Equibles

10-Q

SOUTHERN CALIFORNIA GAS CO (SOCGM)

10-Q 2026-05-07 For: 2026-03-31
View Original
Added on May 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q (Mark One)
--- --- --- --- ---
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. Exact Name of Registrant as Specified in its Charter, <br>Address of Principal Executive Office and Telephone Number State of Incorporation IRS Employer Identification No. Former name, former address and former fiscal year, if changed since last report
--- --- --- --- ---
1-14201 Sempra California 33-0732627 No change
488 8th Avenue
San Diego, California 92101
(619) 696-2000
1-03779 San Diego Gas & Electric Company California 95-1184800 No change
8330 Century Park Court
San Diego, California 92123
(619) 696-2000
1-01402 Southern California Gas Company California 95-1240705 No change
555 West 5th Street
Los Angeles, California 90013
(213) 244-1200 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
--- --- ---
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Sempra:
Common Stock, without par value SRE New York Stock Exchange
5.75% Junior Subordinated Notes Due 2079, $25 par value SREA New York Stock Exchange
San Diego Gas & Electric Company:
None
Southern California Gas Company:
None
Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
---
Indicate by check mark whether the Registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrants were required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer Accelerated<br>Filer Non-accelerated Filer Smaller Reporting<br>Company Emerging Growth<br>Company
--- --- --- --- --- ---
Sempra ☒ ☐ ☐ ☐ ☐
San Diego Gas & Electric Company ☐ ☐ ☒ ☐ ☐
Southern California Gas Company ☐ ☐ ☒ ☐ ☐ If an emerging growth company, indicate by check mark if the Registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
--- ---
Indicate by check mark whether the Registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date.
Common stock outstanding as of May 4, 2026:
Sempra 653,690,046 shares
San Diego Gas & Electric Company Wholly owned by Enova Corporation, which is wholly owned by Sempra
Southern California Gas Company Wholly owned by Pacific Enterprises, which is wholly owned by Sempra

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TABLE OF CONTENTS
Page
Glossary 4
Information Regarding Forward-Looking Statements 7
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements 9
Notes to Condensed Consolidated Financial Statements
Note 1. General Information and Other Financial Data 28
Note 2. New Accounting Standards 42
Note 3. Revenues 43
Note 4. Regulatory Matters 46
Note 5. Sempra – Investments in Unconsolidated Entities 48
Note 6. Sempra – Divestitures 50
Note 7. Debt and Credit Facilities 53
Note 8. Derivative Financial Instruments 55
Note 9. Fair Value Measurements 62
Note 10. Sempra – Contingently Redeemable Noncontrolling Interest 70
Note 11. Sempra – Equity and Earnings Per Common Share 70
Note 12. San Onofre Nuclear Generating Station 73
Note 13. Commitments, Contingencies and Guarantees 75
Note 14. Segment Information 79
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 85
Overview 85
Results of Operations by Registrant 86
Capital Resources and Liquidity 98
Critical Accounting Estimates 111
New Accounting Standards 112
Item 3. Quantitative and Qualitative Disclosures About Market Risk 112
Item 4. Controls and Procedures 113
PART II – OTHER INFORMATION
Item 1. Legal Proceedings 115
Item 1A. Risk Factors 115
Item 5. Other Information 115
Item 6. Exhibits 116
Signatures 119

This combined Form 10-Q is separately filed by Sempra, San Diego Gas & Electric Company and Southern California Gas Company. Information contained herein relating to any one of these individual Registrants is filed by such Registrant on its own behalf. Each such Registrant makes statements herein only as to itself and makes no statement whatsoever as to any other Registrant.

You should read this report in its entirety as it pertains to each respective Registrant. No one section of the report deals with all aspects of the subject matter. A separate Part I – Item 1 is provided for each Registrant, except for the Notes to Condensed Consolidated Financial Statements, which are combined for all the Registrants. All Items other than Part I – Item 1 are combined for the three Registrants.

None of the website references in this report are active hyperlinks, and the information contained on or that can be accessed through any such website is not and shall not be deemed to be part of or incorporated by reference in this report or any other document that we file with or furnish to the SEC.

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The following terms and abbreviations appearing in this report have the meanings indicated below.

GLOSSARY
2019 Wildfire Legislation AB 1054 and AB 111
2025 Wildfire Legislation Senate Bill 254
AB California Assembly Bill
ADIA Black Silverback ZC 2022 LP (assignee of Black River B 2017 Inc.), a wholly owned affiliate of Abu Dhabi Investment Authority
AFUDC allowance for funds used during construction
amparo an extraordinary constitutional appeal governed by Articles 103 and 107 of the Mexican Constitution and filed in Mexican federal court
Annual Report Annual Report on Form 10-K for the year ended December 31, 2025
AOCI accumulated other comprehensive income (loss)
ARO asset retirement obligation
ASEA Agencia de Seguridad, Energía y Ambiente (Mexico’s National Agency for Safety, Energy, and Environment)
ASU Accounting Standards Update
ATM at-the-market equity offering program pursuant to the Sales Agreement
Bechtel Bechtel Energy Inc.
Blackstone BX Frontier Member I LLC and BX Frontier Member II LLC, collectively
bps basis points
California ISO adder an additional 0.50% ROE for participation in the California ISO
Cameron LNG JV Cameron LNG Holdings, LLC
Cameron LNG Phase 1 facility Cameron LNG JV liquefaction facility
Cameron LNG Phase 2 project Cameron LNG JV liquefaction expansion project
CCA Community Choice Aggregator
CCM cost of capital adjustment mechanism
CFE Comisión Federal de Electricidad (Mexico’s Federal Electricity Commission)
CFIN Cameron LNG FINCO, LLC, a wholly owned and unconsolidated affiliate of Cameron LNG JV
CNE Comisión Nacional de Energía (Mexico’s National Commission of Energy)
CODM chief operating decision maker as defined in Accounting Standards Codification 280
ConocoPhillips ConocoPhillips Company
Continuation Account the Wildfire Fund Continuation Account established by the 2025 Wildfire Legislation
CPUC California Public Utilities Commission
CRNCI contingently redeemable noncontrolling interest
CRR congestion revenue right
DOE U.S. Department of Energy
ECA LNG ECA LNG Phase 1 and ECA LNG Phase 2, collectively
ECA LNG Phase 1 ECA LNG Holdings B.V., a subsidiary of SI Partners that owns the ECA LNG Phase 1 project
ECA LNG Phase 2 ECA LNG II Holdings B.V., a subsidiary of SI Partners that owns the ECA LNG Phase 2 project
ECA Regas Facility Energía Costa Azul, S. de R.L. de C.V. LNG regasification facility
Ecogas Ecogas México, S. de R.L. de C.V.
Edison Southern California Edison Company, a subsidiary of Edison International
EPC engineering, procurement and construction
EPS earnings (losses) per common share
ETR effective income tax rate
Exchange Act Securities Exchange Act of 1934, as amended
FD final decision
feed gas natural gas that is provided to be used for processing to produce LNG
FERC Federal Energy Regulatory Commission
FID final investment decision
Fitch Fitch Ratings, Inc.
FTA Free Trade Agreement
GCIM Gas Cost Incentive Mechanism
GHG greenhouse gas
GRC General Rate Case
HOA Heads of Agreement
IEnova Infraestructura Energética Nova, S.A.P.I. de C.V.
IMG Infraestructura Marina del Golfo
IOU investor-owned utility

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GLOSSARY
IRS U.S. Internal Revenue Service
ISO Independent System Operator
ITC investment tax credit
JV joint venture
KKR Partners affiliates of Kohlberg Kravis Roberts & Co. L.P. and indirect co-investor Canada Pension Plan Investment Board, collectively
KKR Pinnacle KKR Pinnacle Investor L.P., an affiliate of Kohlberg Kravis Roberts & Co. L.P.
LA Fires the wildfires in Los Angeles County, California, including the Palisades, Eaton and other fires, that burned in January and February of 2025
LNG liquefied natural gas
MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations
MMBtu million British thermal units (of natural gas)
Moody’s Moody’s Investors Service, Inc.
MOU Memorandum of Understanding
Mtpa million tonnes per annum
MW megawatt
MWh megawatt hour
NCI noncontrolling interest(s)
NDT nuclear decommissioning trusts
O&M operation and maintenance expense
OCI other comprehensive income (loss)
OEIS Office of Energy Infrastructure Safety
Oncor Oncor Electric Delivery Company LLC
Oncor Holdings Oncor Electric Delivery Holdings Company LLC
Other Sempra All Sempra consolidated entities, except for SDG&E and SoCalGas
PA2 JVCo a subsidiary of SI Partners that owns Port Arthur LNG II
PA LNG Phase 1 project initial phase of the Port Arthur LNG liquefaction project
PA LNG Phase 2 project second phase of the Port Arthur LNG liquefaction project
PBOP postretirement benefits other than pension
PD proposed decision
Port Arthur LNG I Port Arthur LNG, LLC, a subsidiary of SI Partners that owns the PA LNG Phase 1 project
Port Arthur LNG II Port Arthur LNG Phase II, LLC, a subsidiary of SI Partners that owns the PA LNG Phase 2 project
PP&E property, plant and equipment
PPA power purchase agreement
PSEP Pipeline Safety Enhancement Plan
PUCT Public Utility Commission of Texas
Registrants has the meaning set forth in Rule 12b-2 under the Exchange Act and consists of Sempra, SDG&E and SoCalGas for purposes of this report
ROE return on equity
RSU restricted stock unit
S&P S&P Global Ratings, a division of S&P Global Inc.
Sales Agreement ATM Equity Offering Sales Agreement, dated November 6, 2024 and amended May 6, 2026, among Sempra and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC (each a sales agent or forward seller) and Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank of America, N.A., Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, or one of their respective affiliates (each a forward purchaser)
SDG&E San Diego Gas & Electric Company
SDSRA Senior Debt Service Reserve Account
SEC U.S. Securities and Exchange Commission
SEDATU Secretaría de Desarrollo Agrario, Territorial y Urbano (Mexico’s agency in charge of agriculture, land and urban development)
SENER Secretaría de Energía de México (Mexico’s Ministry of Energy)
series C preferred stock Sempra’s 4.875% fixed-rate reset cumulative redeemable perpetual preferred stock, series C, which we redeemed in October 2025 and which is no longer an authorized series of Sempra’s capital stock
Sharyland Utilities Sharyland Utilities, L.L.C.

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GLOSSARY
SI Partners Sempra Infrastructure Partners, LP, the holding company for most of Sempra’s businesses not subject to California or Texas utility regulation
SoCalGas Southern California Gas Company
SOFR Secured Overnight Financing Rate
SONGS San Onofre Nuclear Generating Station
SPA sale and purchase agreement
SRP Oncor’s system resiliency plan approved by the PUCT in November 2024
Support Agreement support agreement, dated July 28, 2020 and amended in June 2021 and January 2025, between Sempra and Sumitomo Mitsui Banking Corporation
TAG Norte TAG Norte Holding, S. de R.L. de C.V.
TAG Pipelines TAG Pipelines Norte, S. de R.L. de C.V.
TO5 Electric Transmission Owner Formula Rate, effective June 1, 2019 through May 31, 2025
TO5 adder refund provision the provision in the TO5 settlement providing that SDG&E will refund the California ISO adder as of June 1, 2019 if the FERC issues an order ruling that California IOUs are no longer eligible for the California ISO adder
TO6 Electric Transmission Owner Formula Rate, effective June 1, 2025, subject to refund
TTI Texas Transmission Investment LLC, an entity that owns a 19.75% interest in Oncor and is indirectly owned by OMERS Administration Corporation (acting through its infrastructure investment entity, OMERS Infrastructure Management Inc.) and GIC Private Limited
U.S. GAAP generally accepted accounting principles in the United States of America
UTM unified tracker mechanism
VIE variable interest entity
VREP Voluntary Retirement Enhancement Program
Wildfire Fund the fund established pursuant to AB 1054
WMP wildfire mitigation plan

In this report, references to “Sempra” are to Sempra and its consolidated entities, collectively, and references to “we,” “our,” “us” and “our company” are to the applicable Registrant and its consolidated entities, collectively, in each case unless otherwise stated or indicated by the context. All references in this report to our reportable segments are not intended to refer to any legal entity with the same or similar name.

