Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Sempra has LTIPs that permit the grant of a wide variety of equity and equity-based incentive awards to directors, officers and key employees. At December 31, 2025, outstanding awards consisted of stock options and RSUs held by 440 employees and non-employees.

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

(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.

(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 shares.

(4) Each performance-based RSU 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. For purposes of this table, the number of shares of common stock shown to be subject to each performance-based RSU is 100% of the shares represented by the RSUs, which assumes performance conditions are satisfied at the target level.

We provide additional discussion of share-based compensation in Note 14 of the Notes to Consolidated Financial Statements.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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 2026 annual meeting of shareholders for Sempra and from the information statement to be filed for the June 2026 annual meeting of shareholders for SoCalGas. In all cases, only the specific information that is expressly required by this item is incorporated herein by reference.