solar flares; climate-related conditions, including sea level rise and coastal erosion; accidents, including [removed: explosions and] [added: explosions,] excavation damage to [removed: pipelines;] [added: pipelines and automobile accidents;] or acts of terrorism, [removed: war,] [added: war] or [removed: criminality.][added: criminality, including physical attacks and unauthorized drone incursions.]

SI Partners, which primarily constitutes our Sempra Infrastructure reportable segment, will be accounted for as an equity method investment subject to closing the planned sale of 45% of our equity interest, which we expect to occur in the second or third quarter of 2026.

We have investments in businesses we do not control or manage or in which we share control, including Oncor and SI Partners (subject to closing our planned sale of a portion of our equity interest in SI Partners).

2025 Form 10-K | 40

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

We discuss these and other relevant factors with respect to each of our businesses below.

We are permitted to sell shares of our common stock in the ATM program pursuant to forward sale agreements, including 4,996,591 shares under existing forward sale agreements that remain subject to future settlement as of February 26, 2026.

2025 Form 10-K | 41

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

At February 19, 2026, we had 653,284,140 shares of our common stock outstanding.

Our infrastructure and its supporting systems subject us to risks.

Our facilities and the systems that interconnect and/or manage them are subject to risks of, among other things:

▪equipment or process failures due to aging infrastructure or otherwise

▪human error

▪loss or outage of a key technology platform or system

▪operational restrictions resulting from governmental interventions, including environmental requirements, or permitting delays

▪inability to enter into, maintain, extend or replace long-term supply or transportation contracts

▪performance below expected levels

2025 Form 10-K | 42

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▪public contact with energized equipment

▪severe weather, which we discuss further in the following risk factor

Efforts to mitigate these risks could decrease revenues and earnings and/or increase costs, which for our regulated utilities may not be recoverable in rates on a timely basis or at all, including expenditures on infrastructure maintenance and resiliency, physical and employee safety and security, emergency preparedness, wildfire mitigation and grid modernization.

2025 Form 10-K | 43

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

We face evolving cybersecurity, technology resiliency and data security and governance risks, including with respect to increasing use of artificial intelligence.

*Cybersecurity and Technology Resiliency*

Adversaries increasingly use artificial intelligence to develop new hacking tools, exploit vulnerabilities, obscure malicious activities and increase the difficulty of detecting threats.

Certain of our key externally hosted systems depend on global cloud service providers as well as their respective vendors, some of which have experienced significant system failures and outages in the past.

*Data Security and Governance*

Our businesses collect, process and retain large volumes of data, including personal, sensitive and confidential information from customers, employees, contractors and other third parties.

Certain of our other businesses may operate in jurisdictions with similar laws.

2025 Form 10-K | 44

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

Our current and potential future uses of such tools (and use by our vendors and agents) may expose us to heightened security and privacy risks as well as operational, legal, and reputational risks.

Data produced by or contained in artificial intelligence tools may contain inaccuracies, and our investments in such technologies and related organizational changes may not deliver the expected benefits, which could result in operational disruptions, inefficiencies, unexpected costs and regulatory disallowances.

Beginning in January 2027, our businesses that are subject to the California Consumer Privacy Act will also be subject to new regulations related to, among other things, the use of artificial intelligence tools to automate certain decisions.

These regulations may limit some potential applications of such technologies, particularly with respect to previously collected personal data.

The regulations require companies to disclose any covered use of such technologies and how the relevant decisions will be made and to allow consumers to opt out of such use, subject to limited exceptions.

The regulations also require companies to conduct risk assessments before initiating certain data processing activities, disclose information about these assessments to the California Privacy Protection Agency, conduct an annual cybersecurity audit and submit a written compliance certification to the agency.

We will continue to incur costs related to our deployment of artificial intelligence and compliance with applicable laws and regulations governing data collection, processing and retention.

We have investments in businesses we do not control or manage or in which we share control.

We have been and may in the future be subject to activist shareholder attention.

Responding to activist

2024 Form 10-K | 38

SDG&E and SoCalGas may be required to make significant expenditures before they can request rate recovery for certain capital projects.

There can be no guarantee that such capital expenditures will be recoverable through rates.

Changes in projected growth in ERCOT could materially impact Oncor’s capital expenditures and consequently our capital expenditures plan.

Furthermore, there can be no guarantee that any of Oncor’s capital expenditures will ultimately be recoverable through rates.

▪the forward purchaser determines in its commercially reasonable judgment that it is unable to hedge in a commercially reasonable manner its exposure to the applicable forward sale agreement because insufficient shares of our common stock are made available for borrowing by securities lenders or that, with respect to borrowing such number of shares of our common stock, it would incur a rate that is greater than the borrow cost specified in the forward sale agreement;

▪we declare any dividend, issue or distribution to existing holders of shares of our common stock that constitutes an extraordinary dividend under the forward sale agreement or is payable in (i) cash in excess of specified amounts (unless it is an extraordinary dividend), (ii) securities of another company that we acquire or own (directly or indirectly) as a result of a spin-off or similar transaction or (iii) any other type of securities (other than our common stock), rights, warrants or other assets for payment at less than the prevailing market price;

▪an event (i) is announced that, if consummated, would result in an extraordinary event (including certain mergers and tender offers, our nationalization, our insolvency and the delisting of the shares of our common stock) or (ii) occurs that would constitute a hedging disruption or change in law;

▪an ownership event (as such term is defined in the forward sale agreement) occurs; or

▪certain other events of default, termination events or other specified events occur, including, among other things, a change in law.

2024 Form 10-K | 39

At February 19, 2025, we had 651,457,249 shares of our common stock and 900,000 shares of our non-convertible series C preferred stock outstanding.

The dividend requirements of our preferred stock subject us to risks.

Any failure to pay scheduled dividends on our series C preferred stock when due would have a material adverse impact on the market price of our securities and would prohibit us, under the terms of the series C preferred stock, from paying cash dividends on or repurchasing shares of our common stock (subject to limited exceptions) until we have paid all accumulated and unpaid dividends on the series C preferred stock.

Additionally, the terms of the series C preferred stock generally provide that if dividends on any shares of the preferred stock have not been declared and paid or have been declared but not paid for three or more semi-annual dividend periods, the holders of the preferred stock would be entitled to elect two additional members to our board of directors, subject to certain terms and limitations.

Our businesses are subject to risks arising from their infrastructure and systems that support this infrastructure.

Our facilities and the systems that interconnect and/or manage them are subject to risks of, among other things, equipment or process failures due to aging or degrading infrastructure or otherwise; human error; loss or outage of a key technology platform or system; shortages of or delays in obtaining equipment, materials, commodities or labor, which have been and may in the future be

2024 Form 10-K | 40

Insurance coverage for these costs may continue to increase or become prohibitively expensive, be disputed by insurers, or become unavailable for certain of these risks or at adequate levels or in certain geographic locations, and any insurance proceeds may be insufficient to cover our losses or liabilities due to limitations, exclusions, high deductibles, failure to comply with procedural requirements or other factors.

2024 Form 10-K | 41

We face evolving cybersecurity and technology resiliency risks associated with the energy grid, pipelines, storage and other infrastructure as well as the collection of personal, sensitive and confidential information.

These activities and projects involve significant employee time, as well as substantial capital resources that may not be recoverable in rates or, with respect to our businesses that are not regulated utilities, may not be

2024 Form 10-K | 42

able to be passed through to customers.

In some cases, applicable compliance requirements may cost more than the potential funding opportunity, limiting our ability to pursue available funding.

For SoCalGas, negotiations for a new collective bargaining agreement are presently ongoing.

Until a new collective bargaining agreement is ratified by employees, there could be labor disruptions.

In addition, many of these arrangements and relationships with counterparties are important for the development, construction and operation of our projects and growth of our businesses.

In addition, Sempra Infrastructure’s ECA Regas Facility has long-term capacity agreements with a limited number of counterparties and also enters into short-term and/or long-term supply agreements to purchase LNG to be received, stored and regasified for sale to other parties.

Cameron LNG JV has long-term liquefaction and regasification tolling agreements with three counterparties that collectively subscribe for the full nameplate capacity of the Cameron LNG Phase 1 facility, and long-term sale and purchase agreements are in place for the expected capacity at the ECA LNG Phase 1 and PA LNG Phase 1 projects under construction.

2024 Form 10-K | 43

issues which we have experienced in the past.

Sempra Infrastructure engages in JVs and invests in companies in which other equity partners have or share with us control over the applicable project or investment.

Sempra Texas also invests in companies it does not control or manage.

▪limiting flexibility to pursue strategic opportunities or react to business developments or industry changes

Sempra aims to maintain or improve its credit ratings, but we may not be able to do so.

2024 Form 10-K | 44

| [Results of Operations by [removed: Registrant](#i10f271f6fc904f96965719448d0980a5_112)] [added: Registrant](#i1d146874651f44939f0c84f68e3b71f1_115)] | | | [removed: [67](#i10f271f6fc904f96965719448d0980a5_112)] [added: [73](#i1d146874651f44939f0c84f68e3b71f1_115)] | | |

| [Capital Resources and [removed: Liquidity](#i10f271f6fc904f96965719448d0980a5_181)] [added: Liquidity](#i1d146874651f44939f0c84f68e3b71f1_193)] | | | [removed: [82](#i10f271f6fc904f96965719448d0980a5_181)] [added: [88](#i1d146874651f44939f0c84f68e3b71f1_193)] | | |

Our businesses invest [removed: in, develop] [added: in] and operate [removed: energy infrastructure, and provide] electric and gas [added: utilities and other energy infrastructure that provide energy] services to customers.

SDG&E and SoCalGas each [removed: has] [added: have] one reportable segment.

Below are significant events, including major project updates, that affected our business in [removed: 2024] [added: 2025] and may continue to affect our future results:

[removed: ▪The] [added: As we discuss in Note 4 of the Notes to Consolidated Financial Statements, in December 2024, the] CPUC approved an FD in the [added: 2024] GRC for [added: SDG&E and SoCalGas that authorizes] SDG&E’s and SoCalGas’ revenue requirements for 2024 and attrition year adjustments for 2025 through [removed: 2027][added: 2027, inclusively.]

[removed: ▪The] [added: In December 2025, the] CPUC approved an FD [removed: to modify the CCM and update] [added: in] SDG&E’s and SoCalGas’ [added: applications seeking to update their] cost of [removed: capital] [added: capital,] effective January 1, [removed: 2025][added: 2026 through December 31, 2028, subject to the CCM.]

[removed: ▪The] [added: In December 2024, the] FERC issued an order, which SDG&E has appealed, finding that [added: SDG&E is not eligible for] the [added: California ISO adder and that the] TO5 adder refund provision [removed: has] [added: had] been triggered, requiring SDG&E to refund customers the California ISO adder retroactively from June 1, [removed: 2019][added: 2019.]

[removed: ▪SDG&E submitted its TO6 filing to the FERC, which] [added: In December 2024,] the FERC accepted [removed: but] [added: SDG&E’s TO6 filing, subject to refund;] suspended the effective date to June 1, [removed: 2025] [added: 2025; established hearing] and [added: settlement judge procedures; and] disallowed [added: the] inclusion of the California ISO adder, [added: the last of] which SDG&E has [removed: appealed][added: appealed.]

Throughout [removed: the] [added: this] MD&A, our references to earnings represent earnings attributable to common shares.

