EQUITY AND EARNINGS PER COMMON SHARE

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

EQUITY AND EARNINGS PER COMMON SHARE

EQUITY AND EARNINGS PER COMMON SHARE

PREFERRED STOCK

Sempra and SDG&E are authorized to issue up to 50,000,000 and 45,000,000 shares of preferred stock, respectively. At December 31, 2025, Sempra had no preferred stock outstanding. At December 31, 2025 and 2024, SDG&E had no preferred stock outstanding. The rights, preferences, privileges and restrictions for any new series of preferred stock would be established by each company’s board of directors at the time of issuance. We discuss SoCalGas preferred stock below.

Sempra Series C Preferred Stock

At December 31, 2024, Sempra had 900,000 shares of series C preferred stock outstanding. In 2025, Sempra provided notice of the redemption of all 900,000 issued and outstanding shares of our series C preferred stock for a redemption price of $1,000 per share, and paid $900 million with proceeds received from our August 2025 issuance of junior subordinated notes and short-term debt, which we discuss in Note 7. Upon notice of the redemption, we recognized $11 million of capitalized underwriting discounts and equity issuance costs in Preferred Deemed Dividends on the Sempra Consolidated Statement of Operations.

On February 23, 2026, Sempra filed restated articles of incorporation that implemented 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.

SoCalGas Preferred Stock

SoCalGas is authorized to issue up to an aggregate of 11,000,000 shares of preferred stock, series preferred stock and preference stock. The table below presents preferred stock outstanding at SoCalGas:

PREFERRED STOCK OUTSTANDING
(Dollars in millions, except per share amounts)
	December 31,
	2025		2024
$25 par value, authorized 1,000,000 shares:
6% Series, 79,011 shares outstanding	$	3	$	3
6% Series A, 783,032 shares outstanding	19		19
SoCalGas - Total preferred stock	22		22
Less: 50,970 shares of the 6% Series outstanding owned by Pacific Enterprises	(2)		(2)
Sempra - Total preferred stock of subsidiary	$	20	$	20

None of SoCalGas’ outstanding preferred stock is callable, and no shares are subject to mandatory redemption.

All outstanding shares have one vote per share, cumulative preferences as to dividends and liquidation preferences of $25 per share plus any unpaid dividends.

In addition to the outstanding preferred stock above, SoCalGas’ articles of incorporation authorize 5,000,000 shares of series preferred stock and 5,000,000 shares of preference stock, both without par value and with cumulative preferences as to dividends and liquidation value. The preference stock would rank junior to all series of preferred stock and series preferred stock. Other rights and privileges of any new series of such stock would be established by the SoCalGas board of directors at the time of issuance.

The preferred stock at SoCalGas is presented at Sempra as NCI. Sempra records charges against income related to NCI for preferred dividends declared by SoCalGas.

COMMON STOCK

We are authorized to issue 1,125,000,000 shares of Sempra’s no par value common stock. The following table provides common stock activity for the last three years.

COMMON STOCK ACTIVITY
	2025	2024	2023
Sempra:
Common shares outstanding, January 1	650,629,876	631,431,732	628,669,356
Shares issued under forward sale agreements	—	17,142,858	—
Shares issued to underwriters to cover overallotments	—	—	2,099,152
RSUs vesting(1)	1,571,512	1,320,561	941,910
Stock options exercised	—	143,944	—
Common stock investment plan(2)	1,067,446	1,151,877	1,730
Issuance of RSUs held in our deferred compensation plans	147,582	128,207	132,178
Shares repurchased(3)	(684,748)	(689,303)	(412,594)
Common shares outstanding, December 31	652,731,668	650,629,876	631,431,732

(1)    Includes dividend equivalents.

(2)    Participants in the Direct Stock Purchase Plan may reinvest dividends to purchase newly issued shares.

(3)    Includes shares repurchased under repurchase programs and shares withheld from LTIP participants and individuals exercising stock options in 2024 to satisfy minimum statutory tax withholding requirements.

