A Dark Vector Cognition product

Item 5. OTHER INFORMATION

4K characters. Original on sec.gov ·

Item 5. OTHER INFORMATION

(a)None.

(b)None.

(c)During the last fiscal quarter, (i) each of the individuals listed below, who were at the time Sempra directors or officers, 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.

NON-RULE 10B5-1 TRADING ARRANGEMENTS
(In the three months ended September 30, 2025)
Name and title of the director or officerDate on which the director or officer adopted or terminated the trading arrangementDuration of the trading arrangementAggregate number of securities to be purchased or sold pursuant to the trading arrangement
Jeffrey W. Martin, Chairman, Chief Executive Officer and PresidentAugust 11, 2025From January 2, 2026 until all shares are sold or the trading arrangement is otherwise terminated53,111 owned shares of Sempra common stock
Karen L. Sedgwick, Executive Vice President and Chief Financial OfficerAugust 19, 2025From November 24, 2025 until all shares are sold or the trading arrangement is otherwise terminated▪7,564 owned shares of Sempra common stock ▪All shares of Sempra common stock subject to 2,446 time-based and 14,678 performance-based RSUs vesting in January and February 2026, plus the accumulated dividend equivalents related to such RSUs(1) ▪50% of the shares of Sempra common stock subject to 9,323 performance-based RSUs vesting in January and February of 2027(1) in each case (other than with respect to the 7,564 owned shares), less shares to which Ms. Sedgwick would otherwise be entitled that are withheld to satisfy minimum statutory tax withholding requirements
Caroline A. Winn, Executive Vice PresidentAugust 13, 2025From November 18, 2025 until all shares are sold or the trading arrangement is otherwise terminated6,000 owned shares of Sempra common stock

(1) Shares subject to the performance-based RSUs scheduled to vest in January and February of 2026 and 2027 generally will vest, in whole or in part, or be forfeited in early 2026 or early 2027, as applicable, based on our total shareholder return for the three-year performance period ending on January 2, 2026 or January 4, 2027, as applicable, and EPS growth (as adjusted for long-term incentive plan purposes) for the three-year performance period ending on December 31, 2025 and December 31, 2026, 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.

Previous: Item 1A. RISK FACTORS · Next: Item 6. EXHIBITS