][added: 20231231form10k.jpg](https://www.sec.gov/Archives/edgar/data/1032208/000103220826000010/sre-20251231_g1.jpg)]

We discuss herein Sempra’s results of operations and significant changes in earnings, revenues and costs by segment, as well as Parent and other, for the year ended December 31, [removed: 2024] [added: 2025] compared to the year ended December 31, [removed: 2023.][added: 2024.]

For a discussion of our results of operations and significant changes in earnings, revenues and costs for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] refer to “[Part II – Item 7.

MD&A – Results of [removed: Operations](https://www.sec.gov/Archives/edgar/data/92108/000103220824000007/sre-20231231.htm#i34202851bc92405e8a628240d0837aab_109)”] [added: Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001032208/000103220825000012/sre-20241231.htm#i10f271f6fc904f96965719448d0980a5_115)”] in our [removed: 2023] [added: 2024] annual report on [Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/92108/000103220824000007/sre-20231231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001032208/000103220825000012/sre-20241231.htm#fact-identifier-78)] filed with the SEC on February [removed: 27, 2024.][added: 25, 2025.]

[removed: ][added: ]

| EARNINGS [added: (LOSSES)] BY SEGMENT | | | | | | | | | | | | | | | | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Sempra California | | | $ | [removed: 1,846] [added: 1,428] | | | | | $ | [removed: 1,747] [added: 1,846] | | | | | $ | [removed: 1,514] [added: 1,747] | |

| Sempra Texas Utilities | | | [removed: 781] [added: 861] | | | | | | [removed: 694] [added: 781] | | | | | | [removed: 736] [added: 694] | | |

| Sempra Infrastructure | | | [removed: 911] [added: (160)] | | | | | | [removed: 877] [added: 911] | | | | | | [removed: 310] [added: 877] | | |

| Segment earnings attributable to common shares | | | [removed: 3,538] [added: 2,129] | | | | | | [removed: 3,318] [added: 3,538] | | | | | | [removed: 2,560] [added: 3,318] | | |

| Parent and other | | | [removed: (721)] [added: (333)] | | | | | | [removed: (288)] [added: (721)] | | | | | | [removed: (466)] [added: (288)] | | |

| Earnings attributable to common shares | | | $ | [removed: 2,817] [added: 1,796] | | | | | $ | [removed: 3,030] [added: 2,817] | | | | | $ | [removed: 2,094] [added: 3,030] | |

In [removed: 2024] [added: 2025] compared to [removed: 2023,] [added: 2024,] the [removed: increase] [added: decrease] in earnings of [removed: $99] [added: $418] million [removed: (6%) to $1.8 billion] [added: (23%)] was primarily due to:

[removed: ▪$217] [added: ▪$13] million [removed: higher] [added: lower] income tax benefits primarily from flow-through items, including [removed: higher] gas repairs tax [removed: benefits,] [added: benefits] offset by [removed: $25 million related to income tax benefits in 2023] [added: the impacts] from [removed: previously unrecognized income tax benefits pertaining] [added: the election] to [removed: gas repairs expenditures][added: accelerate self-developed software deductions]

[removed: ▪$12] [added: ▪$6] million higher electric transmission margin

[removed: ▪$12] [added: ▪$17] million higher AFUDC equity [added: primarily at Sempra Infrastructure]

[removed: ▪$11] [added: ▪$12] million higher net regulatory interest income

[removed: ▪$9] [added: ▪$115] million higher CPUC base operating [removed: margin authorized for 2024,] [added: margin,] net of operating [removed: expenses,] [added: expenses] including higher [added: depreciation and $25 million lower] authorized cost of capital

▪$89 million charge in 2024 for amounts relating to the FERC order finding that the TO5 adder refund provision has been triggered, requiring SDG&E to refund customers the California ISO adder retroactively from June 1, [removed: 2019, which we discuss in Note 4 of the Notes to Consolidated Financial Statements][added: 2019]

[removed: ▪$60] [added: ▪$63] million higher net interest expense

▪$15 million impairment [added: in 2024] from disallowed capital costs in the 2024 GRC FD

In [removed: 2024] [added: 2025] compared to [removed: 2023,] [added: 2024,] the increase in earnings of [removed: $87 million (13%) to $781] [added: $80] million [added: (10%)] was primarily due to higher equity earnings from Oncor Holdings driven by:

[removed: ▪write-off of rate base disallowances in 2023 resulting from the PUCT’s final order in Oncor’s] [added: ▪Oncor filed its 2025] comprehensive base rate review [added: and expects to receive a final order from the PUCT in the first half of 2026]

▪higher interest expense and depreciation expense [removed: attributable to] [added: associated with] increases in invested capital

In [removed: 2024] [added: 2025] compared to [removed: 2023,] [added: 2024,] the [removed: increase] [added: decrease] in [added: SoCalGas’] earnings of [removed: $34 million (4%) to $911] [added: $90] million [added: (9%)] was primarily due to:

[removed: ▪$499] [added: ▪$445] million [removed: favorable] [added: unfavorable] impact from foreign currency and inflation effects on our monetary positions in Mexico, comprised of a [removed: $263] [added: $181] million [removed: favorable] [added: unfavorable] impact in [removed: 2024] [added: 2025] compared to a [removed: $236] [added: $264] million [removed: unfavorable] [added: favorable] impact in [removed: 2023][added: 2024]

[removed: ▪$47] [added: ▪$30] million [removed: favorable] [added: unfavorable] impact in interest expense from [removed: $30 million] unrealized gains in 2024 [removed: compared to $17 million unrealized losses in 2023] on interest rate swaps related to the PA LNG Phase 1 project

[removed: ▪$21 million favorable impact from $20] [added: ▪$43] million [added: lower] income tax benefit [removed: in 2024 compared to $1 million income tax expense in 2023] primarily from outside basis differences and [added: the] remeasurement of [added: certain] deferred [added: income] taxes

[removed: ▪$463] [added: ▪$52] million from asset and supply optimization driven by [added: higher optimization of transport and storage contracts, higher LNG diversion fees and lower] unrealized losses [removed: in 2024 compared to unrealized gains in 2023] on commodity derivatives due to changes in natural gas prices [removed: and lower LNG diversion fees]

| [Overview](#i1d146874651f44939f0c84f68e3b71f1_112) | | | [72](#i1d146874651f44939f0c84f68e3b71f1_112) | | |

| [Sempra](#i1d146874651f44939f0c84f68e3b71f1_118) | | | [73](#i1d146874651f44939f0c84f68e3b71f1_118) | | |

| [SDG&E](#i1d146874651f44939f0c84f68e3b71f1_169) | | | [83](#i1d146874651f44939f0c84f68e3b71f1_169) | | |

| [SoCalGas](#i1d146874651f44939f0c84f68e3b71f1_181) | | | [86](#i1d146874651f44939f0c84f68e3b71f1_181) | | |

| [Critical Accounting Estimates](#i1d146874651f44939f0c84f68e3b71f1_250) | | | [108](#i1d146874651f44939f0c84f68e3b71f1_250) | | |

| [New Accounting Standards](#i1d146874651f44939f0c84f68e3b71f1_253) | | | [112](#i1d146874651f44939f0c84f68e3b71f1_253) | | |

▪*Sempra* is a holding company whose principal businesses are regulated utilities in California and Texas.

▪The 2025 Wildfire Legislation was signed into law and established, among other things, an $18 billion Continuation Account that would provide additional liquidity to reimburse catastrophic wildfire-related claims incurred by large California electric IOUs if the Wildfire Fund is depleted, and a multi-stakeholder task force, coordinated by the Wildfire Fund’s administrator, to prepare and submit to the California legislature and Governor of California on or before April 1, 2026, a report that evaluates and sets forth recommendations on new models to complement or replace the Wildfire Fund

▪The CPUC issued an FD for SDG&E’s and SoCalGas’ cost of capital for 2026 through 2028

▪The CPUC issued an FD in SDG&E’s 2024 GRC Track 2 request that authorizes partial recovery of SDG&E’s WMP costs

▪In June 2025, Texas House Bill 5247, which established the UTM, was signed into law and became effective

▪In September 2025, we entered into an agreement to sell 45% of our equity interest in SI Partners to the KKR Partners for an aggregate base purchase price of approximately $9.99 billion, subject to adjustments, and expect the sale to close in the second or third quarter of 2026, subject to closing conditions

▪In December 2025, we entered into an agreement to sell Ecogas for 9.0 billion Mexican pesos (approximately $500 million U.S. dollar-equivalent at December 31, 2025), subject to adjustments, and expect the sale to close in the second or third quarter of 2026, subject to closing conditions

▪We sold a 49.9% equity interest in the PA LNG Phase 2 project to Blackstone

▪SI Partners reached a positive FID on the PA LNG Phase 2 project and issued a full notice-to-proceed under Bechtel’s fixed-price EPC contract

▪We invested $12.6 billion in capital expenditures and investments

2025 Form 10-K | 72

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2025 Form 10-K | 73

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

▪$432 million charge in 2025 from regulatory disallowances related to 2019 through 2024 associated with the 2024 GRC Track 2 FD, which we discuss in Note 4 of the Notes to Consolidated Financial Statements

▪$25 million charge in 2025 from disallowed regulatory recovery of COVID-19 costs

▪$148 million higher CPUC base operating margin, net of operating expenses including higher depreciation, $44 million lower authorized cost of capital and a $32 million charge from regulatory disallowances associated with the 2024 GRC Track 2 FD related to 2025

◦the establishment of the UTM

◦higher annual energy efficiency program performance bonus

In 2025 compared to 2024, losses were $160 million compared to earnings of $911 million primarily due to:

▪$703 million income tax expense in 2025 as a result of management’s decision to classify SI Partners and Ecogas as held for sale, comprised of the following:

◦$693 million income tax expense to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners

◦$10 million income tax expense due to the recognition of a deferred tax liability on our outside basis difference in Ecogas

▪$27 million unfavorable impact related to a customer’s early termination of firm transportation agreements, including interest expense

2025 Form 10-K | 74

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

▪$38 million lower O&M in 2025 primarily from lower provisions for expected credit losses

▪$37 million lower depreciation expense as a result of management's decision to classify SI Partners and Ecogas as held for sale

▪$31 million higher revenues driven by satisfaction of performance obligations related to customer payments received in advance from a contract modification in December 2024 on an LNG storage and regasification agreement that ended in December 2025

▪$13 million higher net interest income primarily from a change in the fair value of the Support Agreement

▪$191 million net income tax benefit in 2025 from changes to a valuation allowance against certain tax credit carryforwards offset by changes in state income tax apportionment as a result of management’s decision to classify SI Partners as held for sale

▪$22 million income tax benefit in 2025 from the impacts of the OBBBA

▪$19 million higher net investment gains on dedicated assets in support of our employee nonqualified benefit plan and deferred compensation plan

▪$15 million lower preferred dividends

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Overview](#i10f271f6fc904f96965719448d0980a5_109) | | | [66](#i10f271f6fc904f96965719448d0980a5_109) | | |

| [Sempra](#i10f271f6fc904f96965719448d0980a5_115) | | | [67](#i10f271f6fc904f96965719448d0980a5_115) | | |

| [SDG&E](#i10f271f6fc904f96965719448d0980a5_157) | | | [77](#i10f271f6fc904f96965719448d0980a5_157) | | |

| [SoCalGas](#i10f271f6fc904f96965719448d0980a5_169) | | | [80](#i10f271f6fc904f96965719448d0980a5_169) | | |

| [Critical Accounting Estimates](#i10f271f6fc904f96965719448d0980a5_238) | | | [101](#i10f271f6fc904f96965719448d0980a5_238) | | |

| [New Accounting Standards](#i10f271f6fc904f96965719448d0980a5_241) | | | [105](#i10f271f6fc904f96965719448d0980a5_241) | | |

▪*Sempra* is a California-based holding company with energy infrastructure investments in North America.