COMMON STOCK OFFERINGS

ATM Program

In November 2024, we established an ATM program providing for the offer and sale of shares of Sempra common stock having an aggregate gross sales price of up to $3.0 billion through agents acting as our sales agents or as forward sellers or directly to the agents as principals. The shares may be offered and sold in amounts and at times to be determined by us from time to time. The agents will be entitled to a commission that will not exceed 1.0% of the gross sales price of all shares sold through it as agent pursuant to the Sales Agreement.

Under the ATM program, we may enter into separate forward sale agreements with affiliates of the agents as forward purchasers. We expect to fully physically settle each forward sale agreement. However, we will generally have the right, subject to certain exceptions, to elect to cash settle or net share settle all or any portion of our obligations under any such forward sale agreement. With respect to forward sale agreements with any forward purchaser, we expect that such forward purchaser (or its affiliate) will attempt to borrow from third parties and sell, through the relevant agent acting as sales agent for such forward purchaser, shares of our common stock to hedge such forward purchaser’s exposure under such forward sale agreement. We will not receive any proceeds from any sale of shares borrowed by a forward purchaser (or its affiliate) and sold through a forward seller. The forward seller will receive a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate that will not exceed (subject to certain exceptions) 1.0% of the volume-weighted average of the gross sales price per share of all of the borrowed shares of Sempra common stock sold through such forward seller.

We intend to use a substantial portion of the net proceeds we receive from the issuance and sale by us of any shares of our common stock to or through the agents and any net proceeds we receive through the settlement of any forward sale agreements with the forward purchasers for working capital and other general corporate purposes, including to partly finance our long-term capital plan and to repay outstanding commercial paper and potentially other indebtedness. At December 31, 2025, approximately $2.6 billion of common stock remained available for sale under the ATM program, which reflects the forward sale agreements that we describe below.

Forward Sale Agreements

Since establishing the ATM program, an aggregate of 4,996,591 shares have been sold under the forward sale agreements described below with an average initial forward price of $83.175 per share. Such average initial forward price is weighted to take into account the number of shares sold under each forward sale agreement.

In the fourth quarter of 2024, we entered into a forward sale agreement under the ATM program with Bank of America, N.A. as forward purchaser. From time to time during the quarter at our instruction, the forward purchaser borrowed, and an affiliate of the forward purchaser sold, 2,909,274 shares of Sempra common stock under this agreement. At the initial forward price of $92.1546 per share, the proceeds from this forward sale agreement if we elect full physical settlement would be approximately $268 million (net of sales commissions of approximately $2.4 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). At December 31, 2025, a total of 2,909,274 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us no later than June 30, 2026.

In the first quarter of 2025, we entered into a forward sale agreement under the ATM program with Wells Fargo Bank, N.A. as forward purchaser. From time to time during the quarter at our instruction, the forward purchaser borrowed, and an affiliate of the forward purchaser sold, 2,087,317 shares of Sempra common stock under this agreement. At the initial forward price of $70.6593 per share, the proceeds from this forward sale agreement if we elect full physical settlement would be approximately $147 million (net of sales commissions of approximately $1.3 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). At December 31, 2025, a total of 2,087,317 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us no later than March 31, 2027.

The shares offered pursuant to the forward sale agreements were borrowed by the applicable forward purchaser and therefore were not newly issued shares. We did not initially receive any proceeds from the sale of shares pursuant to the forward sale agreements. Although we may settle the forward sale agreements entirely by the physical delivery of shares of our common stock in exchange for cash proceeds, we may, subject to certain conditions, elect cash settlement or net share settlement for all or a portion of our obligations under the forward sale agreements. The forward sale agreements are also subject to acceleration by the applicable forward purchaser upon the occurrence of certain events.

November 2023 Common Stock Offering and Forward Sale Agreements

In November 2023, we completed the offering of 19,242,010 shares of our common stock, no par value, in a registered public offering at $70.00 per share ($68.845 per share after deducting underwriting discounts), 17,142,858 shares of which were pursuant to forward sale agreements with an affiliate of Morgan Stanley & Co. LLC and an affiliate of Citigroup Global Markets Inc. (the November 2023 forward purchasers). The shares offered pursuant to the forward sale agreements were borrowed by the underwriters and therefore are not newly issued shares. The underwriters of the offering partially exercised the option we granted them and purchased 2,099,152 shares of common stock directly from us solely to cover overallotments. We received net proceeds of $144 million (net of underwriting discounts and equity issuance costs of $3 million) from the sale of shares to cover overallotments. We did not initially receive any proceeds from the sale of shares pursuant to the forward sale agreements. We used the net proceeds from the sale of the overallotment shares to fund working capital and for other general corporate purposes, including to partly finance our long-term capital plan and to repay commercial paper and other indebtedness.

