filings.toolsItem 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
(a)None.
(b)None.
(c)During the most recent 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 ARRANGEMENT | |||||||||||
| (In the three months ended June 30, 2024) | |||||||||||
| 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 | ||||||||
| Sempra: | |||||||||||
| Diana L. Day, Chief Legal Counsel | May 20, 2024 | From May 14, 2025 until all shares are sold or the trading arrangement is otherwise terminated | ▪2,875 shares of Sempra common stock subject to time-based RSUs vesting in January 2025, plus the accumulated dividend equivalents related to such RSUs ▪2,038 shares of Sempra common stock subject to time-based RSUs vesting in January 2026, plus the accumulated dividend equivalents related to such RSUs ▪all shares of Sempra common stock subject to 5,009 performance-based RSUs vesting in January and February of 2025(1) ▪all shares of Sempra common stock subject to 4,939 performance-based RSUs vesting in January and February of 2026(1) in each case (i) plus shares subject to any additional awards of time-based RSUs that may be granted to Ms. Day after the date hereof and that vest at the times set forth above, and (ii) less shares to which Ms. Day would otherwise be entitled that are withheld to satisfy minimum statutory tax withholding requirements |
(1) Shares subject to the performance-based RSUs scheduled to vest in January and February of 2025 and 2026 generally will vest, in whole or in part, or be forfeited in early 2025 or early 2026, as applicable, based on our total shareholder return for the three-year performance period ending on January 2, 2025 and January 2, 2026, as applicable, and EPS growth (as adjusted for long-term incentive plan purposes) for the three-year performance period ending on December 31, 2024 and December 31, 2025, as applicable. The number of shares that will vest may range from 0% to 200% of the target number of shares (plus dividend equivalents) and cannot be ascertained until the performance period has ended and the Compensation and Talent Development Committee of Sempra’s board of directors has certified the results.
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