Throughout this report, we refer to the following as Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements when discussed together or collectively:

▪the Condensed Consolidated Financial Statements and related Notes of Sempra;

▪the Condensed Financial Statements and related Notes of SDG&E; and

▪the Condensed Financial Statements and related Notes of SoCalGas.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions about the future, involve risks and uncertainties, and are not guarantees. Future results may differ materially from those expressed or implied in any forward-looking statement. These forward-looking statements represent our estimates and assumptions only as of the filing date of this report. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.

Forward-looking statements can be identified by words such as “believe,” “expect,” “intend,” “anticipate,” “contemplate,” “plan,” “estimate,” “project,” “forecast,” “envision,” “should,” “could,” “would,” “will,” “confident,” “may,” “can,” “potential,” “possible,” “proposed,” “in process,” “construct,” “develop,” “opportunity,” “preliminary,” “pro forma,” “strategic,” “initiative,” “target,” “outlook,” “optimistic,” “poised,” “positioned,” “maintain,” “continue,” “progress,” “advance,” “goal,” “aim,” “commit,” or similar expressions, or when we discuss our guidance, priorities, strategies, goals, vision, mission, projections, intentions or expectations.

Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include:

▪California wildfires, including potential liability for damages regardless of fault and any inability to recover all or a substantial portion of costs from insurance, the Wildfire Fund and the Continuation Account, rates from customers or a combination thereof

▪decisions, disallowances or denials of cost recovery, audits, investigations, inquiries, ordered studies, regulations, legislative actions, denials or revocations of permits, consents, approvals or other authorizations, renewals of franchises, and other actions, including the failure to honor contracts and commitments, by the (i) CNE, CPUC, DOE, FERC, IRS, PUCT and other regulatory bodies and (ii) U.S., Mexico and states, counties, cities and other jurisdictions therein and in other countries where we do business

▪the success of business development efforts, construction projects, acquisitions, divestitures, and other significant transactions, such as the planned sale of a portion of our equity interest in SI Partners, including risks related to, as applicable, (i) being able to reach a positive FID, (ii) negotiating pricing and other terms in definitive contracts, (iii) completing construction projects or other transactions on schedule and budget, (iv) realizing anticipated benefits from any of these efforts if completed, (v) obtaining regulatory and other approvals and (vi) third parties honoring their contracts and commitments, including with respect to closing or post-closing payments

▪changes to our capital expenditure plans and their potential impact on rate base or other growth

▪changes, due to evolving economic, political and other factors and increasing geopolitical instability as a result of wars or other conflicts in various parts of the world, to (i) trade and other foreign policy, including the imposition of tariffs by the U.S. and foreign countries (and uncertainty related to the implementation and enforceability thereof), and (ii) laws and regulations, including those related to tax and the energy industry in the U.S. and Mexico

▪litigation, arbitration, property disputes and other proceedings

▪cybersecurity threats, including by nation-state actors, of ransomware or other attacks on our systems, the energy grid or our other infrastructure, or the systems of third parties with which we conduct business

▪the availability, uses, sufficiency, and cost of capital resources and our ability to borrow money or otherwise raise capital on favorable terms and meet our obligations, which can be affected by, among other things, (i) actions by credit rating agencies to downgrade our credit ratings or place those ratings on negative outlook, (ii) instability in the capital markets, and (iii) fluctuating interest rates and inflation

▪the impact of efforts to increase affordability of U.S. utility customer rates on our ability to obtain cost recovery from applicable regulators, our capital expenditure and other growth plans and our ability to advance statewide policies

▪the impact on affordability of customer rates, cost of capital and operating margin due to (i) volatility in inflation, interest rates, commodity prices, tariff rates, and foreign currency exchange rates and (ii) with respect to SDG&E’s and SoCalGas’ businesses, the cost of meeting the demand for lower carbon and reliable energy in California

▪the impact of climate policies, laws, rules, regulations, trends and required disclosures, including actions to reduce or eliminate reliance on natural gas, increased uncertainty in the political or regulatory environment for California natural gas distribution companies, the risk of nonrecovery for stranded assets, and uncertainty related to emerging technologies

▪weather, natural disasters, pandemics, accidents, equipment failures, explosions, terrorism, information system outages or other events, such as work stoppages, that disrupt our operations, damage our facilities or systems, cause the release of harmful materials or fires or subject us to liability for damages, fines and penalties, some of which may not be recoverable through regulatory mechanisms or insurance or may impact our ability to obtain satisfactory levels of affordable insurance

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▪the availability of electric power, natural gas and natural gas storage and transportation capacity, including disruptions caused by failures in the transmission grid or pipeline and storage systems or limitations on the injection and withdrawal of natural gas from storage facilities

▪Oncor’s ability to reduce or eliminate its quarterly dividends due to regulatory and governance requirements and commitments, including by actions of Oncor’s independent directors or a minority member director

▪other uncertainties, some of which are difficult to predict and beyond our control

We caution you not to rely unduly on any forward-looking statements. You should review and carefully consider the risks, uncertainties and other factors that affect our businesses as described herein, in our Annual Report and in other reports we file with the SEC.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions, except per share amounts; shares in thousands)
Three months ended March 31,
2026 2025
(unaudited)
REVENUES
Utilities:
Natural gas $ 2,025 $ 2,362
Electric 1,224 1,059
Energy-related businesses 406 381
Total revenues 3,655 3,802
EXPENSES AND OTHER INCOME
Utilities:
Cost of natural gas (335) (493)
Cost of electric fuel and purchased power (81) (52)
Energy-related businesses cost of sales (76) (119)
Operation and maintenance (1,242) (1,343)
Depreciation and amortization (621) (640)
Franchise fees and other taxes (210) (196)
Other income, net 100 91
Interest income 40 34
Interest expense (382) (433)
Income before income taxes and equity earnings 848 651
Income tax expense (65) (57)
Equity earnings 367 325
Net income 1,150 919
Earnings attributable to noncontrolling interests (107) (2)
Earnings attributable to contingently redeemable noncontrolling interest (6) —
Preferred dividends — (11)
Earnings attributable to common shares $ 1,037 $ 906
Basic EPS:
Earnings $ 1.59 $ 1.39
Weighted-average common shares outstanding 653,589 651,992
Diluted EPS:
Earnings $ 1.58 $ 1.39
Weighted-average common shares outstanding 655,488 653,018

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Sempra shareholders’ equity
Pretax<br>amount Income tax<br>(expense) benefit Net-of-tax<br>amount NCI<br>(after tax) CRNCI<br>(after tax) Total
(unaudited)
Three months ended March 31, 2026 and 2025
2026:
Net income $ 1,102 $ (65) $ 1,037 $ 107 $ 6 $ 1,150
Other comprehensive income (loss):
Foreign currency translation adjustments (2) — (2) (1) — (3)
Financial instruments 3 (1) 2 2 — 4
Pension and other postretirement benefits 6 — 6 — — 6
Total other comprehensive income 7 (1) 6 1 — 7
Comprehensive income $ 1,109 $ (66) $ 1,043 $ 108 $ 6 $ 1,157
2025:
Net income $ 974 $ (57) $ 917 $ 2 $ — $ 919
Other comprehensive income (loss):
Financial instruments (36) 4 (32) (5) — (37)
Pension and other postretirement benefits 3 — 3 — — 3
Total other comprehensive loss (33) 4 (29) (5) — (34)
Comprehensive income (loss) $ 941 $ (53) $ 888 $ (3) $ — $ 885

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
March 31, December 31,
2026 2025(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 794 $ 29
Restricted cash 2 2
Accounts receivable – trade, net 1,604 1,767
Accounts receivable – other, net 203 157
Due from unconsolidated affiliates 34 —
Income taxes receivable 177 71
Inventories 530 561
Regulatory assets 561 761
Greenhouse gas allowances 199 203
Assets held for sale 31,865 31,024
Other current assets 234 262
Total current assets 36,203 34,837
Other assets:
Regulatory assets 4,077 3,868
Greenhouse gas allowances 1,378 1,221
Nuclear decommissioning trusts 884 899
Dedicated assets in support of certain benefit plans 588 605
Deferred income taxes 10 10
Right-of-use assets – operating leases 1,297 1,262
Investment in Oncor Holdings 18,243 17,472
Other investments 148 147
Wildfire fund 240 246
Other long-term assets 1,261 1,300
Total other assets 28,126 27,030
Property, plant and equipment:
Property, plant and equipment 67,477 66,900
Less accumulated depreciation and amortization (18,288) (17,889)
Property, plant and equipment, net 49,189 49,011
Total assets $ 113,518 $ 110,878

(1)    Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31, December 31,
2026 2025(1)
(unaudited)
LIABILITIES, CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST, AND EQUITY
Current liabilities:
Short-term debt $ 3,708 $ 4,166
Accounts payable – trade 1,134 1,461
Accounts payable – other 174 203
Due to unconsolidated affiliates — 8
Dividends and interest payable 920 770
Accrued compensation and benefits 316 521
Regulatory liabilities 3 3
Current portion of long-term debt and finance leases 1,878 1,876
Greenhouse gas obligations 199 203
Liabilities held for sale 12,249 11,704
Other current liabilities 858 979
Total current liabilities 21,439 21,894
Long-term debt and finance leases 30,847 28,979
Deferred credits and other liabilities:
Regulatory liabilities 4,303 4,250
Greenhouse gas obligations 1,064 957
Pension and other postretirement benefit plan obligations, net of plan assets 126 124
Deferred income taxes 6,414 6,127
Asset retirement obligations 3,773 3,743
Deferred credits and other 2,824 2,805
Total deferred credits and other liabilities 18,504 18,006
Commitments and contingencies (Note 13)
Contingently redeemable noncontrolling interest 3,254 3,206
Equity:
Preferred stock (50,000,000 shares authorized; none issued) — —
Common stock (1,125,000,000 shares authorized; 653,344,198 and 652,731,668 shares<br><br>outstanding at March 31, 2026 and December 31, 2025, respectively; no par value) 14,731 14,699
Retained earnings 17,699 17,092
Accumulated other comprehensive income (loss) (191) (197)
Total Sempra shareholders’ equity 32,239 31,594
Preferred stock of subsidiary 20 20
Other noncontrolling interests 7,215 7,179
Total equity 39,474 38,793
Total liabilities, contingently redeemable noncontrolling interest, and equity $ 113,518 $ 110,878

(1)    Derived from audited financial statements.