▪In December 2024, we received net proceeds of $1.2 billion from the issuance of 17,142,858 shares of Sempra common stock from the settlement of forward sale agreements entered into in November 2023

▪We established an ATM program providing for the offer and sale of shares of Sempra common stock having an aggregate gross sales price of up to $3.0 billion, and entered into a forward sale agreement under the ATM program for the sale of 2,909,274 shares with net proceeds expected to be approximately $268 million

▪The CPUC approved an FD in the SB 380 OII finding that the Aliso Canyon natural gas storage facility is currently necessary for natural gas and electric reliability and affordable rates and closed the OII (subject to future CPUC biennial reviews and potential additional proceedings)

▪The PUCT approved approximately $2.9 billion of capital expenditures and approximately $520 million of O&M under Oncor’s inaugural system resiliency plan

▪Sempra Infrastructure advanced construction of the ECA LNG Phase 1 project and PA LNG Phase 1 project and entered into an EPC contract with Bechtel for the proposed PA LNG Phase 2 project

▪Sempra Infrastructure commenced commercial operations at its refined products terminal in Topolobampo

2024 Form 10-K | 66

▪Sempra Infrastructure made a positive final investment decision on and began construction of the Cimarrón Wind project

▪We resolved all VAT and legal matters related to and substantially completed liquidation of our equity method investment in RBS Sempra Commodities LLP

2024 Form 10-K | 67

◦updates to transmission billing units

◦base rates implemented in May 2023

◦lower customer consumption primarily attributable to weather

2024 Form 10-K | 68

▪$61 million favorable impact from $19 million net interest income in 2024 compared to $42 million net interest expense in 2023 primarily due to higher capitalization of interest expense in 2024 from projects under construction

▪$79 million from the transportation business driven by lower equity earnings and revenues, including the cumulative impact of new tariffs going into effect in June 2023 for certain pipelines in Mexico and a customer’s early termination of firm transportation agreements in 2023

▪$15 million from the renewables business driven by lower volumes from wind power generation assets

▪$14 million from lower revenues in 2024 offset by higher O&M in 2023 from a provision for expected credit losses on a customer’s past due receivable balance

▪$23 million income tax benefit in 2023 from the remeasurement of certain deferred income taxes

▪$5 million related to settlement charges from our non-qualified pension plan in 2024

2024 Form 10-K | 69

▪$31 million lower franchise fee revenues

▪$26 million lower regulatory revenues in 2023 from the recognition of previously unrecognized income tax benefits pertaining to gas repairs expenditures, which are offset in income tax expense

2024 Form 10-K | 70

▪$9 million lower franchise fee revenues

▪$105 million lower utility-owned generation costs

▪$129 million from realized losses in 2024 compared to realized gains in 2023 on derivative contracts for fixed-price natural gas, which are entered into to hedge the cost of electric fuel

2024 Form 10-K | 71

▪$45 million lower transportation revenues

▪$25 million from lower volumes from wind power generation assets

▪$99 million at TdM driven by $111 million from lower natural gas prices offset by $11 million from higher volumes

Sempra, SDG&E, SoCalGas and [removed: Sempra Infrastructure] [added: SI Partners] maintain separate risk management committees, organizations and processes to provide oversight of these activities for their respective businesses.

SDG&E and SoCalGas use natural gas derivatives and SDG&E uses electricity derivatives [removed: to manage] [added: with the objective of managing] natural gas and electric price [added: and basis] risk associated with servicing load requirements.

We discuss revenue recognition in Note 3 and additional market-risk information regarding derivative instruments in Note [removed: 9] [added: 10] of the Notes to Consolidated Financial Statements.

The following [removed: discussion] [added: discussions] of these primary market-risk exposures as of December 31, [removed: 2024] [added: 2025] includes [removed: a discussion] [added: discussions] of how these exposures are managed.

[removed: Sempra Infrastructure] [added: SI Partners] is exposed to commodity price risk indirectly through its LNG, natural gas pipelines and storage, and power-generating assets.

[removed: Sempra Infrastructure] [added: SI Partners] has utilized and may continue to utilize commodity contracts, including physical [added: and financial derivatives, in an effort to mitigate these risks and optimize the value of these assets.]

A hypothetical 10% change in commodity prices would have resulted in a change in the fair value of our commodity-based natural gas and electricity derivatives of [removed: $13] [added: $11] million and [removed: $14] [added: $13] million at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

However, SoCalGas may, at times, be exposed to market risk as a result of the GCIM, which [removed: rewards] [added: awards] or penalizes the utility for commodity costs below or above certain benchmarks.

The one-day VaR for SDG&E’s and SoCalGas’ commodity positions were [removed: both] $2 million [added: and $6 million, respectively,] at December 31, [removed: 2024] [added: 2025] and [added: both] $2 million [removed: and $4 million, respectively,] at December 31, [removed: 2023.][added: 2024.]

Subject to regulatory constraints, we periodically enter into interest rate swap agreements [added: intended] to moderate our exposure to interest rate changes and to lower our overall cost of borrowing.

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | |

| | | | [removed: Sempra] [added: Sempra(2)] | | | | | | SDG&E | | | | | | SoCalGas | | | Sempra | | | | | | SDG&E | | | | | | SoCalGas | | |

| Sempra California | | | $ | [removed: 1,454] [added: 1,436] | | | | | $ | [removed: 417] [added: 532] | | | | | $ | [removed: 1,037] [added: 904] | | $ | [removed: 947] [added: 1,454] | | | | | $ | [removed: —] [added: 417] | | | | | $ | [removed: 947] [added: 1,037] | |

| Other | | | [removed: 562] [added: 2,733] | | | | | | — | | | | | | — | | | [removed: 1,397] [added: 562] | | | | | | — | | | | | | — | | |

| Sempra California fixed-rate | | | $ | [removed: 16,309] [added: 17,909] | | | | | $ | [removed: 8,950] [added: 9,800] | | | | | $ | [removed: 7,359] [added: 8,109] | | $ | [removed: 15,109] [added: 16,309] | | | | | $ | [removed: 8,350] [added: 8,950] | | | | | $ | [removed: 6,759] [added: 7,359] | |

| Other fixed-rate | | | [removed: 15,527] [added: 11,958] | | | | | | — | | | | | | — | | | [removed: 11,317] [added: 15,527] | | | | | | — | | | | | | — | | |

| Other variable-rate | | | [removed: 1,063] [added: —] | | | | | | — | | | | | | — | | | [removed: 890] [added: 1,063] | | | | | | — | | | | | | — | | |

If weighted-average interest rates on short-term debt outstanding at December 31, [removed: 2024] [added: 2025, including short-term debt classified as held for sale,] increased or decreased by 10%, the change in earnings attributable to common shares over the 12-month period ending December 31, [removed: 2025] [added: 2026] would be approximately [removed: $7] [added: $14] million.

If interest rates increased or decreased by 10% on all variable-rate long-term debt [added: outstanding] at December 31, [removed: 2024,] [added: 2025, all of which relates to variable-rate long-term debt classified as held for sale,] after considering the effects of interest rate swaps, the change in earnings attributable to common shares over the 12-month period ending December 31, [removed: 2025] [added: 2026] would be approximately [removed: $3] [added: $4] million.

We provide further information about debt and interest rate swap transactions in Notes [removed: 6] [added: 7] and [removed: 9,] [added: 10,] respectively, of the Notes to Consolidated Financial Statements.

[removed: However, we] [added: We] expect the effects of these fluctuations, as they relate to Sempra California, to be reflected in future rates.

The hypothetical effect for every 10% appreciation in the U.S. dollar against the Mexican peso, in which we have operations and investments, [removed: are] [added: is] as follows:

| Translation of [removed: 2024] [added: 2025] earnings to U.S. dollars(2) | | | $ | (2) | |

| Transactional exposure(3) | | | [removed: 151] [added: 124] | | |

| Translation of net assets of foreign subsidiaries and investment in foreign entities(4) | | | [removed: (18)] [added: (24)] | | |

*(3)* *Amount primarily represents the effects of currency exchange rate movement from December 31, [removed: 2024] [added: 2025] on monetary assets and liabilities and remeasurement of [removed: non-U.S.] [added: foreign] deferred income tax balances at our Mexican subsidiaries.*

*(4)* *Amount represents the effects of currency exchange rate movement from December 31, [removed: 2024] [added: 2025] that would be recorded to OCI at the end of the reporting period.*

Monetary assets and liabilities at our Mexican subsidiaries and [removed: JVs] [added: equity method investees] that are denominated in U.S. dollars may fluctuate significantly throughout the year.

Based on a net monetary liability position of $4.5 billion, including those related to our [removed: investments in JVs,] [added: equity method investments,] at December 31, [removed: 2024,] [added: 2025,] the hypothetical effect of a 10% increase in the Mexican inflation rate is approximately $89 million lower earnings attributable to common shares as a result of higher income tax expense for our consolidated entities, as well as lower equity earnings for our [removed: JVs.][added: equity method investees.]

In [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] SDG&E and SoCalGas experienced inflationary pressures from increases in various costs, including the cost of natural gas, electric fuel and purchased power, labor, [removed: materials] [added: materials, equipment] and supplies, as well as [added: decreased] availability of [removed: labor and materials.][added: many of these items.]

During this period, Sempra Texas Utilities experienced increased costs, including labor and contractor-related [removed: costs] [added: costs, materials, equipment and supplies,] as well as higher insurance premiums, and does not have specific regulatory mechanisms that allow for recovery of higher non-reconcilable costs due to inflation; rather, recovery is limited to rate updates through capital [removed: trackers] [added: trackers, UTM filings] and base rate reviews, which may result in partial non-recovery due to [removed: the] regulatory lag.

If such costs continue to be subject to [removed: significant] inflationary pressures and we are not able to fully recover such higher costs in rates or there is a delay in recovery, these increased costs may have a significant effect on Sempra’s, SDG&E’s and SoCalGas’ results of operations, financial condition, cash flows and/or prospects.

In [removed: 2024] [added: 2025] and [removed: 2023, Sempra Infrastructure] [added: 2024, SI Partners] experienced inflationary pressures from increases in various costs, including the cost of [added: commodities,] labor, [removed: materials] [added: materials, equipment] and [removed: supplies.][added: supplies, as well as decreased availability of many of these items.]

[removed: Sempra Infrastructure] [added: SI Partners] generally secures long-term contracts that are U.S. dollar-denominated or referenced and are periodically adjusted for market factors, including inflation, and [removed: Sempra Infrastructure] [added: SI Partners] generally enters into lump-sum contracts for its large construction projects in which much of the risk during construction is absorbed or hedged by the EPC contractor.

If additional costs become subject to [removed: significant] inflationary pressures, we may not be able to fully recover such higher costs through contractual adjustments for inflation, which may have a significant effect on Sempra’s results of operations, financial condition, cash flows and/or prospects.

2025 Form 10-K | 112

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

*(2)* *Excludes $8,287 that is included in Liabilities Held for Sale on the Sempra Consolidated Balance Sheet, which consists of $362 of short-term debt, $5,766 of long-term fixed-rate debt, and $2,159 of long-term variable-rate debt.*

2025 Form 10-K | 113

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

At December 31, 2025, SI Partners, which holds our foreign operations, is classified as held for sale.

