Item 5. OTHER INFORMATION
3K characters. Original on sec.gov ·
Item 5. OTHER INFORMATION
(a)None.
(b)None.
(c)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 adopted or terminated 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 June 30, 2026) | |||||||||||
| 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 | ||||||||
| Jeffrey W. Martin, Chairman, Chief Executive Officer and President | May 12, 2026 | From January 5, 2027 until all shares are sold or the trading arrangement is otherwise terminated | ▪20,985 owned shares of Sempra common stock ▪All shares of Sempra common stock subject to 60,043 performance-based RSUs vesting in January 2027, less shares to which Mr. Martin would otherwise be entitled that are withheld to satisfy minimum statutory tax withholding requirements(1) |
(1) Shares subject to the performance-based RSUs scheduled to vest in January 2027 generally will vest, in whole or in part, or be forfeited in early 2027 based on our total shareholder return for the three-year performance period ending on January 4, 2027. 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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