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
2026 2025
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,150 $ 919
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 621 640
Deferred income taxes and investment tax credits 124 (48)
Equity earnings (367) (325)
Share-based compensation expense 25 (2)
Fixed-price contracts and other derivatives (9) 134
Bad debt expense 18 6
Other 8 (3)
Net change in working capital components 89 (35)
Distributions from investments 389 291
Changes in other noncurrent assets and liabilities, net (239) (95)
Net cash provided by operating activities 1,809 1,482
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment (2,461) (2,336)
Expenditures for investments (876) (486)
Purchases of nuclear decommissioning and other trust assets (368) (292)
Proceeds from sales of nuclear decommissioning and other trust assets 395 329
Other (1) —
Net cash used in investing activities (3,311) (2,785)
CASH FLOWS FROM FINANCING ACTIVITIES
Common dividends paid (409) (380)
Issuances of common stock, net 9 10
Repurchases of common stock (20) (57)
Issuances of debt (maturities greater than 90 days) 3,345 2,941
Payments on debt (maturities greater than 90 days) and finance leases (673) (994)
Decrease in short-term debt, net (458) (70)
Advances from unconsolidated affiliates 63 44
Contributions from noncontrolling interests 41 34
Distributions to noncontrolling interests (65) (38)
Termination of interest rate swaps, net of transaction costs 96 —
Other (17) (14)
Net cash provided by financing activities 1,912 1,476
Effect of exchange rate changes on cash, cash equivalents and restricted cash (3) —
Increase in cash, cash equivalents and restricted cash 407 173
Cash, cash equivalents and restricted cash, January 1 3,552 1,589
Cash, cash equivalents and restricted cash, March 31 $ 3,959 $ 1,762

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in millions)
Three months ended March 31,
2026 2025
(unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized $ 243 $ 243
Income tax payments, net of refunds 20 100
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Repayments of advances from unconsolidated affiliate in lieu of distributions $ 60 $ 45
Accrued capital expenditures for PP&E 1,122 1,061
Increase in finance lease obligations capitalized to PP&E 5 16
Unamortized debt issuance costs reclassified from noncurrent assets to long-term debt 14 22
Change in equity related to allocation of interests 42 —
Preferred dividends declared but not paid — 11
Common dividends declared but not paid 430 420
Common dividends issued in stock 12 13

See Notes to Condensed Consolidated Financial Statements.

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SEMPRA
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
(Dollars in millions)
Preferred stock Common <br>stock Retained earnings AOCI Sempra<br>shareholders’<br>equity NCI Total<br>equity
Balance at December 31, 2025 3,206 $ — $ 14,699 $ 17,092 $ (197) $ 31,594 $ 7,199 $ 38,793
Net income 1,037 1,037 107 1,144
Other comprehensive income 6 6 1 7
Share-based compensation expense 25 25 25
Dividends declared:
Common stock (0.66/share) (430) (430) (430)
Issuances of common stock 21 21 21
Repurchases of common stock (20) (20) (20)
CRNCI and NCI activities:
Allocation of interests 6 6 (48) (42)
Contributions from NCI 41 41
Distributions to NCI (65) (65)
Balance at March 31, 2026 3,254 $ — $ 14,731 $ 17,699 $ (191) $ 32,239 $ 7,235 $ 39,474
Balance at December 31, 2024 — $ 889 $ 13,520 $ 16,979 $ (166) $ 31,222 $ 6,566 $ 37,788
Net income 917 917 2 919
Other comprehensive loss (29) (29) (5) (34)
Share-based compensation expense (2) (2) (2)
Dividends declared:
Series C preferred stock (12.19/share) (11) (11) (11)
Common stock (0.65/share) (420) (420) (420)
Issuances of common stock 23 23 23
Repurchases of common stock (57) (57) (57)
CRNCI and NCI activities:
Contributions from NCI 34 34
Distributions to NCI (38) (38)
Balance at March 31, 2025 — $ 889 $ 13,484 $ 17,465 $ (195) $ 31,643 $ 6,559 $ 38,202

All values are in US Dollars.

See Notes to Condensed Consolidated Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended March 31,
2026 2025
(unaudited)
Operating revenues:
Electric $ 1,228 $ 1,064
Natural gas 319 356
Total operating revenues 1,547 1,420
Operating expenses:
Cost of electric fuel and purchased power 94 73
Cost of natural gas 90 87
Operation and maintenance 423 440
Depreciation and amortization 344 320
Franchise fees and other taxes 123 110
Total operating expenses 1,074 1,030
Operating income 473 390
Other income, net 38 40
Interest income 1 —
Interest expense (147) (135)
Income before income taxes 365 295
Income tax expense (69) (14)
Net income/Earnings attributable to common shares $ 296 $ 281

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Pretax<br>amount Income tax expense Net-of-tax<br>amount
(unaudited)
Three months ended March 31, 2026 and 2025
2026:
Net income/Comprehensive income $ 365 $ (69) $ 296
2025:
Net income/Comprehensive income $ 295 $ (14) $ 281

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
March 31, December 31,
2026 2025(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 747 $ 7
Accounts receivable – trade, net 897 809
Accounts receivable – other, net 105 92
Due from unconsolidated affiliates 1 1
Income taxes receivable, net 2 30
Inventories 263 267
Prepaid expenses 104 121
Regulatory assets 361 433
Greenhouse gas allowances 24 28
Other current assets 26 18
Total current assets 2,530 1,806
Other assets:
Regulatory assets 1,994 1,953
Greenhouse gas allowances 298 286
Nuclear decommissioning trusts 884 899
Right-of-use assets – operating leases 1,025 1,047
Wildfire fund 240 246
Other long-term assets 135 141
Total other assets 4,576 4,572
Property, plant and equipment:
Property, plant and equipment 35,383 35,033
Less accumulated depreciation and amortization (8,946) (8,729)
Property, plant and equipment, net 26,437 26,304
Total assets $ 33,543 $ 32,682

(1)    Derived from audited financial statements.

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31, December 31,
2026 2025(1)
(unaudited)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities:
Short-term debt $ — $ 531
Accounts payable – trade 622 712
Accounts payable – other 35 42
Due to unconsolidated affiliates 70 59
Interest payable 137 94
Accrued compensation and benefits 85 174
Regulatory liabilities 3 3
Current portion of long-term debt and finance leases 799 798
Greenhouse gas obligations 24 28
Asset retirement obligations 109 107
Other current liabilities 340 273
Total current liabilities 2,224 2,821
Long-term debt and finance leases 11,159 10,081
Deferred credits and other liabilities:
Regulatory liabilities 3,003 2,960
Greenhouse gas obligations 140 137
Pension obligation, net of plan assets 30 19
Deferred income taxes 3,343 3,286
Asset retirement obligations 747 746
Deferred credits and other 1,668 1,699
Total deferred credits and other liabilities 8,931 8,847
Commitments and contingencies (Note 13)
Shareholder’s equity:
Preferred stock (45,000,000 shares authorized; none issued) — —
Common stock (255,000,000 shares authorized; 116,583,358 shares outstanding;<br><br>no par value) 1,660 1,660
Retained earnings 9,575 9,279
Accumulated other comprehensive income (loss) (6) (6)
Total shareholder’s equity 11,229 10,933
Total liabilities and shareholder’s equity $ 33,543 $ 32,682

(1)    Derived from audited financial statements.

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
2026 2025
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 296 $ 281
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 344 320
Deferred income taxes and investment tax credits 22 (3)
Bad debt expense 19 16
Other (1) (5)
Net change in working capital components 10 30
Changes in noncurrent assets and liabilities, net (16) (61)
Net cash provided by operating activities 674 578
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment (486) (539)
Purchases of nuclear decommissioning trust assets (283) (258)
Proceeds from sales of nuclear decommissioning trust assets 291 274
Net cash used in investing activities (478) (523)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of debt (maturities greater than 90 days) 1,096 848
Payments on finance leases (12) (10)
Decrease in short-term debt, net (531) (280)
Debt issuance costs (9) (6)
Net cash provided by financing activities 544 552
Increase in cash and cash equivalents 740 607
Cash and cash equivalents, January 1 7 —
Cash and cash equivalents, March 31 $ 747 $ 607
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized $ 101 $ 102
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E $ 185 $ 199
Increase in finance lease obligations capitalized to PP&E 4 2

See Notes to Condensed Financial Statements.

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SAN DIEGO GAS & ELECTRIC COMPANY
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S EQUITY
(Dollars in millions)
Common<br>stock Retained<br>earnings AOCI Total<br>shareholder’s<br>equity
(unaudited)
Three months ended March 31, 2026
Balance at December 31, 2025 $ 1,660 $ 9,279 $ (6) $ 10,933
Net income 296 296
Balance at March 31, 2026 $ 1,660 $ 9,575 $ (6) $ 11,229
Three months ended March 31, 2025
Balance at December 31, 2024 $ 1,660 $ 8,916 $ (12) $ 10,564
Net income 281 281
Balance at March 31, 2025 $ 1,660 $ 9,197 $ (12) $ 10,845

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended March 31,
2026 2025
(unaudited)
Operating revenues $ 1,728 $ 2,020
Operating expenses:
Cost of natural gas 256 415
Operation and maintenance 621 757
Depreciation and amortization 273 242
Franchise fees and other taxes 81 79
Total operating expenses 1,231 1,493
Operating income 497 527
Other income, net 43 42
Interest income 1 2
Interest expense (97) (90)
Income before income taxes 444 481
Income tax expense (20) (38)
Net income/Earnings attributable to common shares $ 424 $ 443

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Pretax<br>amount Income tax expense Net-of-tax<br>amount
(unaudited)
Three months ended March 31, 2026 and 2025
2026:
Net income/Comprehensive income $ 444 $ (20) $ 424
2025:
Net income $ 481 $ (38) $ 443
Other comprehensive income (loss):
Pension and other postretirement benefits 2 — 2
Total other comprehensive income 2 — 2
Comprehensive income $ 483 $ (38) $ 445

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED BALANCE SHEETS
(Dollars in millions)
March 31, December 31,
2026 2025(1)
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1 $ 14
Accounts receivable – trade, net 706 958
Accounts receivable – other, net 88 61
Due from unconsolidated affiliates 10 8
Inventories 267 294
Regulatory assets 200 328
Greenhouse gas allowances 175 175
Other current assets 74 91
Total current assets 1,521 1,929
Other assets:
Regulatory assets 2,048 1,888
Greenhouse gas allowances 1,080 935
Right-of-use assets – operating leases 126 68
Other long-term assets 705 738
Total other assets 3,959 3,629
Property, plant and equipment:
Property, plant and equipment 31,249 31,078
Less accumulated depreciation and amortization (9,127) (8,948)
Property, plant and equipment, net 22,122 22,130
Total assets $ 27,602 $ 27,688

(1)    Derived from audited financial statements.

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
March 31, December 31,
2026 2025(1)
(unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Short-term debt $ 499 $ 903
Accounts payable – trade 473 727
Accounts payable – other 139 161
Due to unconsolidated affiliates 44 35
Accrued compensation and benefits 155 219
Current portion of long-term debt and finance leases 529 529
Greenhouse gas obligations 175 175
Asset retirement obligations 96 98
Other current liabilities 434 536
Total current liabilities 2,544 3,383
Long-term debt and finance leases 7,615 7,619
Deferred credits and other liabilities:
Regulatory liabilities 1,300 1,290
Greenhouse gas obligations 924 820
Pension obligation, net of plan assets 18 18
Deferred income taxes 2,397 2,271
Asset retirement obligations 3,023 2,994
Deferred credits and other 521 457
Total deferred credits and other liabilities 8,183 7,850
Commitments and contingencies (Note 13)
Shareholders’ equity:
Preferred stock (11,000,000 shares authorized; 862,043 shares outstanding) 22 22
Common stock (100,000,000 shares authorized; 91,300,000 shares outstanding;<br><br>no par value) 2,316 2,316
Retained earnings 6,939 6,515
Accumulated other comprehensive income (loss) (17) (17)
Total shareholders’ equity 9,260 8,836
Total liabilities and shareholders’ equity $ 27,602 $ 27,688

(1)    Derived from audited financial statements.

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in millions)
Three months ended March 31,
2026 2025
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 424 $ 443
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 273 242
Deferred income taxes and investment tax credits (20) (33)
Bad debt expense 7 8
Other (6) (5)
Net change in working capital components 210 76
Changes in noncurrent assets and liabilities, net (9) 48
Net cash provided by operating activities 879 779
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and equipment (481) (555)
Net cash used in investing activities (481) (555)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on finance leases (7) (6)
Decrease in short-term debt, net (404) (190)
Net cash used in financing activities (411) (196)
(Decrease) increase in cash and cash equivalents (13) 28
Cash and cash equivalents, January 1 14 12
Cash and cash equivalents, March 31 $ 1 $ 40
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest payments, net of amounts capitalized $ 56 $ 64
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures for PP&E $ 189 $ 199
Increase in finance lease obligations capitalized to PP&E 1 14

See Notes to Condensed Financial Statements.

