Item 9B. OTHER INFORMATION
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Item 9B. OTHER INFORMATION
(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 hereto and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit.
(b)During the last fiscal quarter, (i) the individual listed below, who was at the time a Sempra director or officer, adopted a Rule 10b5-1 trading arrangement with respect to the securities of Sempra, 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 directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement with respect to the securities of each such Registrant. As used herein, directors and officers are as defined in Rule 16a-1(f) under the Exchange Act, a Rule 10b5-1 trading arrangement is as defined in Item 408(a) of SEC Regulation S-K, and a non-Rule 10b5-1 trading arrangement is as defined in Item 408(c) of SEC Regulation S-K. 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 |
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