In December 2024, upon full physical settlement of the forward sale agreements from our November 2023 offering, we received net proceeds of $1.2 billion (net of underwriting discounts and equity issuance costs of $20 million) from the issuance of 17,142,858 shares of Sempra common stock at a forward price of $69.2195 per share. We used the net proceeds from our common stock issued pursuant to the forward sale agreements to fund working capital and for other general corporate purposes, including to partly finance our long-term capital plan and to repay commercial paper and other indebtedness.

COMMON STOCK REPURCHASES

On July 6, 2020, our board of directors authorized the repurchase of shares of our common stock at any time and from time to time in an aggregate amount not to exceed the lesser of $2.0 billion or amounts spent to purchase no more than 25,000,000 shares. As of February 26, 2026, a maximum of $1.25 billion and no more than 19,632,529 shares may yet be purchased under this repurchase authorization.

In 2025, 2024 and 2023, we withheld 684,748 shares for $58 million, 689,303 shares for $43 million and 412,594 shares for $32 million, respectively, of our common stock that would otherwise be issued to LTIP participants and individuals exercising stock options in 2024 who do not elect otherwise upon the vesting of RSUs and exercise of stock options in an amount sufficient to satisfy minimum statutory tax withholding requirements. Such share withholding is considered a share repurchase for accounting purposes. The repurchases do not fall under the July 6, 2020 repurchase authorization.

EARNINGS PER COMMON SHARE

Basic EPS is calculated by dividing earnings attributable to common shares by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the potential dilution of common stock equivalent shares that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

EARNINGS PER COMMON SHARE COMPUTATIONS
(Dollars in millions, except per share amounts; shares in thousands)
	Years ended December 31,
	2025		2024		2023
Sempra:
Numerator:
Earnings attributable to common shares	$	1,796	$	2,817	$	3,030
Denominator:
Weighted-average common shares outstanding for basic EPS(1)	652,697		633,795		630,296
Dilutive effect of common shares sold forward	209		2,036		96
Dilutive effect of stock options and RSUs(2)	920		2,112		2,341
Weighted-average common shares outstanding for diluted EPS	653,826		637,943		632,733
EPS:
Basic	$	2.75	$	4.44	$	4.81
Diluted	$	2.75	$	4.42	$	4.79

(1)     Includes fully vested RSUs held in our deferred compensation plan of 500 in 2025, 617 in 2024 and 717 in 2023. These fully vested RSUs are included in weighted-average common shares outstanding for basic EPS because there are no conditions under which the corresponding shares will not be issued.

(2)    Due to market fluctuations of both Sempra common stock and the comparative indices used to determine the vesting percentage of our total shareholder return performance-based RSUs, which we discuss in Note 14, dilutive RSUs may vary widely from period-to-period.

The potentially dilutive impact from stock options and RSUs is calculated under the treasury stock method. Under this method, proceeds based on the exercise price and unearned compensation are assumed to be used to repurchase shares on the open market at the average market price for the period, reducing the number of potential new shares to be issued and sometimes causing an antidilutive effect. The computation of diluted EPS for 2025, 2024 and 2023 excludes potentially dilutive shares related to stock options and RSUs of 567,653, 747,724 and 502,942, respectively, because to include them would be antidilutive for the period. However, these shares could potentially dilute basic EPS in the future.

The potentially dilutive impact from the forward sale of our common stock pursuant to the forward sale agreements that we discuss above is reflected in our diluted EPS calculation using the treasury stock method. We anticipate there will be a dilutive effect on our EPS when the average market price of our common stock shares is above the applicable adjusted forward price, subject to increase or decrease based on the overnight bank funding rate, less a spread, and subject to decrease by amounts related to expected dividends on shares of our common stock during the term of the forward sale agreements. Additionally, if we decide to physically settle or net share settle the forward sale agreements, delivery of our shares to the forward purchasers on any such physical settlement or net share settlement of the forward sale agreements would result in dilution to our EPS.