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SOUTHERN CALIFORNIA GAS COMPANY
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Dollars in millions)
Common<br>stock Retained<br>earnings AOCI Total<br>shareholders’<br>equity
Balance at December 31, 2025 22 $ 2,316 $ 6,515 $ (17) $ 8,836
Net income 424 424
Dividends declared:
Preferred stock (0.38/share) — —
Balance at March 31, 2026 22 $ 2,316 $ 6,939 $ (17) $ 9,260
Balance at December 31, 2024 22 $ 2,316 $ 5,850 $ (27) $ 8,161
Net income 443 443
Other comprehensive income 2 2
Dividends declared:
Preferred stock (0.38/share) — —
Balance at March 31, 2025 22 $ 2,316 $ 6,293 $ (25) $ 8,606

All values are in US Dollars.

See Notes to Condensed Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERAL INFORMATION AND OTHER FINANCIAL DATA

PRINCIPLES OF CONSOLIDATION

Sempra

Sempra’s Condensed Consolidated Financial Statements include the accounts of Sempra and its consolidated entities. Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers. Sempra has three operating and reportable segments, which we describe in Note 14. All references in these Notes to our reportable segments are not intended to refer to any legal entity with the same or similar name.

SDG&E

SDG&E’s common stock is wholly owned by Enova Corporation, which is a wholly owned subsidiary of Sempra. SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County. SDG&E has one operating and reportable segment.

SoCalGas

SoCalGas’ common stock is wholly owned by Pacific Enterprises, which is a wholly owned subsidiary of Sempra. SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California. SoCalGas has one operating and reportable segment.

BASIS OF PRESENTATION

This is a combined report of Sempra, SDG&E and SoCalGas. We provide separate information for SDG&E and SoCalGas as required. We have eliminated intercompany accounts and transactions within Sempra’s Condensed Consolidated Financial Statements.

We have prepared our Condensed Consolidated Financial Statements in conformity with U.S. GAAP and in accordance with the interim period reporting requirements of Form 10-Q and applicable rules of the SEC. The financial statements reflect all adjustments that are necessary for a fair presentation of the results for the interim periods. These adjustments are only of a normal, recurring nature. Results of operations for interim periods are not necessarily indicative of results for the entire year or for any other period. We evaluated events and transactions that occurred after March 31, 2026 through the date the financial statements were issued and, in the opinion of management, the accompanying financial statements reflect all adjustments and disclosures necessary for a fair presentation.

All December 31, 2025 balance sheet information in the Condensed Consolidated Financial Statements has been derived from our audited 2025 Consolidated Financial Statements in the Annual Report. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the interim period reporting provisions of U.S. GAAP and the SEC.

We describe our significant accounting policies in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report and the impact of the adoption of new accounting standards on those policies in Note 2 below. We follow the same accounting policies for interim period reporting purposes.

The information contained in this report should be read in conjunction with the Annual Report.

REGULATED OPERATIONS

SDG&E’s and SoCalGas’ accounting policies and financial statements reflect the application of U.S. GAAP provisions governing rate-regulated operations and the policies of the CPUC and the FERC. We discuss revenue recognition and the effects of regulation at our utilities in Notes 3 and 4 below and in Notes 1, 3 and 4 of the Notes to Consolidated Financial Statements in the Annual Report.

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Our Sempra Texas Utilities segment is comprised of our equity method investments in holding companies that own interests in regulated electric transmission and distribution utilities in Texas.

Sempra Infrastructure’s natural gas distribution utility, Ecogas, also applies U.S. GAAP provisions governing rate-regulated operations. Certain business activities at Sempra Infrastructure are regulated by the CNE and the FERC and meet the regulatory accounting requirements of U.S. GAAP.

VARIABLE INTEREST ENTITIES

We consolidate a VIE if we are the primary beneficiary of the VIE. Our determination of whether we are the primary beneficiary is based on qualitative and quantitative analyses, which assess:

▪the purpose and design of the VIE;

▪the nature of the VIE’s risks and the risks we absorb;

▪the power to direct activities that most significantly impact the economic performance of the VIE; and

▪the obligation to absorb losses or the right to receive benefits that could be significant to the VIE.

We will continue to evaluate our VIEs for any changes that may impact our determination of whether an entity is a VIE and if we are the primary beneficiary.

SDG&E

Nonconsolidated VIEs

SDG&E’s power procurement is subject to reliability requirements that may require SDG&E to enter into various PPAs that include variable interests. SDG&E evaluates the respective entities to determine if variable interests exist and, based on the qualitative and quantitative analyses described above, if SDG&E, and indirectly Sempra, is the primary beneficiary.

SDG&E has agreements under which it purchases power generated by facilities for which it supplies all the natural gas to fuel the power plant (i.e., tolling agreements). SDG&E’s obligation to absorb natural gas costs may be a significant variable interest. In addition, SDG&E has the power to direct the dispatch of electricity generated by these facilities. Based on our analysis, the ability to direct the dispatch of electricity may have the most significant impact on the economic performance of the entity owning the generating facility because of the associated exposure to the cost of natural gas, which fuels the plants, and the value of electricity produced. To the extent that SDG&E (1) is obligated to purchase and provide fuel to operate the facility, (2) has the power to direct the dispatch, and (3) purchases all of the output from the facility for a substantial portion of the facility’s useful life, SDG&E may be the primary beneficiary of the entity owning the generating facility. SDG&E determines if it is the primary beneficiary in these cases based on a qualitative approach in which it considers the operational characteristics of the facility, including its expected power generation output relative to its capacity to generate and the financial structure of the entity, among other factors. If SDG&E determines that it is the primary beneficiary, SDG&E and Sempra consolidate the entity that owns the facility as a VIE.

In addition to tolling agreements, other variable interests involve various elements of fuel and power costs, and other components of cash flows expected to be paid to or received by our counterparties. In most of these cases, the expectation of variability is not substantial, and SDG&E generally does not have the power to direct activities, including the operation and maintenance activities of the generating facility, that most significantly impact the economic performance of the other VIEs. If our ongoing evaluation of these VIEs were to conclude that SDG&E becomes the primary beneficiary and consolidation by SDG&E becomes necessary, the effects could be significant to the financial position and liquidity of SDG&E and Sempra.

SDG&E determined that none of its PPAs and tolling agreements resulted in SDG&E being the primary beneficiary of a VIE at March 31, 2026 and December 31, 2025. PPAs and tolling agreements that relate to SDG&E’s involvement with VIEs are primarily accounted for as finance leases. The carrying amounts of the assets and liabilities under these contracts are included in PP&E, net, and finance lease liabilities with balances of $1,101 million and $1,109 million at March 31, 2026 and December 31, 2025, respectively. SDG&E recovers costs incurred on PPAs, tolling agreements and other variable interests through CPUC-approved long-term power procurement plans. SDG&E has no residual interest in the respective entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees or other commitments associated with these contracts other than the purchase commitments described in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report. As a result, SDG&E’s potential exposure to loss from its variable interest in these VIEs is not significant.

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Other Sempra

Nonconsolidated VIEs

Oncor Holdings. Oncor Holdings is a VIE. Sempra is not the primary beneficiary of this VIE because of the structural and operational ring-fencing measures, governance mechanisms and commitments in place that prevent us from having the power to direct the significant activities of Oncor Holdings. As a result, we do not consolidate Oncor Holdings and instead account for our ownership interest as an equity method investment. See Note 5 of the Notes to Consolidated Financial Statements in the Annual Report for additional information about our equity method investment in Oncor Holdings and restrictions on our ability to influence its activities. Our maximum exposure to loss, which fluctuates over time, from our interest in Oncor Holdings does not exceed the carrying value of our investment, which is $18,243 million and $17,472 million at March 31, 2026 and December 31, 2025, respectively.

Cameron LNG JV. Cameron LNG JV is a VIE principally due to contractual provisions that transfer certain risks to customers. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of Cameron LNG JV, including LNG production and operation and maintenance activities at the liquefaction facility. Therefore, we account for our investment in Cameron LNG JV under the equity method. At March 31, 2026 and December 31, 2025, the carrying value of our investment is $1,249 million and $1,259 million, respectively, of which $1,233 million and $1,242 million, respectively, is classified as held for sale (see Note 6). Our maximum exposure to loss, which fluctuates over time, includes the carrying value of our investment and our obligation under the SDSRA, which we discuss in Note 13.

CFIN. As we discuss in Note 13, in July 2020, Sempra entered into the Support Agreement for the benefit of CFIN, which is a VIE. Sempra is not the primary beneficiary of this VIE because we do not have the power to direct the most significant activities of CFIN, including modification, prepayment, and refinance decisions related to the financing arrangement with external lenders and Cameron LNG JV’s four project owners as well as the ability to determine and enforce remedies in the event of default. The conditional obligations of the Support Agreement represent a variable interest that we measure at fair value on a recurring basis (see Note 9). Sempra’s maximum exposure to loss under the terms of the Support Agreement is $979 million.

Consolidated VIEs

ECA LNG Phase 1, Port Arthur LNG I and Port Arthur LNG II are VIEs because their total equity at risk is not sufficient to finance their activities without additional subordinated financial support. We expect that these entities will require future capital contributions or other financial support to finance the construction of their respective liquefaction facilities. Sempra is the primary beneficiary of these VIEs because we have the power to direct the activities that most significantly impact their economic performance, including construction and future operation and maintenance of the facilities. As a result, we consolidate these VIEs.

Sempra consolidated $16,362 million and $15,950 million of assets at March 31, 2026 and December 31, 2025, respectively, consisting primarily of PP&E, net, and restricted cash attributable to these VIEs that could be used only to settle obligations of these VIEs and that are not available to settle obligations of Sempra, and $6,728 million and $6,335 million of liabilities at March 31, 2026 and December 31, 2025, respectively, consisting primarily of long-term debt and accounts payable attributable to these VIEs for which creditors do not have recourse to the general credit of Sempra. At March 31, 2026 and December 31, 2025, these assets and liabilities are classified as held for sale (see Note 6).

Additionally, IEnova and TotalEnergies SE have provided guarantees for repayment of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest, of the loan facility supporting construction of the ECA LNG Phase 1 project (see Note 7). 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 (see Note 11). SI Partners’ guarantee covers 70% of this amount plus enforcement costs of its guarantee. SI Partners has committed to fund up to $7.8 billion to PA2 JVCo to support its share of the budgeted PA LNG Phase 2 project construction costs, while Blackstone has committed to fund $7.0 billion (see Note 12 of the Notes to Consolidated Financial Statements in the Annual Report). SI Partners has also provided a guarantee for repayment of the $300 million credit facility supporting construction of the PA LNG Phase 2 project (see Note 7 of the Notes to Consolidated Financial Statements in the Annual Report).

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CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on Sempra’s Condensed Consolidated Balance Sheets to the sum of such amounts reported on Sempra’s Condensed Consolidated Statements of Cash Flows. We provide information about the nature of restricted cash in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(Dollars in millions)
March 31,<br>2026 December 31,<br>2025
Sempra:
Cash and cash equivalents $ 794 $ 29
Restricted cash, current 2 2
Assets held for sale 3,163 3,521
Total cash, cash equivalents and restricted cash on the Condensed Consolidated Statements of<br><br>Cash Flows $ 3,959 $ 3,552

CREDIT LOSSES

Financial Assets Measured at Amortized Cost

We are exposed to credit losses from financial assets measured at amortized cost, including trade and other accounts receivable, amounts due from unconsolidated affiliates, our net investment in sales-type leases and a note receivable.

We regularly monitor and evaluate credit losses and record allowances for expected credit losses, if necessary, for trade and other accounts receivable using a combination of factors, including past-due status based on contractual terms, trends in write-offs, the age of the receivables and customer payment patterns, historical and industry trends, counterparty creditworthiness, economic conditions and specific events, such as bankruptcies, pandemics and other factors. We write off financial assets measured at amortized cost in the period in which we determine they are not recoverable. We record recoveries of amounts previously written off when it is known that they will be recovered.

