SEMPRA
For the period ended Mar 31, 2025. Filed May 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 8, 2025
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Item 5. Other Information
(a)None.
(b)None.
(c)During the most recent fiscal quarter, (i) Kevin C. Sagara, who was at the time a Sempra director, adopted a Rule 10b5-1 trading arrangement with respect to the securities of Sempra, with the material terms described below; (ii) Jeffrey W. Martin, who was at the time a Sempra director and officer, terminated a Rule 10b5-1 trading arrangement with respect to the securities of Sempra, as described below; (iii) no Sempra directors or officers adopted orterminated a non-Rule 10b5-1 trading arrangement with respect to the securities of Sempra; and (iv) 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 arrangements listed below are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
| RULE 10B5-1 TRADING ARRANGEMENT | |||
|---|---|---|---|
| (Three months ended March 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 |
| Sempra: | |||
| Jeffrey W. Martin, Chairman, Chief Executive Officer and President | March 10, 2025(terminated) | From January 30, 2025 until March 10, 2025 | All shares of Sempra common stock subject to 104,540 performance-based RSUs vesting in January and February of 2025(1), less shares to which Mr. Martin would otherwise be entitled that are withheld to satisfy minimum statutory tax withholding requirements |
| Kevin C. Sagara, Director | March 19, 2025(adopted) | From June 18, 2025 until all shares are sold or the trading arrangement is otherwise terminated | 43,297 shares of Sempra common stock |
(1) 49,737 and 53,111 shares (in each case reflecting the deduction of shares to which Mr. Martin would otherwise be entitled that were withheld to satisfy minimum statutory tax withholding requirements) subject to the performance-based RSUs vested in early 2025 based on our total shareholder return for the three-year performance period ending on January 2, 2025 and EPS growth (as adjusted for long-term incentive plan purposes) for the three-year performance period ending on December 31, 2024, respectively.
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