NONCONTROLLING INTERESTS

Ownership interests in a consolidated entity that are held by unconsolidated owners are accounted for and reported as NCI.

In 2025, 2024 and 2023, Sempra Infrastructure distributed $609 million, $297 million and $730 million, respectively, to its NCI owners, and NCI owners contributed $327 million, $1,235 million and $1,770 million, respectively, to Sempra Infrastructure.

The following table summarizes net income attributable to Sempra and transfers (to) from CRNCI and NCI, which shows the effects of changes in Sempra’s ownership interest in its subsidiaries on Sempra’s shareholders’ equity. There were no transfers (to) from CRNCI and NCI in 2024.

NET INCOME ATTRIBUTABLE TO SEMPRA AND TRANSFERS (TO) FROM CRNCI AND NCI
(Dollars in millions)
	Years ended December 31,
	2025		2023
Sempra:
Net income attributable to Sempra	$	1,837	$	3,075
Transfers (to) from CRNCI and NCI:
Increase in shareholders’ equity from investor equity subscription	16		—
Increase in shareholders’ equity from allocation of interests(1)	1,073		—
Decrease in shareholders’ equity for sales of NCI	—		(49)
Net transfers (to) from CRNCI and NCI	1,089		(49)
Change from net income attributable to Sempra and transfers (to) from CRNCI and NCI	$	2,926	$	3,026

(1)    We describe the allocation of interests in Note 12.

SI Partners

Sale of NCI to KKR Pinnacle

In connection with the October 2021 sale of NCI to KKR Pinnacle, KKR Pinnacle was entitled to a $200 million credit from Sempra to be applied to capital calls once an LNG project reached a positive FID and met certain projected internal rates of return. In 2023, KKR Pinnacle used $200 million of this credit to fund its share of contributions to SI Partners. As a result, we recorded a $200 million increase in equity held by NCI and a decrease in Sempra’s shareholders’ equity of $145 million, net of a tax benefit.

SI Partners Subsidiaries

Sale of NCI to KKR Denali

In September 2023, a subsidiary of SI Partners completed the sale of a 60% interest in an SI Partners subsidiary (resulting in a 42% NCI in the PA LNG Phase 1 project) to KKR Denali for aggregate cash consideration of $976 million, including post-closing adjustments. As a result of this sale, we recorded a $1.0 billion increase in equity held by NCI and a decrease in Sempra’s shareholders’ equity of $61 million, including $11 million in transaction costs and net of a $23 million tax benefit.

SI Partners’ and KKR Denali’s subsidiaries have made capital contribution commitments to fund their respective equity share of the equity funding amount of anticipated development costs of the PA LNG Phase 1 project, except in certain budget overrun scenarios.

Sale of NCI to ConocoPhillips Affiliate

In March 2023, a subsidiary of SI Partners completed the sale of a 30% interest in an SI Partners subsidiary (resulting in a 30% NCI in the PA LNG Phase 1 project) to an affiliate of ConocoPhillips for aggregate cash consideration of $254 million, including post-closing adjustments. As a result of this sale, we recorded a $234 million increase in equity held by NCI and an increase in Sempra’s shareholders’ equity of $12 million, net of $3 million in transaction costs and $5 million in tax expense.

SI Partners’ subsidiary and the ConocoPhillips affiliate have made certain customary capital contribution commitments to fund their respective pro rata equity share of the total anticipated capital calls for the equity portion of the anticipated development costs of the PA LNG Phase 1 project. In addition, both SI Partners and ConocoPhillips have provided guarantees relating to their respective affiliate’s commitment to make its pro rata equity share of capital contributions to fund 110% of the development budget of the PA LNG Phase 1 project, in an aggregate amount of up to $9.0 billion. SI Partners’ guarantee covers 70% of this amount plus enforcement costs of its guarantee. As of December 31, 2025, an aggregate amount of $2.7 billion has been paid by SI Partners’ subsidiary in satisfaction of its commitment to fund its portion of the development budget of the PA LNG Phase 1 project.