As we discuss below in “Note Receivable,” we have an interest-bearing promissory note due from KKR Pinnacle. On a quarterly basis, we evaluate credit losses and record allowances for expected credit losses on this note receivable, including compounded interest and unamortized transaction costs, based on published default rate studies, the maturity date of the instrument and an internally developed credit rating.

SDG&E and SoCalGas have regulatory mechanisms to recover credit losses and thus record changes in the allowances for credit losses related to accounts receivable that are probable of recovery in regulatory accounts. We discuss regulatory accounts in Note 4.

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Changes in allowances for credit losses for trade receivables, other receivables and a note receivable are as follows:

CHANGES IN ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
2026 2025
Sempra:
Allowances for credit losses at January 1 $ 298 $ 519
Provisions for expected credit losses(1) 19 (4)
Write-offs (42) (48)
Reclassification to assets held for sale 7 —
Allowances for credit losses at March 31 $ 282 $ 467
SDG&E:
Allowances for credit losses at January 1 $ 80 $ 114
Provisions for expected credit losses 19 15
Write-offs (18) (20)
Allowances for credit losses at March 31 $ 81 $ 109
SoCalGas:
Allowances for credit losses at January 1 $ 214 $ 285
Provisions for expected credit losses 7 9
Write-offs (24) (28)
Allowances for credit losses at March 31 $ 197 $ 266

(1)    Includes activities in 2026 within the disposal group that is classified as held for sale.

Allowances for credit losses related to trade receivables, other receivables and a note receivable are included in the Condensed Consolidated Balance Sheets as follows:

ALLOWANCES FOR CREDIT LOSSES
(Dollars in millions)
March 31, December 31,
2026 2025
Sempra:
Accounts receivable – trade, net $ 219 $ 235
Accounts receivable – other, net 48 47
Other long-term assets(1)(2) 15 16
Total allowances for credit losses $ 282 $ 298
SDG&E:
Accounts receivable – trade, net $ 50 $ 49
Accounts receivable – other, net 27 26
Other long-term assets(1) 4 5
Total allowances for credit losses $ 81 $ 80
SoCalGas:
Accounts receivable – trade, net $ 169 $ 186
Accounts receivable – other, net 21 21
Other long-term assets(1) 7 7
Total allowances for credit losses $ 197 $ 214

(1)    In January 2024, the CPUC directed SDG&E and SoCalGas to offer long-term payment plans to eligible residential customers with past-due balances.

(2)    At both March 31, 2026 and December 31, 2025, includes $4 of expected credit losses on an interest-bearing promissory note due from KKR Pinnacle.

Off-Balance Sheet Credit Exposures

We are exposed to credit losses from off-balance sheet arrangements through Sempra’s guarantees related to the SDSRA and SI Partners’ February 2025 credit support agreement, which we discuss in Note 13. On a quarterly basis, we evaluate credit losses and record liabilities for expected credit losses on our off-balance sheet arrangements based on external credit ratings, published default rate studies and the maturity date of the arrangements. On Sempra’s Condensed Consolidated Balance Sheets, expected credit losses of $5 million are included in Deferred Credits and Other at both March 31, 2026 and December 31, 2025, and $1 million and $2 million are included in Liabilities Held for Sale at March 31, 2026 and December 31, 2025, respectively.

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TRANSACTIONS WITH AFFILIATES

We summarize amounts due from and to unconsolidated affiliates at SDG&E and SoCalGas in the following table.

AMOUNTS DUE FROM (TO) UNCONSOLIDATED AFFILIATES
(Dollars in millions)
SDG&E SoCalGas
March 31,<br>2026 December 31,<br>2025 March 31,<br>2026 December 31,<br>2025
SDG&E $ 8 $ 6
Various affiliates $ 1 $ 1 2 2
Total due from unconsolidated affiliates – current $ 1 $ 1 $ 10 $ 8
Sempra $ (53) $ (48) $ (44) $ (35)
SoCalGas (8) (6)
Various affiliates (9) (5) — —
Total due to unconsolidated affiliates – current $ (70) $ (59) $ (44) $ (35)
Income taxes due (to) from Sempra(1) $ (3) $ 43 $ (46) $ (6)

(1)    SDG&E and SoCalGas are included in the consolidated income tax return of Sempra, and their respective income tax expense/benefit is computed as an amount equal to that which would result from each company having always filed a separate return. Amounts include current and noncurrent income taxes due from/to Sempra.

At March 31, 2026 and December 31, 2025, net current amounts due to Sempra from Oncor Holdings related to a tax sharing agreement are $34 million and negligible, respectively. At March 31, 2026 and December 31, 2025, net current amounts due from Sempra to Oncor Holdings related to a tax sharing agreement are negligible and $8 million, respectively.

At March 31, 2026 and December 31, 2025, amounts due from unconsolidated affiliates – current of $4 million and $3 million, respectively, are included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets. At March 31, 2026 and December 31, 2025, amounts due to unconsolidated affiliates – noncurrent of $485 million and $477 million, respectively, are included in Liabilities Held for Sale on the Sempra Condensed Consolidated Balance Sheets. These amounts relate to U.S. dollar‑denominated loans at fixed interest rates with TAG Pipelines and TAG Norte and a variable interest rate note with IMG, and include outstanding principal, accrued interest, and value‑added tax payable to the Mexican government.

The following table summarizes income statement information from unconsolidated affiliates.

INCOME STATEMENT IMPACT FROM UNCONSOLIDATED AFFILIATES
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Revenues $ 8 $ 9
Interest expense 6 4
SDG&E:
Revenues $ 6 $ 6
Cost of sales 28 38
SoCalGas:
Revenues $ 46 $ 41
Cost of sales(1) — (1)

(1)     Includes net commodity costs from natural gas transactions with unconsolidated affiliates.

Guarantees

Sempra provides guarantees to certain unconsolidated affiliates, which we discuss in Note 13.

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INVENTORIES

The components of inventories are as follows:

INVENTORY BALANCES
(Dollars in millions)
Sempra SDG&E SoCalGas
March 31,<br>2026 December 31,<br>2025 March 31,<br>2026 December 31,<br>2025 March 31,<br>2026 December 31,<br>2025
Natural gas $ 134 $ 158 $ 2 $ 2 $ 132 $ 156
Materials and supplies 396 403 261 265 135 138
Total $ 530 $ 561 $ 263 $ 267 $ 267 $ 294

At March 31, 2026 and December 31, 2025, total inventories of $104 million and $109 million, respectively, are included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets, which consist of $8 million and $12 million of natural gas, $4 million and $12 million of LNG, and $92 million and $85 million of materials and supplies, respectively.

DEDICATED ASSETS IN SUPPORT OF CERTAIN BENEFITS PLANS

In support of its Supplemental Executive Retirement Plan, Cash Balance Restoration Plan and Employee and Director Savings Plan, Sempra maintains dedicated assets, including a Rabbi Trust and investments in life insurance contracts, which totaled $588 million and $605 million at March 31, 2026 and December 31, 2025, respectively.

WILDFIRE FUND AND CONTINUATION ACCOUNT

2019 Wildfire Legislation

In July 2019, the 2019 Wildfire Legislation was signed into law to address certain issues related to catastrophic wildfires in California and their impact on electric IOUs through the establishment of the Wildfire Fund. We discuss the 2019 Wildfire Legislation and related Wildfire Fund further in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

In April 2026, a participating IOU publicly disclosed that it has received, or expects to receive, approximately $1.27 billion in aggregate reimbursements from the Wildfire Fund for eligible claims related to wildfires that occurred in 2019 and 2021. Also in April 2026, another participating IOU publicly disclosed it has received, or expects to receive, approximately $295 million in aggregate reimbursements from the Wildfire Fund for losses incurred and expected to be incurred in connection with one of the LA Fires, the cause of which remains under investigation and has not been conclusively determined. The administrator of the Wildfire Fund has confirmed that this wildfire qualifies as a “covered wildfire” for purposes of accessing the Wildfire Fund, and the scope of potential damages caused by this fire could materially reduce or exhaust the Wildfire Fund. The participating IOU stated that it is currently unable to reasonably estimate a range of potential losses associated with this event. Accordingly, SDG&E is unable to estimate a range of potential loss resulting from any reduction in available coverage from the Wildfire Fund. The carrying value of SDG&E’s Wildfire Fund asset totaled $253 million at March 31, 2026.

In March 2026, SDG&E received its annual wildfire certificate, formerly known as a safety certification, from the OEIS.

2025 Wildfire Legislation

In September 2025, the 2025 Wildfire Legislation was signed into law to establish, among other things, the Continuation Account, a new state-administered account with up to $18.0 billion of additional liquidity to reimburse catastrophic wildfire-related claims incurred by participating California electric IOUs, including SDG&E, if certain conditions are met. We discuss the 2025 Wildfire Legislation and related Continuation Account further in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

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NOTE RECEIVABLE

In November 2021, Sempra loaned $300 million to KKR Pinnacle in exchange for an interest-bearing promissory note that is due in full no later than October 2029 and bears compound interest at 5% per annum, which may be paid quarterly or added to the outstanding principal at the election of KKR Pinnacle. At March 31, 2026 and December 31, 2025, Other Long-Term Assets includes $372 million and $368 million, respectively, of outstanding principal, compounded interest and unamortized transaction costs, net of allowance for credit losses, on Sempra’s Condensed Consolidated Balance Sheets.

At the closing of the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, Sempra and the KKR Partners will amend this promissory note to, among other things, extend its maturity date and increase its interest rate to 8.5% per annum before January 1, 2031 and 10.0% thereafter through a due date seven years and 91 days after the closing.

CAPITALIZED FINANCING COSTS

The table below summarizes capitalized financing costs, comprised of capitalized interest and AFUDC related to debt.

CAPITALIZED FINANCING COSTS
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra $ 239 $ 174
SDG&E 23 25
SoCalGas 22 25

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COMPREHENSIVE INCOME

The following tables present the changes in AOCI by component and amounts reclassified out of AOCI to net income, after amounts attributable to NCI.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT(1)
(Dollars in millions)
Foreign<br>currency<br>translation<br>adjustments Financial<br>instruments Pension<br>and PBOP Total<br>AOCI
Three months ended March 31, 2026 and 2025
Sempra:
Balance at December 31, 2025 $ (45) $ (54) $ (98) $ (197)
OCI before reclassifications (2) 5 5 8
Amounts reclassified from AOCI — (3) 1 (2)
Net OCI (2) 2 6 6
Balance at March 31, 2026 $ (47) $ (52) $ (92) $ (191)
Balance at December 31, 2024 $ (66) $ 15 $ (115) $ (166)
OCI before reclassifications — (31) (2) (33)
Amounts reclassified from AOCI — (1) 5 4
Net OCI — (32) 3 (29)
Balance at March 31, 2025 $ (66) $ (17) $ (112) $ (195)
SDG&E:
Balance at December 31, 2025 and March 31, 2026 $ (6) $ (6)
Balance at December 31, 2024 and March 31, 2025 $ (12) $ (12)
SoCalGas:
Balance at December 31, 2025 and March 31, 2026 $ (9) $ (8) $ (17)
Balance at December 31, 2024 $ (10) $ (17) $ (27)
OCI before reclassifications — (2) (2)
Amounts reclassified from AOCI — 4 4
Net OCI — 2 2
Balance at March 31, 2025 $ (10) $ (15) $ (25)

(1)    All amounts are net of income tax, if subject to tax, and after NCI.