Upon completion of the sale, which we expect to occur in the second or third quarter of 2026, we will deconsolidate SI Partners and account for our remaining 25% interest under the equity method, thereby reducing volatility in our results of operations associated with foreign currency exchange rate fluctuations and Mexican inflation.

2024 Form 10-K | 105

and financial derivatives, in an effort to mitigate these risks and optimize the value of these assets.

| Sempra California variable-rate | | | — | | | | | | — | | | | | | — | | | 400 | | | | | | 400 | | | | | | — | | |

2024 Form 10-K | 106

Our businesses invest [removed: in, develop] [added: in] and operate [removed: energy infrastructure, and provide] electric and gas [added: utilities and other energy infrastructure that provide energy] services to customers.

SDG&E and SoCalGas each [removed: has] [added: have] one reportable segment.

SDG&E is a regulated public utility that provides electric services to a population of, at December 31, [removed: 2024,] [added: 2025,] approximately 3.6 million and natural gas services to approximately 3.3 million of that population, covering an approximate 4,100 square mile service territory in Southern California that encompasses San Diego County and an adjacent portion of Orange County.

SDG&E’s assets at December 31, [removed: 2024] [added: 2025] covered the following territory:

[removed: ][added: ]

These electric facilities are primarily in the San Diego, Imperial and Orange counties of [removed: California,] [added: California] and in Arizona and Nevada and consisted of [removed: 2,021] [added: 2,018] miles of transmission lines, [removed: 24,149] [added: 24,210] miles of distribution lines and [removed: 159] [added: 158] substations at December 31, [removed: 2024.][added: 2025.]

SDG&E’s Sunrise Powerlink is a 500-kV transmission line constructed by SDG&E [removed: and operated by the California ISO.][added: that extends across Southern California.]

Both of these lines [added: are operated by the California ISO and] together provide SDG&E with import capability of 3,900 MW of power.

SDG&E’s electric resources at December 31, [removed: 2024] [added: 2025] were as follows:

| Owned generation facilities, natural gas(2) | | | | | | [removed: 1,204] [added: 1,217] | | | [removed: 24] [added: 26] | | % |

| Other | | | [removed: 2025] [added: 2027] and thereafter | | | [removed: 155] [added: 30] | | | [removed: 3] [added: 1] | | |

| Tolling and other | | | [removed: 2025] [added: 2026] to 2042 | | | [removed: 1,113] [added: 1,023] | | | [removed: 23] [added: 21] | | |

| Total | | | | | | [removed: 4,916] [added: 4,778] | | | 100 | | % |

*(1)* *Excludes approximately [removed: 367] [added: 482] MW of energy storage owned and approximately 632 MW of energy storage contracted.*

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | |

| Commercial | | | [removed: 31,313] [added: 31,605] | | | | | | [removed: 1,363] [added: 1,281] | | | [removed: 1,868] [added: 1,363] | | | [removed: 2,850] [added: 1,868] | | |

| Industrial | | | [removed: 319] [added: 324] | | | | | | [removed: 441] [added: 296] | | | [removed: 670] [added: 441] | | | [removed: 909] [added: 670] | | |

| Street and highway lighting | | | [removed: 1,574] [added: 1,545] | | | | | | [removed: 55] [added: 56] | | | [removed: 77] [added: 55] | | | [removed: 101] [added: 77] | | |

| CCA and DA | | | [removed: 1,213,258] [added: 1,229,624] | | | | | | [removed: 13,484] [added: 13,903] | | | [removed: 12,228] [added: 13,484] | | | [removed: 9,900] [added: 12,228] | | |

Most customers receive electric [removed: procurement] [added: commodity] service from a load-serving entity other than SDG&E through programs such as CCA and DA.

[removed: As a result of customers electing CCA and DA services,] [added: Due to this departed load,] SDG&E’s historical energy procurement commitments for future deliveries exceed the needs of its remaining bundled customers.

The framework is intended to more equitably allocate SDG&E’s [added: historical energy] procurement cost obligations among customers served by SDG&E and customers now served by CCA and DA.

San Diego’s mild climate [removed: and SDG&E’s robust energy efficiency programs contribute] [added: contributes] to lower consumption by our customers.

At December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] the residential and commercial rooftop solar capacity in SDG&E’s territory totaled [removed: 2,318] [added: 2,452] MW, [removed: 2,154] [added: 2,318] MW and [removed: 1,864] [added: 2,154] MW, respectively.

Electricity demand is dependent on the health and expansion of the Southern California economy, prices of alternative energy products, consumer [removed: preference,] [added: preferences,] environmental regulations, legislation, renewable power generation, [removed: the effectiveness of energy efficiency programs,] demand-side management impact and [removed: DER.][added: DER, among other factors.]

California’s energy policy supports increased electrification, [removed: particularly electrification of vehicles,] which could [removed: significantly] increase [removed: sales] [added: electric] volumes [added: sold] in the coming years.

In addition, the electric industry is undergoing rapid technological change, and [removed: third-party] [added: third party] energy storage alternatives and other technologies may increasingly compete with SDG&E’s traditional transmission and distribution infrastructure in delivering electricity to consumers.

SoCalGas is a regulated public utility that owns and operates a natural gas distribution, transmission and storage system that delivers natural gas to a population of, at December 31, [removed: 2024,] [added: 2025,] approximately [removed: 21.1] [added: 21.3] million, covering an approximate 24,000 square mile service territory that encompasses Southern California and portions of central California (excluding San Diego County, the City of Long Beach and the desert area of San Bernardino County).

SoCalGas’ assets at December 31, [removed: 2024] [added: 2025] covered the following territory:

[removed: ][added: ]

Natural Gas Procurement and Transportation. At December 31, [removed: 2024,] [added: 2025,] SoCalGas’ natural gas facilities included [removed: 3,037] [added: 52,765] miles of [removed: transmission and storage] [added: distribution] pipelines, [removed: 52,567] [added: 3,030] miles of [removed: distribution] [added: transmission and storage] pipelines, [removed: 48,999] [added: 48,900] miles of service pipelines and [removed: nine] [added: seven] transmission compressor stations, and SDG&E’s natural gas facilities consisted of [removed: 188] [added: 9,206] miles of [removed: transmission] [added: distribution] pipelines, [removed: 9,201] [added: 177] miles of [removed: distribution] [added: transmission] pipelines, [removed: 6,794] [added: 6,795] miles of service pipelines and one compressor station.

SoCalGas’ gas transmission pipeline system also has an [removed: interconnect] [added: interconnection] with a Mexican gas pipeline company at Otay Mesa on the California/Mexico border that allows gas to not only flow south from the gas producing basins in the southwestern U.S., but to also flow north into SoCalGas’ gas transmission pipeline system from supplies in Mexico.

SoCalGas purchases natural gas from various [removed: sources,] [added: producing regions,] including from Canada, the U.S. Rockies and the southwestern regions of the U.S. Purchases of natural gas are primarily priced based on published [removed: monthly bid week] indices, which can be subject to volatility.

Natural Gas Storage. SoCalGas owns four natural gas storage facilities with a combined working gas capacity of 137 Bcf and [removed: 126] [added: 122] injection, withdrawal and observation wells that provide natural gas storage service.

The Aliso Canyon natural gas storage facility has a storage capacity of 86 Bcf and, subject to [added: a biennial administrative staff review by the] CPUC [removed: limitations,] [added: and additional CPUC proceedings,] represents 63% of SoCalGas’ working natural gas storage capacity.

At December 31, [removed: 2024,] [added: 2025,] SoCalGas has been authorized by the CPUC to utilize up to 68.6 Bcf of working gas at the facility.

| Electric generation and transportation | | | [removed: 3,312] [added: 3,137] | | | | | | | | | | | | | | |

| Natural gas sales | | | | | | | | | [removed: 45] [added: 44] | | | [removed: 48] [added: 45] | | | [removed: 45] [added: 48] | | |

| Transportation | | | | | | | | | [removed: 38] [added: 34] | | | [removed: 39] [added: 38] | | | 39 | | |

| Residential | | | [removed: 5,940,904] [added: 5,938,904] | | | | | | | | | | | | | | |

We are a holding company whose principal businesses are regulated utilities in California and Texas.

Sempra’s mission is to build America’s leading utility growth business.

We are primarily focused on the largest economies in the U.S., California and Texas, where we are investing in regulated utilities with a view toward producing stable cash flows and improved earnings visibility.

Our goal is to deliver safe, reliable and affordable energy to customers while increasing shareholder value.

2025 Form 10-K | 12

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2025 Form 10-K | 13

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

| Wind | | | 2026 to 2042 | | | 962 | | | 20 | | |

| Solar | | | 2030 to 2043 | | | 1,546 | | | 32 | | |

| Residential | | | 284,726 | | | | | | 1,252 | | | 1,348 | | | 2,004 | | |

| | | | 318,200 | | | | | | 2,885 | | | 3,207 | | | 4,619 | | |

| Total | | | 1,547,824 | | | | | | 16,788 | | | 16,691 | | | 16,847 | | |

2025 Form 10-K | 14

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2025 Form 10-K | 15

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2025 Form 10-K | 16

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

| | | | 2025 | | | | | | 2025 | | | 2024 | | | 2023 | | |

| Residential | | | 888,245 | | | | | | | | | | | | | | |

| Commercial | | | 29,215 | | | | | | | | | | | | | | |

| Total | | | 920,597 | | | | | | 78 | | | 83 | | | 87 | | |

| Industrial | | | 23,554 | | | | | | | | | | | | | | |

| Total | | | 6,210,543 | | | | | | 760 | | | 826 | | | 870 | | |

2025 Form 10-K | 17

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2025 Form 10-K | 18

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2025 Form 10-K | 19

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2025 Form 10-K | 20

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

Customers and Demand. Oncor operates the largest transmission and distribution system in Texas based on the number of end-use customers and miles of transmission and distribution lines.

2025 Form 10-K | 21

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)


2025 Form 10-K | 22

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

In September 2025, we entered into an agreement to sell a 45% equity interest in SI Partners to the KKR Partners for $9.99 billion, subject to adjustments.

We are a California-based holding company with energy infrastructure investments in North America.

Our mission is to be North America’s premier energy infrastructure company.

We are primarily focused on transmission and distribution investments, among other areas, that we believe are capable of producing stable cash flows and earnings visibility, with the goals of delivering safe, reliable and increasingly clean forms of energy affordably to customers and increasing shareholder value.

2024 Form 10-K | 12

Risk Factors” and “Part II – Item 7.

2024 Form 10-K | 13

| Wind | | | 2025 to 2042 | | | 918 | | | 19 | | |

| Solar | | | 2030 to 2042 | | | 1,526 | | | 31 | | |

| Residential | | | 285,881 | | | | | | 1,348 | | | 2,004 | | | 3,940 | | |

| | | | 319,087 | | | | | | 3,207 | | | 4,619 | | | 7,800 | | |

| Total | | | 1,532,345 | | | | | | 16,691 | | | 16,847 | | | 17,700 | | |

2024 Form 10-K | 14

Additional jurisdictions may be considering CCA.

2024 Form 10-K | 15

2024 Form 10-K | 16

| Residential | | | 886,031 | | | | | | | | | | | | | | |

| Commercial | | | 29,009 | | | | | | | | | | | | | | |

| Total | | | 918,352 | | | | | | 83 | | | 87 | | | 84 | | |

| Industrial | | | 23,833 | | | | | | | | | | | | | | |

| Total | | | 6,213,641 | | | | | | 826 | | | 870 | | | 890 | | |

2024 Form 10-K | 17

2024 Form 10-K | 18

2024 Form 10-K | 19

cities of Dallas and Fort Worth and surrounding suburbs, as well as Waco, Wichita Falls, Odessa, Midland, Tyler, Temple, Killeen and Round Rock, among others.