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RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
Details about AOCI components Amounts reclassified<br>from AOCI Affected line item on Condensed<br>Consolidated Statements of Operations
Three months ended March 31,
2026 2025
Sempra:
Financial instruments:
Interest rate instruments $ (1) $ (2) Interest expense
Interest rate instruments (1) (5) Equity earnings(1)
Foreign exchange instruments (2) 2 Revenues: Energy-related businesses
Foreign exchange instruments (2) 2 Equity earnings(1)
Total, before income tax (6) (3)
1 1 Income tax expense
Total, net of income tax (5) (2)
2 1 Earnings attributable to noncontrolling interests
Total, net of income tax and after NCI $ (3) $ (1)
Pension and PBOP(2):
Amortization of actuarial loss $ 1 $ 2 Other income, net
Settlement charges — 4 Other income, net
Total, before income tax 1 6
— (1) Income tax expense
Total, net of income tax $ 1 $ 5
Total reclassifications for the period, net of income<br><br>tax and after NCI $ (2) $ 4
SoCalGas:
Pension and PBOP(2):
Amortization of actuarial loss $ — $ 1 Other income, net
Settlement charges — 4 Other income, net
Total, before income tax — 5
— (1) Income tax expense
Total, net of income tax $ — $ 4
Total reclassifications for the period, net of income<br><br>tax $ — $ 4

(1)    Equity earnings at Oncor Holdings and our foreign equity method investees are recognized after tax.

(2)    Amounts are included in the computation of net periodic benefit cost (see “Pension and PBOP” below).

In the three months ended March 31, 2026 and 2025, reclassifications out of AOCI to net income were negligible for SDG&E.

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PENSION AND PBOP

Special Termination Benefits

In the first quarter of 2026, certain eligible employees elected to retire in the second quarter of 2026 under a VREP and will receive an additional postretirement health benefit in the form of a $100,000 Health Reimbursement Account. Employees eligible to participate in the VREP consisted of:

▪SDG&E and SoCalGas non-represented employees aged 62 years or older with five years of service or ages 55 to 61 with 10 years of service as of April 30, 2026

▪SoCalGas represented employees aged 65 years or older with five years of service or ages 55 to 64 with 15 years of service as of April 30, 2026

We accounted for the benefit obligation attributable to the Health Reimbursement Account as a special termination benefit. This resulted in increases to the recorded liability for PBOP and net periodic benefit cost of $18 million for Sempra, $6 million for SDG&E and $12 million for SoCalGas in the three months ended March 31, 2026.

SDG&E also offered a similar program to represented employees aged 62 years or older with five years of service or ages 55 to 61 with 10 years of service as of June 30, 2026. Eligible employees have until May 15, 2026 to make their elections. SDG&E will account for this special termination benefit obligation attributable to the Health Reimbursement Account in the second quarter of 2026.

Partial Plan Termination

In connection with the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, Sempra entered into an agreement to contribute Sempra Services Corporation, a wholly owned subsidiary of Sempra, to SI Partners. Sempra Services Corporation employs U.S. employees performing services for SI Partners and is a participating employer in Sempra’s noncontributory defined benefit pension and PBOP plans. Upon closing the sale, which we expect to occur in the second or third quarter of 2026, Sempra Services Corporation will cease to be a participating employer in Sempra’s pension and PBOP plans. This will result in a partial termination of Sempra’s pension plan due to a reduction in the number of active participants by more than 20%. All impacted participants will be fully vested in their pension benefits as of the termination date. We expect to recognize the financial statement impact, which is currently probable but not estimable, including adjustments to pension and PBOP liabilities, AOCI, curtailment and special termination benefit accounting at the close of the sale. The financial impact for settlement accounting will be recognized when the lump sum payout crosses the annual settlement threshold.

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Net Periodic Benefit Cost

The following tables provide the components of net periodic benefit cost. The components of net periodic benefit cost, other than the service cost component, are included in Other Income, Net.

NET PERIODIC BENEFIT COST
(Dollars in millions)
Pension PBOP
Three months ended March 31,
2026 2025 2026 2025
Sempra:
Service cost $ 34 $ 32 $ 3 $ 3
Interest cost 45 45 11 10
Expected return on assets (45) (45) (18) (16)
Amortization of:
Prior service cost (credit) 1 1 (1) (1)
Actuarial loss (gain) 1 3 (3) (3)
Settlement charges — 4 — —
Special termination benefits — — 18 —
Net periodic benefit cost (credit) 36 40 10 (7)
Regulatory adjustments (28) (28) (10) 7
Total expense recognized $ 8 $ 12 $ — $ —
SDG&E:
Service cost $ 10 $ 9 $ 1 $ 1
Interest cost 12 12 2 2
Expected return on assets (13) (12) (3) (2)
Amortization of:
Actuarial loss (gain) 1 2 — (1)
Special termination benefits — — 6 —
Net periodic benefit cost 10 11 6 —
Regulatory adjustments (10) (10) (6) —
Total expense recognized $ — $ 1 $ — $ —
SoCalGas:
Service cost $ 19 $ 19 $ 2 $ 3
Interest cost 28 28 8 7
Expected return on assets (30) (30) (15) (14)
Amortization of:
Prior service cost (credit) 1 1 (1) (1)
Actuarial loss (gain) — 1 (2) (2)
Settlement charges — 4 — —
Special termination benefits — — 12 —
Net periodic benefit cost (credit) 18 23 4 (7)
Regulatory adjustments (18) (18) (4) 7
Total expense recognized $ — $ 5 $ — $ —

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OTHER INCOME, NET

OTHER INCOME (EXPENSE), NET
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Allowance for equity funds used during construction $ 42 $ 41
Investment gains, net(1) 1 2
Gains on foreign exchange instruments, net 9 —
Foreign currency transaction (losses) gains, net (1) 4
Non-service components of net periodic benefit cost 29 23
Interest on regulatory balancing accounts, net 19 21
Sundry, net 1 —
Total $ 100 $ 91
SDG&E:
Allowance for equity funds used during construction $ 17 $ 19
Non-service components of net periodic benefit cost 11 9
Interest on regulatory balancing accounts, net 12 11
Sundry, net (2) 1
Total $ 38 $ 40
SoCalGas:
Allowance for equity funds used during construction $ 15 $ 18
Non-service components of net periodic benefit cost 21 17
Interest on regulatory balancing accounts, net 7 10
Sundry, net — (3)
Total $ 43 $ 42

(1)    Represents net investment gains (losses) on dedicated assets in support of our executive retirement and deferred compensation plans. These amounts are offset by corresponding changes in compensation expense related to the plans, recorded in O&M on the Condensed Consolidated Statements of Operations.

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INCOME TAXES

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Income tax expense $ 65 $ 57
Income before income taxes and equity earnings $ 848 $ 651
Equity earnings, before income tax(1) 148 141
Pretax income $ 996 $ 792
Effective income tax rate 7 % 7 %
SDG&E:
Income tax expense $ 69 $ 14
Income before income taxes $ 365 $ 295
Effective income tax rate 19 % 5 %
SoCalGas:
Income tax expense $ 20 $ 38
Income before income taxes $ 444 $ 481
Effective income tax rate 5 % 8 %

(1)    We discuss how we recognize equity earnings in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.

Sempra, SDG&E and SoCalGas record income taxes for interim periods utilizing a forecasted ETR anticipated for the full year. Unusual and infrequent items and items that cannot be reliably estimated are recorded in the interim period in which they occur, which can result in variability in the ETR.

For SDG&E and SoCalGas, the CPUC requires flow-through rate-making treatment for the current income tax benefit or expense arising from certain property-related and other temporary differences between the treatment for financial reporting and income tax, which will reverse over time. Under the regulatory accounting treatment required for these flow-through temporary differences, deferred income tax assets and liabilities are not recorded to deferred income tax expense, but rather to a regulatory asset or liability that will be flowed through to customers in the future, which impacts the ETR. As a result, changes in the relative size of these items compared to pretax income, from period to period, can cause variations in the ETR. Items subject to flow-through treatment include:

▪repairs expenditures related to certain utility plant fixed assets

▪the equity component of AFUDC, which is non-taxable

▪cost of removal related to certain utility plant assets

▪utility self-developed software expenditures

▪depreciation related to certain utility plant assets

▪state income taxes

AFUDC related to equity recorded for regulated construction projects at Sempra Infrastructure has similar flow-through treatment.

In the three months ended March 31, 2026, we recognized an income tax benefit of $33 million to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners for foreign subsidiaries that are no longer considered to be indefinitely reinvested and an income tax benefit of $3 million ($2 million after NCI) for a Mexican deferred income tax liability on our outside basis difference in Ecogas as a result of classifying these assets as held for sale, which we discuss in Note 6.

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NOTE 2. NEW ACCOUNTING STANDARDS

We describe below recent accounting pronouncements that have had or may have a significant effect on our results of operations, financial condition, cash flows or disclosures.

ASU 2024-03, “Disaggregation of Income Statement Expenses”: ASU 2024-03 mandates detailed disclosures on the disaggregation of income statement expenses. Public business entities are required to disclose in the notes to financial statements the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. The standard also requires disclosure of the amount, and a qualitative description of, other items remaining in relevant expense captions that are not separately disaggregated. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and entities may adopt the standard on either a prospective or retrospective basis. We intend to adopt the standard on January 1, 2027 on a prospective basis.

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NOTE 3. REVENUES

We discuss revenue recognition for revenues from contracts with customers and from sources other than contracts with customers in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report.

The following tables disaggregate our revenues from contracts with customers by major service line and market. We also provide a reconciliation to total revenues by segment for Sempra. The majority of our revenue is recognized over time.

DISAGGREGATED REVENUES
(Dollars in millions)
Sempra
Sempra California Sempra Infrastructure Consolidating adjustments and Parent <br>and other Sempra
Three months ended March 31, 2026
By major service line:
Utilities $ 3,220 $ 27 $ (9) $ 3,238
Energy-related businesses — 203 (13) 190
Revenues from contracts with customers $ 3,220 $ 230 $ (22) $ 3,428
By market:
Gas $ 1,988 $ 135 $ (7) $ 2,116
Electric 1,232 95 (15) 1,312
Revenues from contracts with customers $ 3,220 $ 230 $ (22) $ 3,428
Revenues from contracts with customers $ 3,220 $ 230 $ (22) $ 3,428
Utilities regulatory revenues 11 — — 11
Other revenues — 213 3 216
Total revenues $ 3,231 $ 443 $ (19) $ 3,655
Three months ended March 31, 2025
By major service line:
Utilities $ 3,463 $ 26 $ (6) $ 3,483
Energy-related businesses — 218 (20) 198
Revenues from contracts with customers $ 3,463 $ 244 $ (26) $ 3,681
By market:
Gas $ 2,392 $ 142 $ (5) $ 2,529
Electric 1,071 102 (21) 1,152
Revenues from contracts with customers $ 3,463 $ 244 $ (26) $ 3,681
Revenues from contracts with customers $ 3,463 $ 244 $ (26) $ 3,681
Utilities regulatory revenues (62) — — (62)
Other revenues — 182 1 183
Total revenues $ 3,401 $ 426 $ (25) $ 3,802

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DISAGGREGATED REVENUES
(Dollars in millions)
SDG&E SoCalGas
Three months ended March 31,
2026 2025 2026 2025
By major service line:
Revenues from contracts with customers – Utilities $ 1,556 $ 1,434 $ 1,708 $ 2,068
By market:
Gas $ 321 $ 359 $ 1,708 $ 2,068
Electric 1,235 1,075 — —
Revenues from contracts with customers $ 1,556 $ 1,434 $ 1,708 $ 2,068
Revenues from contracts with customers $ 1,556 $ 1,434 $ 1,708 $ 2,068
Utilities regulatory revenues (9) (14) 20 (48)
Total revenues $ 1,547 $ 1,420 $ 1,728 $ 2,020

REVENUES FROM CONTRACTS WITH CUSTOMERS

Remaining Performance Obligations

For contracts greater than one year, we expect to recognize revenue related to the fixed fee component of the consideration. Sempra’s remaining performance obligations primarily relate to capacity agreements for transmission line projects at SDG&E and natural gas storage and transportation at Sempra Infrastructure. SoCalGas did not have any remaining performance obligations for contracts greater than one year at March 31, 2026.

At March 31, 2026, SDG&E’s remaining performance obligations for contracts greater than one year totaled $67 million, comprising $3 million in 2026, excluding the first three months of 2026, $4 million in each of 2027 through 2030 and $48 million thereafter. At March 31, 2026, remaining performance obligations for contracts greater than one year within the disposal group that is classified as held for sale totaled $3,064 million, comprising $232 million in 2026, excluding the first three months of 2026, $287 million in 2027, $241 million in 2028, $213 million in 2029, $213 million in 2030, and $1,878 million thereafter.

Contract Liabilities from Revenues from Contracts with Customers

Activities within Sempra’s and SDG&E’s contract liabilities are presented below. There were no contract liabilities at SoCalGas in the three months ended March 31, 2026 or 2025.

CONTRACT LIABILITIES
(Dollars in millions)
2026 2025
Sempra:
Contract liabilities at January 1 $ (68) $ (196)
Revenue from performance obligations satisfied during reporting period(1) 1 28
Payments received in advance(1) — (1)
Contract liabilities at March 31(2) $ (67) $ (169)
SDG&E:
Contract liabilities at January 1 $ (68) $ (72)
Revenue from performance obligations satisfied during reporting period 1 1
Contract liabilities at March 31(2) $ (67) $ (71)

(1)    Includes negligible activities in 2026 within the disposal group that is classified as held for sale.

(2)    Balance at March 31, 2026 includes $4 in Other Current Liabilities and $63 in Deferred Credits and Other.

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Receivables from Revenues from Contracts with Customers

The table below shows receivable balances, net of allowances for credit losses, associated with revenues from contracts with customers on the Condensed Consolidated Balance Sheets.

RECEIVABLES FROM REVENUES FROM CONTRACTS WITH CUSTOMERS
(Dollars in millions)
March 31, 2026 December 31, 2025
Sempra:
Accounts receivable – trade, net(1) $ 1,603 $ 1,767
Accounts receivable – other, net 22 22
Assets held for sale 91 77
Other long-term assets(2) 21 21
Total $ 1,737 $ 1,887
SDG&E:
Accounts receivable – trade, net(1) $ 897 $ 809
Accounts receivable – other, net 18 18
Due from unconsolidated affiliates – current(3) 11 11
Other long-term assets(2) 4 3
Total $ 930 $ 841
SoCalGas:
Accounts receivable – trade, net $ 706 $ 958
Accounts receivable – other, net 4 4
Other long-term assets(2) 17 18
Total $ 727 $ 980

(1)     At March 31, 2026 and December 31, 2025, includes $135 and $152, respectively, of receivables due from customers that were billed on behalf of CCAs, which are not included in revenues.

(2)     In 2024, the CPUC directed SDG&E and SoCalGas to offer long-term payment plans to eligible residential customers with past-due balances.

(3)     Amount is presented net of amounts due to unconsolidated affiliates on the Condensed Consolidated Balance Sheets, when right of offset exists.

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NOTE 4. REGULATORY MATTERS

We discuss regulatory matters in Note 4 of the Notes to Consolidated Financial Statements in the Annual Report and provide updates to those discussions and information about new regulatory matters below.

REGULATORY ASSETS AND LIABILITIES

With the exception of regulatory balancing accounts, we generally do not earn a return on our regulatory assets until a related cash expenditure has been made. Upon the occurrence of a cash expenditure associated with a regulatory asset, the related amounts are recoverable through a regulatory account mechanism for which we earn a return authorized by applicable regulators, which generally approximates the three-month commercial paper rate. The periods during which we recognize a regulatory asset while we do not earn a return vary by regulatory asset.

REGULATORY ASSETS (LIABILITIES)
(Dollars in millions)
Sempra SDG&E SoCalGas
March 31,<br>2026 December 31,<br>2025 March 31,<br>2026 December 31,<br>2025 March 31,<br>2026 December 31,<br>2025
Fixed-price contracts and other<br><br>derivatives $ 21 $ 50 $ 6 $ 7 $ 15 $ 43
Deferred income taxes recoverable in rates(1) 2,503 2,314 1,134 1,098 1,334 1,189
Pension and PBOP plan obligations (570) (610) 15 (1) (585) (609)
Employee benefit costs 18 18 3 3 15 15
Removal obligations (3,584) (3,540) (2,956) (2,913) (628) (627)
Environmental costs 152 152 113 113 39 39
Sunrise Powerlink fire mitigation 122 125 122 125 — —
Regulatory balancing accounts(2)(3):
Commodity – electric 228 186 228 186 — —
Commodity – gas, including<br><br>transportation 403 173 49 17 354 156
Safety and reliability 893 894 290 286 603 608
Public purpose programs (330) (347) (143) (175) (187) (172)
2024 GRC retroactive impacts 172 299 71 124 101 175
Wildfire mitigation plan 560 530 560 530 — —
Liability insurance premium (62) (62) (54) (53) (8) (9)
Other balancing accounts (254) 90 (150) 4 (104) 86
Other regulatory assets, net(3) 60 104 61 72 (1) 32
Total $ 332 $ 376 $ (651) $ (577) $ 948 $ 926

(1)    At March 31, 2026 and December 31, 2025, $57 and $54, respectively, is included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets.

(2)    At March 31, 2026 and December 31, 2025, the noncurrent portion of regulatory balancing accounts – net undercollected for Sempra is $1,073 and $1,060, respectively, for SDG&E is $505 and $502, respectively, and for SoCalGas is $568 and $558, respectively.

(3)    Includes regulatory assets earning a return authorized by applicable regulators, which generally approximates the three-month commercial paper rate.

Catastrophic Event Memorandum Account

In July 2025, the CPUC issued an FD that authorized partial recovery of costs recorded in SoCalGas’ Catastrophic Event Memorandum Account. The FD authorized the recovery of $19 million out of the requested $55 million, denying recovery of coronavirus disease 2019 costs included in the Catastrophic Event Memorandum Account. The CPUC denied SoCalGas’ request for a rehearing of the FD. In February 2026, SoCalGas filed a petition with the California Court of Appeal.

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CPUC GRC

A CPUC GRC proceeding is designed to set authorized base revenue requirements that are sufficient to allow SDG&E and SoCalGas to recover their reasonable operating costs and to provide the opportunity to realize their authorized rates of return on their capital investments. In December 2024, the CPUC approved an FD in the 2024 GRC for SDG&E and SoCalGas that authorizes SDG&E’s and SoCalGas’ revenue requirements for 2024 and attrition year adjustments for 2025 through 2027, inclusively.

In December 2025, SDG&E and SoCalGas filed a petition for modification of the 2024 GRC, seeking to modify the post-test year mechanism for capital related costs. The petition for modification seeks increases of $55 million, $87 million and $79 million to the approved revenue requirements for SDG&E for 2025, 2026 and 2027, respectively, and increases of $86 million, $122 million and $109 million to the approved revenue requirements for SoCalGas for 2025, 2026 and 2027, respectively. There is no established timeline for the CPUC to act on this filing.

2024 GRC Track 3

In April 2025, SDG&E and SoCalGas each submitted additional requests to the CPUC in the 2024 GRC, known as Track 3 requests. SDG&E submitted a request seeking review and recovery of its WMP costs incurred in 2023 that were in addition to the amounts authorized in the 2019 GRC and not addressed in the 2024 GRC. In March 2026 and amended in April 2026, SDG&E provided supplemental testimony in its Track 3 request for drone inspection and repair program costs that were disallowed in its Track 2 request. The supplemental testimony seeks review and recovery of $522 million of direct WMP and drone inspection and repair program costs. SDG&E expects to receive a PD for its Track 3 request related to its WMP costs in the second half of 2026. Additionally, SDG&E and SoCalGas submitted a combined request seeking review and recovery of $240 million of PSEP costs incurred from 2014 through 2019 and $499 million of PSEP costs incurred from 2015 through 2020. SDG&E and SoCalGas expect to receive an FD for their Track 3 requests related to their PSEP costs in the second half of 2026.

Revenue requirements associated with the Track 3 requests have been recorded in regulatory accounts and any disallowances resulting from Track 3 would be recorded as an expense on the Sempra, SDG&E and SoCalGas Condensed Consolidated Statements of Operations. SDG&E and SoCalGas are authorized interim rate recovery of up to 50% of the recorded PSEP regulatory account balance at the end of each year. Such interim rate recovery is subject to refund, contingent on the reasonableness review decision for their Track 3 requests.

CPUC COST OF CAPITAL

A CPUC cost of capital proceeding every three years determines a utility’s authorized capital structure and return on rate base. The CPUC applies the CCM in the interim years to consider changes in the cost of capital using changes in interest rates as reflected by the applicable utility bond index published by Moody’s (CCM benchmark rate) for each 12-month period ending September 30 (the measurement period). The index applicable to SDG&E and SoCalGas is based on each utility’s credit rating. The CCM benchmark rate is the basis of comparison to determine if the CCM is triggered in each measurement period, which occurs if the change in the applicable Moody’s utility bond index relative to the CCM benchmark rate is larger than plus or minus 1.00% for the measurement period. Alternatively, each of SDG&E and SoCalGas is permitted to file a cost of capital application to have its cost of capital determined in lieu of the CCM in an interim year in which an extraordinary or catastrophic event materially impacts its cost of capital and affects utilities differently than the market.

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The following table summarizes the CPUC-approved cost of capital for SDG&E and SoCalGas. The authorized weighting remained unchanged for each of the years presented.

AUTHORIZED COST OF CAPITAL
Authorized weighting 2026-2028 2025 2026-2028 2025
Return on rate base Weighted return on rate base
SDG&E:
Long-Term Debt 45.25 % 4.59 % 4.34 % 2.08 % 1.96 %
Preferred Equity 2.75 6.22 6.22 0.17 0.17
Common Equity 52.00 9.93 10.23 5.16 5.32
100.00 % 7.41 % 7.45 %
SoCalGas:
Long-Term Debt 45.60 % 5.02 % 4.63 % 2.29 % 2.11 %
Preferred Equity 2.40 6.00 6.00 0.14 0.14
Common Equity 52.00 9.78 10.08 5.09 5.24
100.00 % 7.52 % 7.49 %

FERC RATE MATTERS

SDG&E files separately with the FERC for its authorized transmission revenue requirement and ROE on FERC-regulated electric transmission operations and assets.

TO5 Settlement

SDG&E’s authorized TO5 settlement provided for an ROE of 10.60%, consisting of a base ROE of 10.10% plus the California ISO adder. In December 2024, the FERC issued an order, which SDG&E has appealed, finding that SDG&E is not eligible for the California ISO adder and that the TO5 adder refund provision had been triggered, requiring SDG&E to refund customers the California ISO adder retroactively from June 1, 2019.

TO6 Filing

In October 2024, SDG&E submitted its TO6 filing to the FERC and requested it to be effective January 1, 2025. In December 2024, the FERC accepted SDG&E’s TO6 filing, subject to refund; suspended the effective date to June 1, 2025; established hearing and settlement judge procedures; and disallowed the inclusion of the California ISO adder, the last of which SDG&E has appealed. In March 2026, SDG&E filed with the FERC an uncontested offer of settlement in the TO6 proceeding. Among other things, the offer of settlement reflects an increase to SDG&E’s currently authorized base ROE from 10.10% to 10.28%, a hypothetical capital structure with 54% common equity, and does not affect SDG&E’s appeal of the FERC’s disallowance of the inclusion of the California ISO adder. The settlement is pending approval with the FERC and SDG&E expects to receive a decision in the second half of 2026. If approved, the TO6 settlement will be effective retroactively to June 1, 2025 and will remain in effect until terminated by a notice provided in March of any year. Following any such notice, SDG&E would submit a new Transmission Owner Rate filing for rates to go into effect January 1 of the following year.