2024 Form 10-K | 20

2024 Form 10-K | 21


2024 Form 10-K | 22

The land on which the ECA Regas Facility and the ECA LNG liquefaction projects under construction and in development are expected to be situated, as well as land adjacent to those properties, are the subject of litigation.

Sempra Infrastructure holds a 19.6% interest in the project.

PA LNG Phase 1 has definitive SPAs with an affiliate of ConocoPhillips for a 20-year term for 5 Mtpa of LNG, RWE Supply & Trading GmbH for a 15-year term for 2.25 Mtpa of LNG, INEOS for a 20-year term for approximately 1.4 Mtpa of LNG, ORLEN for a 20-year term for approximately 1 Mtpa of LNG, and ENGIE S.A. for a 15-year term for approximately 0.875 Mtpa of LNG.

2024 Form 10-K | 23

▪Vista Pacifico LNG project, a mid-scale natural gas liquefaction project and associated infrastructure in the vicinity of Topolobampo in Sinaloa, Mexico

2024 Form 10-K | 24

The Topolobampo marine terminal commenced commercial operations in June 2024.

2024 Form 10-K | 25

We expect the Cimarrón Wind project to begin generating energy in late 2025 and commence commercial operations in the first half of 2026.

Sempra Infrastructure is also evaluating the Hackberry Carbon Sequestration development opportunity, which is a carbon capture and sequestration project that is intended to reduce emissions at the Cameron LNG Phase 1 facility and proposed Cameron LNG Phase 2 project.

2024 Form 10-K | 26

TdM competes daily with other generating plants that supply power into the California electricity market.

We are not party to, and our property is not the subject of, any material pending legal proceedings (other than ordinary routine litigation incidental to our businesses), including environmental proceedings described in Item 103(c)(3) of SEC Regulation S-K, except for the matters described in Note [removed: 15] [added: 16] of the Notes to Consolidated Financial Statements or referred to in “Part I – Item 1A.

| | | | For the fiscal year ended | | | | | | | | | | | | | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | |

| 1-14201 | | | SEMPRA | | | [removed: ] [added: ] | | | | | | California | | | 33-0732627 | | |

| 1-03779 | | | SAN DIEGO GAS & ELECTRIC COMPANY | | | ] [added: logo.jpg](https://www.sec.gov/Archives/edgar/data/1032208/000103220826000010/sre-20251231_g2.jpg)] | | | | | | California | | | 95-1184800 | | |

| 1-01402 | | | SOUTHERN CALIFORNIA GAS COMPANY | | | [removed: ] [added: ] | | | | | | California | | | 95-1240705 | | |

| Aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant computed by reference to the price at which the common equity was last sold as of June [removed: 28, 2024,] [added: 30, 2025,] the last business day of each Registrant’s most recently completed second fiscal quarter: | | | | | |

| Sempra | | | [removed: $48.1] [added: $49.4] billion | | |

| Common stock, without par value, outstanding as of February 19, [removed: 2025:] [added: 2026:] | | |

| Portions of the Sempra proxy statement to be filed for its May [removed: 2025] [added: 2026] annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K. | | |

| Portions of the Southern California Gas Company information statement to be filed for its June [removed: 2025] [added: 2026] annual meeting of shareholders are incorporated by reference into Part III of this annual report on Form 10-K. | | |

| [Information Regarding Forward-Looking [removed: Statements](#i10f271f6fc904f96965719448d0980a5_13)] [added: Statements](#i1d146874651f44939f0c84f68e3b71f1_16)] | | | | | | [removed: [9](#i10f271f6fc904f96965719448d0980a5_13)] [added: [9](#i1d146874651f44939f0c84f68e3b71f1_16)] | | |

| [Summary of Risk [removed: Factors](#i10f271f6fc904f96965719448d0980a5_16)] [added: Factors](#i1d146874651f44939f0c84f68e3b71f1_19)] | | | | | | [removed: [11](#i10f271f6fc904f96965719448d0980a5_16)] [added: [11](#i1d146874651f44939f0c84f68e3b71f1_19)] | | |

| Item 1. | | | [removed: [Business](#i10f271f6fc904f96965719448d0980a5_22)] [added: [Business](#i1d146874651f44939f0c84f68e3b71f1_25)] | | | [removed: [12](#i10f271f6fc904f96965719448d0980a5_22)] [added: [12](#i1d146874651f44939f0c84f68e3b71f1_25)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i10f271f6fc904f96965719448d0980a5_58)] [added: Factors](#i1d146874651f44939f0c84f68e3b71f1_61)] | | | [removed: [38](#i10f271f6fc904f96965719448d0980a5_58)] [added: [40](#i1d146874651f44939f0c84f68e3b71f1_61)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i10f271f6fc904f96965719448d0980a5_79)] [added: Comments](#i1d146874651f44939f0c84f68e3b71f1_82)] | | | [removed: [62](#i10f271f6fc904f96965719448d0980a5_79)] [added: [68](#i1d146874651f44939f0c84f68e3b71f1_82)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i10f271f6fc904f96965719448d0980a5_82)] [added: [Cybersecurity](#i1d146874651f44939f0c84f68e3b71f1_85)] | | | [removed: [62](#i10f271f6fc904f96965719448d0980a5_82)] [added: [68](#i1d146874651f44939f0c84f68e3b71f1_85)] | | |

| Item 2. | | | [removed: [Properties](#i10f271f6fc904f96965719448d0980a5_85)] [added: [Properties](#i1d146874651f44939f0c84f68e3b71f1_88)] | | | [removed: [64](#i10f271f6fc904f96965719448d0980a5_85)] [added: [70](#i1d146874651f44939f0c84f68e3b71f1_88)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i10f271f6fc904f96965719448d0980a5_88)] [added: Proceedings](#i1d146874651f44939f0c84f68e3b71f1_91)] | | | [removed: [64](#i10f271f6fc904f96965719448d0980a5_88)] [added: [70](#i1d146874651f44939f0c84f68e3b71f1_91)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i10f271f6fc904f96965719448d0980a5_91)] [added: Disclosures](#i1d146874651f44939f0c84f68e3b71f1_94)] | | | [removed: [64](#i10f271f6fc904f96965719448d0980a5_91)] [added: [70](#i1d146874651f44939f0c84f68e3b71f1_94)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i10f271f6fc904f96965719448d0980a5_97)] [added: Securities](#i1d146874651f44939f0c84f68e3b71f1_100)] | | | [removed: [65](#i10f271f6fc904f96965719448d0980a5_97)] [added: [71](#i1d146874651f44939f0c84f68e3b71f1_100)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i10f271f6fc904f96965719448d0980a5_103)] [added: Operations](#i1d146874651f44939f0c84f68e3b71f1_106)] | | | [removed: [66](#i10f271f6fc904f96965719448d0980a5_103)] [added: [72](#i1d146874651f44939f0c84f68e3b71f1_106)] | | |

| | | | [Results of Operations by [removed: Registrant](#i10f271f6fc904f96965719448d0980a5_112)] [added: Registrant](#i1d146874651f44939f0c84f68e3b71f1_115)] | | | [removed: [67](#i10f271f6fc904f96965719448d0980a5_112)] [added: [73](#i1d146874651f44939f0c84f68e3b71f1_115)] | | |

| | | | [Capital Resources and [removed: Liquidity](#i10f271f6fc904f96965719448d0980a5_181)] [added: Liquidity](#i1d146874651f44939f0c84f68e3b71f1_193)] | | | [removed: [82](#i10f271f6fc904f96965719448d0980a5_181)] [added: [88](#i1d146874651f44939f0c84f68e3b71f1_193)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i10f271f6fc904f96965719448d0980a5_244)] [added: Risk](#i1d146874651f44939f0c84f68e3b71f1_256)] | | | [removed: [105](#i10f271f6fc904f96965719448d0980a5_244)] [added: [112](#i1d146874651f44939f0c84f68e3b71f1_256)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i10f271f6fc904f96965719448d0980a5_247)] [added: Data](#i1d146874651f44939f0c84f68e3b71f1_259)] | | | [removed: [107](#i10f271f6fc904f96965719448d0980a5_247)] [added: [114](#i1d146874651f44939f0c84f68e3b71f1_259)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i10f271f6fc904f96965719448d0980a5_250)] [added: Disclosure](#i1d146874651f44939f0c84f68e3b71f1_262)] | | | [removed: [108](#i10f271f6fc904f96965719448d0980a5_250)] [added: [115](#i1d146874651f44939f0c84f68e3b71f1_262)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i10f271f6fc904f96965719448d0980a5_253)] [added: Procedures](#i1d146874651f44939f0c84f68e3b71f1_265)] | | | [removed: [108](#i10f271f6fc904f96965719448d0980a5_253)] [added: [115](#i1d146874651f44939f0c84f68e3b71f1_265)] | | |

| Item 9B. | | | [Other [removed: Information](#i10f271f6fc904f96965719448d0980a5_274)] [added: Information](#i1d146874651f44939f0c84f68e3b71f1_286)] | | | [removed: [112](#i10f271f6fc904f96965719448d0980a5_274)] [added: [119](#i1d146874651f44939f0c84f68e3b71f1_286)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i10f271f6fc904f96965719448d0980a5_283)] [added: Inspections](#i1d146874651f44939f0c84f68e3b71f1_295)] | | | [removed: [112](#i10f271f6fc904f96965719448d0980a5_283)] [added: [119](#i1d146874651f44939f0c84f68e3b71f1_295)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i10f271f6fc904f96965719448d0980a5_289)] [added: Governance](#i1d146874651f44939f0c84f68e3b71f1_301)] | | | [removed: [112](#i10f271f6fc904f96965719448d0980a5_289)] [added: [120](#i1d146874651f44939f0c84f68e3b71f1_301)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i10f271f6fc904f96965719448d0980a5_292)] [added: Compensation](#i1d146874651f44939f0c84f68e3b71f1_304)] | | | [removed: [112](#i10f271f6fc904f96965719448d0980a5_292)] [added: [120](#i1d146874651f44939f0c84f68e3b71f1_304)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i10f271f6fc904f96965719448d0980a5_295)] [added: Matters](#i1d146874651f44939f0c84f68e3b71f1_307)] | | | [removed: [113](#i10f271f6fc904f96965719448d0980a5_295)] [added: [121](#i1d146874651f44939f0c84f68e3b71f1_307)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i10f271f6fc904f96965719448d0980a5_298)] [added: Independence](#i1d146874651f44939f0c84f68e3b71f1_310)] | | | [removed: [113](#i10f271f6fc904f96965719448d0980a5_298)] [added: [121](#i1d146874651f44939f0c84f68e3b71f1_310)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i10f271f6fc904f96965719448d0980a5_301)] [added: Services](#i1d146874651f44939f0c84f68e3b71f1_313)] | | | [removed: [114](#i10f271f6fc904f96965719448d0980a5_301)] [added: [122](#i1d146874651f44939f0c84f68e3b71f1_313)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i10f271f6fc904f96965719448d0980a5_307)] [added: Schedules](#i1d146874651f44939f0c84f68e3b71f1_319)] | | | [removed: [115](#i10f271f6fc904f96965719448d0980a5_307)] [added: [123](#i1d146874651f44939f0c84f68e3b71f1_319)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i10f271f6fc904f96965719448d0980a5_319)] [added: Summary](#i1d146874651f44939f0c84f68e3b71f1_331)] | | | [removed: [126](#i10f271f6fc904f96965719448d0980a5_319)] [added: [134](#i1d146874651f44939f0c84f68e3b71f1_331)] | | |

| [Index to Consolidated Financial [removed: Statements](#i10f271f6fc904f96965719448d0980a5_331)] [added: Statements](#i1d146874651f44939f0c84f68e3b71f1_343)] | | | | | | [removed: [F-1](#i10f271f6fc904f96965719448d0980a5_331)] [added: [F-1](#i1d146874651f44939f0c84f68e3b71f1_343)] | | |

| [Index to Condensed Financial Information of [removed: Parent](#i10f271f6fc904f96965719448d0980a5_739)] [added: Parent](#i1d146874651f44939f0c84f68e3b71f1_772)] | | | | | | [removed: [S-1](#i10f271f6fc904f96965719448d0980a5_739)] [added: [S-1](#i1d146874651f44939f0c84f68e3b71f1_772)] | | |

Information contained herein relating to any one of these individual Registrants is filed by such [removed: entity] [added: Registrant] on its own behalf.

Each such Registrant makes statements herein only as to itself and [removed: its consolidated entities and] makes no statement whatsoever as to any other [removed: entity.][added: Registrant.]

| ASEA | | | Agencia de Seguridad, Energía y Ambiente (Mexico’s National Agency for [removed: Industrial Safety] [added: Safety, Energy,] and [removed: Environmental Protection)] [added: Environment)] | | |

2025 Form 10-K | 2

| Sempra | | | 653,284,140 shares | | |

2025 Form 10-K | 3

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

| [Glossary](#i1d146874651f44939f0c84f68e3b71f1_13) | | | | | | [5](#i1d146874651f44939f0c84f68e3b71f1_13) | | |

| Item 6. | | | [(Reserved)](#i1d146874651f44939f0c84f68e3b71f1_103) | | | [71](#i1d146874651f44939f0c84f68e3b71f1_103) | | |

| | | | [Overview](#i1d146874651f44939f0c84f68e3b71f1_112) | | | [72](#i1d146874651f44939f0c84f68e3b71f1_112) | | |

| | | | [Critical Accounting Estimates](#i1d146874651f44939f0c84f68e3b71f1_250) | | | [108](#i1d146874651f44939f0c84f68e3b71f1_250) | | |

| [Signatures](#i1d146874651f44939f0c84f68e3b71f1_334) | | | | | | [135](#i1d146874651f44939f0c84f68e3b71f1_334) | | |

2025 Form 10-K | 4

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

| 2025 Wildfire Legislation | | | Senate Bill 254 | | |

| 2025 Energy Laws | | | Mexico’s 2025 energy-related laws, including Mexico’s Electric Sector Law and Hydrocarbons Sector Law | | |

| Blackstone | | | BX Frontier Member I LLC and BX Frontier Member II LLC, collectively | | |

| Continuation Account | | | the Wildfire Fund Continuation Account established by the 2025 Wildfire Legislation | | |

| COVID-19 | | | coronavirus disease 2019 | | |

| CRNCI | | | contingently redeemable noncontrolling interest | | |

2025 Form 10-K | 5

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

| feed gas | | | natural gas that is provided to be used for processing to produce LNG | | |

| FID | | | final investment decision | | |

| KKR Partners | | | affiliates of Kohlberg Kravis Roberts & Co. L.P. and indirect co-investor Canada Pension Plan Investment Board, collectively | | |

| LH | | | Mexico’s Hydrocarbons Law | | |

| LIE | | | Mexico’s Electricity Industry Law | | |

2025 Form 10-K | 6

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

| OBBBA | | | One Big Beautiful Bill Act of 2025 | | |

| OSHA | | | Occupational Safety and Health Administration | | |

| PA2 JVCo | | | a subsidiary of SI Partners that owns Port Arthur LNG II | | |

| PA2 JVCo LLCA | | | PA2 JVCo’s limited liability company agreement | | |

| PD | | | proposed decision | | |

| Port Arthur LNG II | | | Port Arthur LNG Phase II, LLC, a subsidiary of SI Partners that owns the PA LNG Phase 2 project | | |

| PSEP | | | Pipeline Safety Enhancement Plan | | |

2025 Form 10-K | 7

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

| TCJA | | | Tax Cuts and Jobs Act of 2017 | | |

| UTM | | | unified tracker mechanism | | |

| WMP | | | wildfire mitigation plan | | |

2025 Form 10-K | 8

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2024 Form 10-K | 2

| Sempra | | | 651,457,249 shares | | |

2024 Form 10-K | 3

| [Glossary](#i10f271f6fc904f96965719448d0980a5_549755819943) | | | | | | [5](#i10f271f6fc904f96965719448d0980a5_549755819943) | | |

| Item 6. | | | [(Reserved)](#i10f271f6fc904f96965719448d0980a5_100) | | | [65](#i10f271f6fc904f96965719448d0980a5_100) | | |

| | | | [Overview](#i10f271f6fc904f96965719448d0980a5_109) | | | [66](#i10f271f6fc904f96965719448d0980a5_109) | | |

| | | | [Critical Accounting Estimates](#i10f271f6fc904f96965719448d0980a5_238) | | | [101](#i10f271f6fc904f96965719448d0980a5_238) | | |

| [Signatures](#i10f271f6fc904f96965719448d0980a5_322) | | | | | | [127](#i10f271f6fc904f96965719448d0980a5_322) | | |

2024 Form 10-K | 4

| ASR | | | accelerated share repurchase | | |

| CNBV | | | Comisión Nacional Bancaria y de Valores (Mexico’s National Banking and Securities Commission) | | |

2024 Form 10-K | 5

| INEOS | | | INEOS Energy Trading Limited, a subsidiary of INEOS Limited | | |

| Leak | | | the leak at the SoCalGas Aliso Canyon natural gas storage facility injection-and-withdrawal well, SS25, discovered by SoCalGas on October 23, 2015 | | |

| Mexican Stock Exchange | | | Bolsa Mexicana de Valores, S.A.B. de C.V., or BMV | | |

| OII | | | Order Instituting Investigation | | |

2024 Form 10-K | 6

| ORLEN | | | Polski Koncern Naftowy Orlen S.A. | | |

| scope 3 emissions | | | a company’s indirect emissions that are not included in scope 2 and that occur in the company’s value chain, including both upstream and downstream emissions | | |

| SEFE | | | SEFE Marketing & Trading México S. de R.L. de C.V. | | |

| series A preferred stock | | | 6% mandatory convertible preferred stock, series A | | |

| series B preferred stock | | | 6.75% mandatory convertible preferred stock, series B | | |

2024 Form 10-K | 7

| VAT | | | value-added tax | | |

2024 Form 10-K | 8

2024 Form 10-K | 9

2024 Form 10-K | 10

▪Our businesses are subject to risks arising from their infrastructure and systems that support this infrastructure

▪We face evolving cybersecurity and technology resiliency risks associated with the energy grid, pipelines, storage and other infrastructure as well as the collection of personal, sensitive and confidential information

▪Credit rating agencies may downgrade our credit ratings or place them on negative outlook

▪The electricity industry is undergoing significant change, including increased deployment of renewable energy sources and energy storage, technological advancements, evolving procurement service standards, and political and regulatory developments

▪We face risks from increased competition

▪Sempra Infrastructure’s business is capital-intensive and relies on various types of financing arrangements, which may not be adequate or available in the future

2024 Form 10-K | 11

[removed: ▪information security] [added: ▪cybersecurity] teams principally responsible for developing and implementing (1) cybersecurity risk assessment processes, (2) [removed: information security] [added: cybersecurity] controls, and (3) response plans to cybersecurity incidents

▪the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our [removed: information security] [added: cybersecurity] controls

The Sempra board of directors has delegated to its SST [removed: Committee, which is entirely composed of independent directors under the independence standards established by the NYSE,] [added: Committee] oversight of cybersecurity and other information and operational technology risks.

The SST Committee receives briefings on cybersecurity topics from Sempra’s chief information security officer, internal information [removed: security staff] [added: technology leadership] or external experts in part for continuing education on topics that impact public companies.

In addition, [added: as needed,] management updates the SST Committee and SDG&E and SoCalGas boards of directors about certain cybersecurity incidents.

The SDG&E and SoCalGas boards of directors receive briefings from SDG&E’s and SoCalGas’ chief information officer and internal information [removed: security staff.][added: technology and cybersecurity leadership.]

Our cybersecurity materiality assessment teams, which include chief information security officers, chief information officers, chief [removed: risk officers, chief] accounting officers or chief financial officers, and general counsels, help assess the materiality of certain cybersecurity incidents.

The cybersecurity [removed: councils, cybersecurity] management [removed: teams] [added: teams, cybersecurity councils] and materiality assessment teams include [removed: members with decades of operational experience as cybersecurity] professionals [removed: as well as management] with decades of [removed: service] [added: experience] in [removed: the areas] [added: their respective fields] of [added: cybersecurity,] information and operational [removed: technology and] [added: technology,] legal, compliance, financial reporting and enterprise risk management.

Some of these [removed: members] [added: professionals] hold relevant degrees and certifications that we believe enhance our ability to manage and respond to cybersecurity risks, including, among others, bachelor’s and/or master’s degrees in cybersecurity and computer science as well as certified information systems security professional, certified incident handler, and certified information security manager certifications.

2025 Form 10-K | 68

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

Our cybersecurity management teams supervise efforts designed to prevent, detect, mitigate, and remediate cybersecurity risks and incidents.

The cybersecurity management teams receive intelligence on emerging cybersecurity threats through various means, including internal cybersecurity personnel; governmental, public and private sources; subject matter experts and consultants; and cybersecurity tools deployed in the environment.

2025 Form 10-K | 69

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2024 Form 10-K | 62

Our cybersecurity management teams supervise efforts designed to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal information security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by information security tools deployed in the information technology environment.

2024 Form 10-K | 63

2025 Form 10-K | 70

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2024 Form 10-K | 64

At February 19, [removed: 2025,] [added: 2026,] there were approximately [removed: 19,241] [added: 18,180] record holders of our common stock.

As of February [removed: 25, 2025,] [added: 26, 2026,] a maximum of $1.25 billion and no more than 19,632,529 shares may yet be purchased under this repurchase authorization.

Market for Sempra’s Common Stock

Sempra’s common stock began trading on the Mexican Stock Exchange under the trading symbol SRE.MX in May 2021 following an exchange offer launched in the U.S. and Mexico to acquire the then publicly owned shares of IEnova for newly issued shares of our common stock.

In November 2024, the CNBV approved our application to cross-list our common stock on the International Quotation System (SIC) of the Mexican Stock Exchange and delist our common stock from the general listing of the Mexican Stock Exchange.

Our common stock is no longer quoted or traded on the general listing of the Mexican Stock Exchange or subject to applicable reporting requirements as of December 13, 2024, but remains eligible for trading by Mexican investors on the SIC effective December 16, 2024.

2025 Form 10-K | 71

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2024 Form 10-K | 65

Our consolidated financial statements are listed on the Index to Consolidated Financial Statements set forth on page [removed: [F-1](#i10f271f6fc904f96965719448d0980a5_331)] [added: [F-1](#i1d146874651f44939f0c84f68e3b71f1_343)] of this annual report on Form 10-K.

2025 Form 10-K | 114

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2024 Form 10-K | 107

Under the supervision and with the participation of the principal executive officers and principal financial officers of Sempra, SDG&E and SoCalGas, each such company’s management evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, [removed: 2024,] [added: 2025,] the end of the period covered by this report.

Based on these evaluations, each company’s management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

Deloitte & Touche LLP audited the effectiveness of each company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in their reports, which are included in this annual report on Form 10-K.

We have audited the internal control over financial reporting of Sempra and subsidiaries (“Sempra”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, Sempra maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of Sempra and our report dated February [removed: 25, 2025,] [added: 26, 2026,] expressed an unqualified opinion on those financial statements.

We have audited the internal control over financial reporting of San Diego Gas & Electric Company (“SDG&E”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, SDG&E maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of SDG&E and our report dated February [removed: 25, 2025,] [added: 26, 2026,] expressed an unqualified opinion on those financial statements.

We have audited the internal control over financial reporting of Southern California Gas Company (“SoCalGas”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, SoCalGas maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of SoCalGas and our report dated February [removed: 25, 2025,] [added: 26, 2026,] expressed an unqualified opinion on those financial statements.

2025 Form 10-K | 115

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

February 26, 2026

2025 Form 10-K | 116

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

February 26, 2026

2025 Form 10-K | 117

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

February 26, 2026

2025 Form 10-K | 118

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2024 Form 10-K | 108

February 25, 2025

2024 Form 10-K | 109

2024 Form 10-K | 110

2024 Form 10-K | 111

(b)During the last fiscal quarter, [removed: no] [added: (i) the] individual [added: listed below,] who was at the time a [added: Sempra director or officer, adopted a Rule 10b5-1 trading arrangement with respect to the securities of] Sempra, [added: with the material terms described below; (ii) no Sempra directors or officers terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement with respect to the securities of Sempra; and (iii) no] SDG&E or SoCalGas [removed: director] [added: directors] or [removed: officer,] [added: officers] adopted or terminated a Rule 10b5-1 trading arrangement or [added: a] non-Rule 10b5-1 trading arrangement with respect to the securities of each such Registrant.

(a)As we discuss in Note 13 of the Notes to Consolidated Financial Statements, in October 2025, Sempra redeemed 900,000 issued and outstanding shares of its series C preferred stock and, after such redemption, no shares of series C preferred stock remain outstanding.

In addition, as we have previously reported, (i) in January and July of 2021, all outstanding shares of Sempra’s former 6% mandatory convertible preferred stock, series A, and 6.75% mandatory convertible preferred stock, series B, were converted into shares of Sempra’s common stock and, after such conversions, no shares of either such series of preferred stock remain outstanding, and (ii) in May 2024, Sempra submitted a filing with the Secretary of State of the State of California that implemented the revocation of such former series of preferred stock, such that the number of authorized shares of each such series was decreased to zero and each is no longer an authorized series of Sempra’s capital stock.

On February 23, 2026, Sempra filed restated articles of incorporation with the Secretary of State of the State of California that (i) implement the revocation of the series C preferred stock, such that the number of authorized shares of such series is decreased to zero and it is no longer an authorized series of Sempra’s capital stock, (ii) eliminate from Sempra’s articles of incorporation the certificates of determination of preference of each of its former series of preferred stock, and (iii) incorporate all amendments to Sempra’s articles of incorporation since its last restatement in May 2008.

A copy of such restated articles of incorporation is filed as [Exhibit 3.1](https://www.sec.gov/Archives/edgar/data/1032208/000103220826000010/sempra-123125xex31.htm) hereto and incorporated herein by reference.

The summary set forth above is qualified in its entirety by reference to such exhibit.

The Rule 10b5-1 trading arrangement listed below is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| RULE 10B5-1 TRADING ARRANGEMENTS | | | | | | | | | | | |

| *(In the three months ended December 31, 2025)* | | | | | | | | | | | |

| Name and title of the director or officer | | | Date on which the director or officer adopted or terminated the trading arrangement | | | Duration of the trading arrangement | | | Aggregate number of securities to be purchased or sold pursuant to the trading arrangement | | |

| Dyan Z. Wold, Vice President, Controller and Chief Accounting Officer | | | November 19, 2025 | | | From March 16, 2026 until all shares are sold or the trading arrangement is otherwise terminated | | | ▪1,057 shares of Sempra common stock, which were subject to time-based RSUs that vested in January 2026 ▪482 shares of Sempra common stock, which were subject to performance-based RSUs that vested in January 2026 in each case, including the dividend equivalents related to such RSUs and less shares to which Ms. Wold would otherwise have been entitled that were withheld to satisfy minimum statutory tax withholding requirements | | |

(a)None.

We have, however, voluntarily provided the information required by Item 401 of SEC Regulation S-K, as required by Part III – Item [removed: 10 with respect to SDG&E’s executive officers in “Part I – Item 1.][added: 10.]

2025 Form 10-K | 119

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

with respect to SDG&E’s executive officers in “Part I – Item 1.

Business – Other Matters – Information About Our Executive Officers.” The other information required by this item is incorporated by reference from “Corporate Governance” and “Proposal 1: Election of Directors” in the proxy statement to be filed for the May [removed: 2025] [added: 2026] annual meeting of shareholders for Sempra and from the information statement to be filed for the June [removed: 2025] [added: 2026] annual meeting of shareholders for SoCalGas.

Sempra’s insider trading and information confidentiality policy is [removed: filed] [added: incorporated by reference] as [Exhibit [removed: 19.1](https://www.sec.gov/Archives/edgar/data/1032208/000103220825000012/sempra-123124xex191.htm)] [added: 19.1](https://www.sec.gov/Archives/edgar/data/86521/000103220825000012/sempra-123124xex191.htm)] to this report.

The information required by this item is incorporated by reference from “Executive Compensation,” including “Compensation Discussion and Analysis,” “Compensation and Talent Development Committee Report” and “Compensation Tables” (except for the disclosure under the heading “Pay-Versus-Performance”), in the proxy statement to be filed for the May [removed: 2025] [added: 2026] annual meeting of shareholders for Sempra and from the information statement to be filed for the June [removed: 2025] [added: 2026] annual meeting of shareholders for SoCalGas.

2025 Form 10-K | 120

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2024 Form 10-K | 112

At December 31, [removed: 2024,] [added: 2025,] outstanding awards consisted of stock options and RSUs held by [removed: 457 employees.][added: 440 employees and non-employees.]

The following table sets forth information regarding our equity compensation [removed: plans] [added: plans, which we describe in Note 14 of the Notes to Consolidated Financial Statements,] at December 31, [removed: 2024.][added: 2025.]

| [removed: Equity compensation plans approved by shareholders] [added: Plan category] | | | Number of shares to be issued upon exercise of outstanding options, warrants and [removed: rights(2)] [added: rights] | | | | | | Weighted-average exercise price of outstanding options, warrants and [removed: rights(3)] [added: rights(2)] | | | | | | Number of additional shares remaining available for future [removed: issuance(4)] [added: issuance(3)] | | |

[removed: Each] [added: *(4)* *Each] performance-based RSU [removed: granted under the 2019 LTIP] [added: that has not vested] represents the right to receive from 0% to 200% of the shares of our common stock represented by the RSUs, depending on the degree to which applicable performance conditions are satisfied.

[removed: *(4)*] [added: *(3)*] *The number of shares available for future issuance is increased by the number of shares to which each participant would otherwise be entitled that are withheld or surrendered to satisfy the exercise price or to satisfy tax withholding obligations relating to any plan awards, and is also increased by the number of shares subject to awards that expire or are forfeited, canceled or otherwise terminated without the issuance of [removed: shares.][added: shares.*]

We provide additional discussion of share-based compensation in Note [removed: 13] [added: 14] of the Notes to Consolidated Financial Statements.

The information required by Item 403 of SEC Regulation S-K, as required by this item, is incorporated by reference from “Share Ownership” in the proxy statement to be filed for the May [removed: 2025] [added: 2026] annual meeting of shareholders for Sempra and from the information statement to be filed for the June [removed: 2025] [added: 2026] annual meeting of shareholders for SoCalGas.

| Equity compensation plans approved by security holders(4) | | | 5,165,346 | | | | | | $ | 70.68 | | | | | 6,544,164 | | |

*(1)* *Excludes dividend equivalents and phantom shares that can only be settled for cash.

Includes phantom shares, which are fully vested RSUs held in our deferred compensation plan that will be issued as actual shares at a future date specified by each holder.*

*(2)* *The weighted-average exercise price does not take into account 2,336,598 of RSUs or 494,468 of phantom shares.*

| 2013 LTIP | | | 272,728 | | | | | | $ | 53.38 | | | | | — | | |

| 2019 LTIP | | | 4,206,750 | | | | | | $ | 70.52 | | | | | 7,628,467 | | |

*(1)* *Excludes dividend equivalents.*

*(2)* *The 2013 LTIP consists of 272,728 options to purchase shares of our common stock, all of which were granted at an exercise price equal to 100% of the grant date fair market value of the shares subject to the option.

The 2019 LTIP consists of 1,757,938 options to purchase shares of our common stock, all of which were granted at an exercise price equal to 100% of the grant date fair market value of the shares subject to the option, 1,905,724 performance-based RSUs and 543,088 service-based RSUs.

*(3)* *Represents the weighted-average exercise price of the 272,728 and 1,757,938 outstanding options to purchase shares of our common stock under the 2013 LTIP and the 2019 LTIP, respectively.*

No new awards may be granted under the 2013 LTIP.*

The information required by this item is incorporated by reference from “Corporate Governance” in the proxy statement to be filed for the May [removed: 2025] [added: 2026] annual meeting of shareholders for Sempra and from the information statement to be filed for the June [removed: 2025] [added: 2026] annual meeting of shareholders for SoCalGas.

2025 Form 10-K | 121

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

2024 Form 10-K | 113

The following table shows the fees paid to Deloitte & Touche LLP, the independent registered public accounting firm for Sempra, SDG&E and SoCalGas, for services provided [removed: for 2024] [added: in 2025] and [removed: 2023.][added: 2024.]

| Consolidated financial statements, internal controls audits and subsidiary audits | | | $ | [removed: 11,808] [added: 13,115] | | | | | | | | | | | | | | $ | [removed: 2,976] [added: 3,235] | | | | | | | | | | | | | | $ | [removed: 3,970] [added: 4,169] | | | | | | | |

| Regulatory filings and related services | | | [removed: 513] [added: 710] | | | | | | | | | | | | | | | [removed: 170] [added: 75] | | | | | | | | | | | | | | | [removed: 85] [added: 75] | | | | | | | | |

| Employee benefit plan audits | | | [removed: 545] [added: 582] | | | | | | | | | | | | | | | [removed: 175] [added: 185] | | | | | | | | | | | | | | | [removed: 304] [added: 323] | | | | | | | | |

| Other audit-related services(1) | | | [removed: 1,643] [added: 1,878] | | | | | | | | | | | | | | | [removed: 175] [added: 118] | | | | | | | | | | | | | | | [removed: 115] [added: 20] | | | | | | | | |

| Total audit-related fees | | | [removed: 2,188] [added: 2,460] | | | | | | [removed: 14] [added: 15] | | | | | | | | | [removed: 350] [added: 303] | | | | | | [removed: 9] [added: 8] | | | | | | | | | [removed: 419] [added: 343] | | | | | | [removed: 9] [added: 7] | | |

| All other fees(3) | | | [removed: 59] [added: 74] | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | |

As a matter of good corporate governance, each of the Sempra, SDG&E and SoCalGas boards of directors reviewed the performance of Deloitte & Touche LLP and [removed: appointed them] [added: concurred with the determination by Sempra’s Audit Committee to retain the firm] as the independent registered public accounting firm for [added: 2026, 2025 and 2024 for] each of Sempra, SDG&E and SoCalGas, respectively.

Taylor, who chairs the committee, and [removed: Ms. Jennifer M.][added: Mss.]

[removed: Kirk,] [added: Kirk and Anya Weaving,] who [removed: is a member] [added: are members] of the committee, are audit committee financial experts as defined by the rules of the SEC.

Except where pre-approval is not required by SEC rules, Sempra’s Audit Committee pre-approves all audit, audit-related and permissible non-audit services provided by Deloitte & Touche LLP for Sempra and its subsidiaries, including all services provided by Deloitte & Touche LLP for Sempra, SDG&E and SoCalGas in [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

[added: The committee’s policies and procedures also delegate authority to the Chair of the] committee to address any requests for pre-approval of services between committee meetings, with any pre-approval decisions to be reported to the committee at its next scheduled meeting.

| 2025: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total audit fees | | | 13,825 | | | | | | 82 | | % | | | | | | | 3,310 | | | | | | 88 | | % | | | | | | | 4,244 | | | | | | 92 | | % |

| Tax fees(2) | | | 499 | | | | | | 3 | | | | | | | | | 165 | | | | | | 4 | | | | | | | | | 42 | | | | | | 1 | | |

| Total fees | | | $ | 16,858 | | | | | 100 | | % | | | | | | | $ | 3,778 | | | | | 100 | | % | | | | | | | $ | 4,629 | | | | | 100 | | % |

Jennifer M.

2025 Form 10-K | 122

[Tab](#i1d146874651f44939f0c84f68e3b71f1_7)[le of Cont](#i1d146874651f44939f0c84f68e3b71f1_7)[ents](#i1d146874651f44939f0c84f68e3b71f1_7)

| 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total audit fees | | | 12,321 | | | | | | 81 | | % | | | | | | | 3,146 | | | | | | 87 | | % | | | | | | | 4,055 | | | | | | 90 | | % |

| Tax fees(2) | | | 668 | | | | | | 5 | | | | | | | | | 135 | | | | | | 4 | | | | | | | | | 46 | | | | | | 1 | | |

| Total fees | | | $ | 15,236 | | | | | 100 | | % | | | | | | | $ | 3,631 | | | | | 100 | | % | | | | | | | $ | 4,520 | | | | | 100 | | % |

The committee’s policies and procedures also delegate authority to the Chair of the

2024 Form 10-K | 114

Our consolidated financial statements are listed on the Index to Consolidated Financial Statements set forth on page [removed: [F-1](#i10f271f6fc904f96965719448d0980a5_331)] [added: [F-1](#i1d146874651f44939f0c84f68e3b71f1_343)] of this annual report on Form 10-K.

Schedule I is listed on the Index to Condensed Financial Information of Parent as set forth on page [removed: [S-1](#i10f271f6fc904f96965719448d0980a5_739)] [added: [S-1](#i1d146874651f44939f0c84f68e3b71f1_772)] of this annual report on Form 10-K.

| 3.1 | | | | | | [removed: [Amended and Restated] [added: [Restated] Articles of Incorporation of Sempra effective [removed: May] [added: February] 23, [removed: 2008.](https://www.sec.gov/Archives/edgar/data/86521/000103220820000006/sempra-123119xex31.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/1032208/000103220826000010/sempra-123125xex31.htm)] | | | [added: X] | | | [removed: 10-K] | | | [removed: 3.1] | | | [removed: 02/27/20] | | |

| [removed: 3.4] [added: 3.2] | | | | | | [Bylaws of Sempra (as amended through May 12, 2023).](https://www.sec.gov/Archives/edgar/data/1032208/000103220823000034/exhibit32.htm) | | | | | | 8-K | | | 3.2 | | | 05/16/23 | | |

| [removed: 3.5] [added: 3.3] | | | | | | [Amended and Restated Articles of Incorporation of San Diego Gas & Electric Company effective August 15, 2014.](https://www.sec.gov/Archives/edgar/data/86521/000008652115000011/ex3_4.htm) | | | | | | 10-K | | | 3.4 | | | 02/26/15 | | |

| [removed: 3.6] [added: 3.4] | | | | | | [Bylaws of San Diego Gas & Electric (as amended through October 26, 2016).](https://www.sec.gov/Archives/edgar/data/86521/000008652116000145/sempra-93016xex31.htm) | | | | | | 10-Q | | | 3.1 | | | 11/02/16 | | |

| [removed: 3.7] [added: 3.5] | | | | | | [Restated Articles of Incorporation of Southern California Gas Company effective October 7, 1996.](https://www.sec.gov/Archives/edgar/data/92108/0000912057-97-010558.txt) | | | | | | 10-K | | | 3.01 | | | 03/28/97 | | |

| [removed: 3.8] [added: 3.6] | | | | | | [Bylaws of Southern California Gas Company (as amended through January 30, 2017).](https://www.sec.gov/Archives/edgar/data/92108/000008652117000002/exhibit31.htm) | | | | | | 8-K | | | 3.1 | | | 01/31/17 | | |

| 4.1 | | | | | | [Description of rights of Sempra Common Stock [removed: (Amended and Restated] [added: (Restated] Articles of Incorporation of Sempra effective [removed: May] [added: February] 23, [removed: 2008, as amended by the Certificate of Amendment of Amended and Restated Articles of Incorporation of Sempra dated May 12, 2023)] [added: 2026)] (included as [removed: Exhibits] [added: Exhibit] 3.1 [removed: and 3.3 above).](https://www.sec.gov/Archives/edgar/data/86521/000103220820000006/sempra-123119xex31.htm)] [added: above).](https://www.sec.gov/Archives/edgar/data/1032208/000103220826000010/sempra-123125xex31.htm)] | | | [added: X] | | | [removed: 10-K] | | | [removed: 3.1] | | | [removed: 02/27/20] | | |

| 4.2 | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/1032208/000103220825000012/sempra-123124xex42.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/1032208/000103220826000010/sempra-123125xex42.htm)] | | | X | | | | | | | | | | | |

| [removed: 4.4] [added: 4.3] | | | | | | [Indenture dated as of February 23, 2000, between Sempra and U.S. Bank Trust National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1032208/000119312508194604/dex41.htm) | | | | | | S-3ASR 333-153425 | | | 4.1 | | | 09/11/08 | | |

| [removed: 4.5] [added: 4.4] | | | | | | [Officers’ Certificate of Sempra, [added: dated as of October 8, 2009,] including the form of its 6.00% Note due 2039.](https://www.sec.gov/Archives/edgar/data/1032208/000119312509205520/dex41.htm) | | | | | | 8-K | | | 4.1 | | | 10/08/09 | | |

| [removed: 4.6] [added: 4.5] | | | | | | [Officers’ Certificate of Sempra, [added: dated as of June 9, 2017,] including the form of its 3.250% Note due 2027.](https://www.sec.gov/Archives/edgar/data/1032208/000119312517199348/d409145dex41.htm) | | | | | | 8-K | | | 4.1 | | | 06/09/17 | | |

| [removed: 4.7] [added: 4.6] | | | | | | [Officers’ Certificate of Sempra, [added: dated as of January 12, 2018,] including the forms of its 3.400% Note due 2028, its 3.800% Note due 2038, and its 4.000% Note due 2048.](https://www.sec.gov/Archives/edgar/data/1032208/000119312518010090/d475138dex41.htm) | | | | | | 8-K | | | 4.1 | | | 01/12/18 | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Officers’ Certificate of Sempra, [added: dated as of March 24, 2022,] including the form of its 3.300% Note due 2025 and the form of its 3.700% Note due 2029.](https://www.sec.gov/Archives/edgar/data/1032208/000119312522083935/d304647dex41.htm) | | | | | | 8-K | | | 4.1 | | | 03/24/22 | | |

| [removed: 4.9] [added: 4.8] | | | | | | [Officers’ Certificate of Sempra, [added: dated as of June 23, 2023,] including the form of its 5.400% Note due 2026 and the form of its 5.500% Note due 2033.](https://www.sec.gov/Archives/edgar/data/1032208/000119312523173920/d509442dex41.htm) | | | | | | 8-K | | | 4.1 | | | 06/23/23 | | |

| [removed: 4.10] [added: 4.9] | | | | | | [Subordinated Indenture, dated as of June 26, 2019, between Sempra and U.S. Bank National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1032208/000119312519182590/d771903dex42.htm) | | | | | | 8-K | | | 4.2 | | | 06/26/19 | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Officers’ Certificate of Sempra, [added: dated as of June 26, 2019,] including the form of its 5.750% Junior Subordinated Note due 2079.](https://www.sec.gov/Archives/edgar/data/1032208/000119312519182590/d771903dex41.htm) | | | | | | 8-K | | | 4.1 | | | 06/26/19 | | |

| [removed: 4.12] [added: 4.11] | | | | | | [Officers' Certificate of Sempra, [added: dated as of November 19, 2021,] including the form of its 4.125% Fixed-to-Fixed Reset Rate Junior Subordinated Note due 2052.](https://www.sec.gov/Archives/edgar/data/1032208/000119312521335133/d256570dex41.htm) | | | | | | 8-K | | | 4.1 | | | 11/19/21 | | |

| [removed: 4.13] [added: 4.12] | | | | | | [Officers’ Certificate of Sempra, [added: dated as of March 14, 2024,] including the form of 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Note due 2054.](https://www.sec.gov/Archives/edgar/data/1032208/000119312524067862/d781583dex41.htm) | | | | | | 8-K | | | 4.1 | | | 03/14/24 | | |

| [removed: 4.14] [added: 4.13] | | | | | | [Officers’ Certificate of Sempra, dated as of May 31, 2024, including the form of 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Note due 2054.](https://www.sec.gov/Archives/edgar/data/1032208/000119312524151707/d843079dex41.htm) | | | | | | 8-K | | | 4.1 | | | 05/31/24 | | |

| [removed: 4.15] [added: 4.14] | | | | | | [Officers’ Certificate of Sempra, dated as of September 9, 2024, including the form of 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Note due 2054.](https://www.sec.gov/Archives/edgar/data/1032208/000119312524215882/d894261dex41.htm) | | | | | | 8-K | | | 4.1 | | | 09/09/24 | | |

| [removed: 4.16] [added: 4.15] | | | | | | [Officers’ Certificate of Sempra, dated as of November 21, 2024, including the form of 6.625% Fixed-to-Fixed Reset Rate Junior Subordinated Note due 2055 and the form of 6.550% Fixed-to-Fixed Reset Rate Junior Subordinated Note due 2055.](https://www.sec.gov/Archives/edgar/data/1032208/000119312524263393/d912748dex41.htm) | | | | | | 8-K | | | 4.1 | | | 11/21/24 | | |

| 4.17 | | | | | | [Description of preferences of Preferred Stock, Preference Stock and Series Preferred Stock (Southern California Gas Company Restated Articles of Incorporation) (included as Exhibit [removed: 3.7] [added: 3.5] above).](https://www.sec.gov/Archives/edgar/data/92108/0000912057-97-010558.txt) | | | | | | 10-K | | | 3.01 | | | 03/28/97 | | |

| [removed: 4.44] [added: 4.46] | | | | | | First Mortgage Indenture of Southern California Gas Company to American Trust [removed: Company] [added: Company,] dated October 1, 1940. | | | | | | 2-4504 | | | B-4 | | | (1) | | |