NOTE 5. SEMPRA – INVESTMENTS IN UNCONSOLIDATED ENTITIES

We generally account for investments under the equity method when we have significant influence over, but do not have control of, these entities. Equity earnings and losses, both before and net of income tax, are combined and presented as Equity Earnings on the Condensed Consolidated Statements of Operations. Distributions received from equity method investees are classified in the Condensed Consolidated Statements of Cash Flows as either a return on investment in operating activities or a return of investment in investing activities based on the “nature of the distribution” approach. See Note 14 for information on equity earnings and losses, both before and net of income tax, by segment. See Note 1 for information on how equity earnings and losses before income taxes are factored into the calculations of our pretax income or loss and ETR.

We provide additional information concerning our equity method investments in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.

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SEMPRA TEXAS UTILITIES

Oncor Holdings

We account for our 100% equity ownership interest in Oncor Holdings, which owns an 80.25% interest in Oncor, as an equity method investment. Due to the ring-fencing measures, governance mechanisms and commitments in effect, we do not have the power to direct the significant activities of Oncor Holdings and Oncor. See Note 5 of the Notes to Consolidated Financial Statements in the Annual Report for additional information related to the restrictions on our ability to direct the significant activities of Oncor Holdings and Oncor.

In the three months ended March 31, 2026 and 2025, Sempra contributed $876 million and $486 million, respectively, to Oncor Holdings, and Oncor Holdings distributed $229 million and $142 million, respectively, to Sempra. On April 29, 2026, Sempra contributed $610 million to Oncor Holdings, and on April 28, 2026, Oncor Holdings distributed $229 million to Sempra.

We provide summarized income statement information for Oncor Holdings in the following table.

SUMMARIZED FINANCIAL INFORMATION – ONCOR HOLDINGS
(Dollars in millions)
Three months ended<br>March 31,
2026 2025
Operating revenues $ 1,724 $ 1,548
Operating expenses (1,272) (1,157)
Income from operations 452 391
Interest expense (227) (185)
Income tax expense (47) (40)
Net income 211 179
NCI held by TTI (42) (36)
Earnings attributable to Sempra(1) 169 143

(1)    Excludes adjustments to equity earnings related to amortization of a tax sharing liability associated with a tax sharing agreement and changes in basis differences in AOCI within the carrying value of our equity method investment.

SEMPRA INFRASTRUCTURE

In connection with the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6, the carrying amount of our equity method investments totaling $2.5 billion at March 31, 2026 is included in Assets Held for Sale on Sempra’s Condensed Consolidated Balance Sheet.

Cameron LNG JV

In the three months ended March 31, 2026 and 2025, Cameron LNG JV distributed $160 million and $149 million, respectively, to Sempra Infrastructure.

TAG Norte

In the three months ended March 31, 2026 and 2025, TAG Norte distributed $60 million and $45 million, respectively, to Sempra Infrastructure.

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NOTE 6. SEMPRA – DIVESTITURES

SEMPRA INFRASTRUCTURE

Assets Held for Sale

We classify assets as held for sale once all applicable criteria under U.S. GAAP have been satisfied, including when management, having the authority to approve the action, commits to a formal plan to actively market an asset for sale and expects the sale to close within the next 12 months. Upon classifying a group of assets as held for sale, we record the disposal group at the lower of its carrying value or its estimated fair value reduced for selling costs, and we stop recording depreciation and amortization expense on those assets.

We summarize the carrying amounts of the major classes of assets and related liabilities of SI Partners, inclusive of Ecogas, classified as held for sale in the following table.

ASSETS HELD FOR SALE
(Dollars in millions)
March 31, 2026
Cash and cash equivalents $ 176
Restricted cash, current 2,984
Accounts receivable, net 475
Due from unconsolidated affiliates 4
Inventories 104
Other current assets 363
Restricted cash, noncurrent 3
Right-of-use assets – operating leases 206
Equity method investments 2,546
Goodwill 1,602
Other intangible assets 273
Other long-term assets 705
Property, plant and equipment, net 22,424
Total assets held for sale $ 31,865
Short-term debt $ 444
Accounts payable 851
Current portion of long-term debt 49
Other current liabilities 473
Long-term debt 8,454
Due to unconsolidated affiliates 485
Deferred income taxes 936
Asset retirement obligations 100
Deferred credits and other 457
Total liabilities held for sale $ 12,249

At March 31, 2026, $26 million of accumulated losses is included in AOCI and is part of the disposal group that is classified as held for sale.

We considered the estimated fair value of our assets held for sale, less costs to sell, and determined that no adjustment to carrying value was required. In estimating fair value, we used a discounted cash flow valuation technique. In the event that the estimated sales price, less transaction costs, is less than the carrying value, or updated market information indicates fair value may be less than carrying value, we would recognize a loss in our results of operations at that time.

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SI Partners

In September 2025, we entered into an agreement to sell 45% of the outstanding Class A Units and all general partner interests in SI Partners to the KKR Partners for an aggregate base purchase price of approximately $9.99 billion, subject to the adjustments described below. SI Partners owns LNG and natural gas infrastructure in the U.S. and Mexico and renewable energy and related assets in Mexico.

The agreement provides that, subject to adjustments and the closing date, the purchase price will be paid to Sempra as follows:

▪$4.65 billion in cash at closing;

▪$4.14 billion plus interest compounded quarterly at 7.5% per annum (totaling $4.72 billion with principal and accrued interest unless paid early) due December 31, 2027 under instruments backed by equity commitment letters; and

▪$1.2 billion plus interest compounded quarterly at 8.5% per annum before January 1, 2031 and 10.0% per annum thereafter (totaling $2.29 billion with principal and accrued interest unless paid early) due seven years and 91 days after closing under promissory notes.

The instruments and notes will be issued by indirect equity holders of the KKR Partners and will be ranked behind senior debt incurred by subsidiaries of the issuers.

The purchase price is subject to adjustments for changes in net debt, net working capital and capital expenditures as of December 31, 2025, among others. The purchase price is subject to further adjustments for certain capital contributions by and distributions to Sempra in 2026 before the closing. In addition, transaction fees of the KKR Partners of $337.5 million will be deducted from the purchase price at the closing and a development credit of $340 million will be payable by Sempra over two years starting in 2026. There may also be post-closing purchase price adjustments based on the performance through 2028 of certain wind power facilities, and adjustments payable by Sempra for capital expenditures related to the ECA LNG Phase 1 project under construction and potential costs associated with third party consents or waivers.

We expect this sale to close in the second or third quarter of 2026, subject to certain conditions, including receipt of third-party consents or waivers, including from certain lenders, partners and others; the absence of a material adverse effect on SI Partners; the absence of specific downgrade events under certain financing arrangements; and other customary closing conditions. A ticking fee payable to Sempra of 0.625% per month on the aggregate base purchase price accrues daily beginning April 1, 2026. If the KKR Partners fail to complete the closing when all closing conditions are satisfied, Sempra will be entitled to receive a termination fee of $414 million. Any party may terminate the agreement if the closing has not occurred within 12 months after signing.

Subject to closing, the KKR Partners will own 65% of SI Partners, Sempra will retain a 25% interest and ADIA will retain a 10% interest. As we discuss below, the KKR Partners will have control of SI Partners and Sempra and ADIA will have certain minority rights in SI Partners. As a result of our loss of control upon completion of the sale, we will deconsolidate SI Partners and account for our 25% interest in SI Partners under the equity method within the existing Sempra Infrastructure segment.

In connection with signing the agreement for the sale, we classified SI Partners as held for sale and ceased recording depreciation and amortization in September 2025. We recognized an income tax benefit of $33 million in Income Tax Expense on Sempra’s Condensed Consolidated Statement of Operations in the three months ended March 31, 2026 to adjust deferred income tax liabilities related to outside basis differences in our investment in SI Partners. This amount is based on certain assumptions and could change substantially in subsequent quarters and at the closing due to, among other things, changes to current carrying values, changes in forecasted taxable income, purchase price adjustments, and changes to tax positions and other assumptions.

As we discuss in Note 8, in March 2026, Sempra entered into undesignated foreign currency hedges with notional amounts totaling 11.0 billion Mexican pesos ($612 million in U.S. dollar-equivalent) to help mitigate the exchange rate risk associated with the anticipated Mexican capital gains taxes that will be payable upon completion of the sale. In April 2026, Sempra entered into an additional undesignated foreign currency hedge with notional amounts totaling 2.8 billion Mexican pesos ($155 million in U.S. dollar-equivalent) to further mitigate such risk.

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Post-Closing Limited Partnership Agreement. At closing, we will enter into an amended and restated limited partnership agreement of SI Partners with the KKR Partners and ADIA. The limited partnership agreement provides that the KKR Partners will have the right to appoint four managers, Sempra will have the right to appoint two managers, and ADIA will have the right to appoint one manager to the SI Partners board of managers, with matters generally decided by majority vote based on the limited partners’ ownership percentages. The minority partners will have certain minority consent rights so long as they maintain specified ownership thresholds. Subject to exceptions and limitations, SI Partners will be prohibited from taking certain actions, including, among others: (i) redeeming units or making distributions to its limited partners other than on a pro rata basis or as expressly permitted under the partnership agreement; (ii) under certain circumstances, transferring, disposing or issuing equity securities in any subsidiary undertaking or owning a project that has reached a positive FID; (iii) appointing a replacement chief executive officer; (iv) approving certain capital expenditures; and (v) reaching a positive FID on any project, in each case without prior approval from the KKR Partners, Sempra and, in some cases, other limited partners holding at least a specified minimum percentage of ownership.

SI Partners will be required to distribute quarterly at least 85% of its distributable cash flow, subject to certain exceptions and reserves. Generally, distributions will be made to the limited partners on a pro rata basis in accordance with their respective ownership interests, except that the KKR Partners will be entitled to a post-closing distribution of an additional 31.5% of the $1.9 billion true-up payment from Port Arthur LNG II to Port Arthur LNG I to acquire a 50% interest in the shared common facilities. The limited partners will be required to fund capital calls under certain circumstances, which vary depending on whether a project has reached a positive FID. Sempra will continue to have substantially similar funding obligations as it has before the sale for cost overruns in certain projects, including the ECA LNG Phase 1 project and the PA LNG Phase 1 project.

If a project fails to receive the required limited partner approvals to achieve a positive FID, the KKR Partners will be permitted to proceed with the project independently through a different investment vehicle or as a “Sole Risk Project” within SI Partners in exchange for “Sole Risk Interests.” Sole Risk Projects are separated from other SI Partners projects and are conducted at the holder’s sole cost, expense and liability, and the holder receives, through the acquisition of Sole Risk Interests, the economic and other benefits, if any, from such projects. The Guaymas-El Oro segment of the Sonora pipeline will continue to be owned by and a Sole Risk Project of Sempra and is not included within the disposal group that is classified as held for sale. Sempra is solely responsible for costs associated with the Guaymas-El Oro segment of the Sonora pipeline and any proceeds from a sale of the Guaymas-El Oro segment of the Sonora pipeline would be split between Sempra (90%) and ADIA (10%), subject to adjustments.

Under the limited partnership agreement, Sempra will be restricted from transferring its ownership interest in SI Partners before January 1, 2029. Any proposed transfer (other than a permitted transfer) by a minority partner to a third party will be subject to a right of first offer of the KKR Partners. The minority partners will have co-sale rights in respect of any transfer by the KKR Partners of over 50% of SI Partners’ equity interests. The KKR Partners will have customary drag-along rights in connection with any sale of SI Partners, provided that the minority partners obtain minimum return thresholds. The limited partners have customary registration rights in the event of an initial public offering of SI Partners.

Ecogas

In December 2025, we entered into an agreement to sell Ecogas, a natural gas regulated distribution utility that operates in three separate distribution zones in Mexicali, Chihuahua and La Laguna-Durango, Mexico, to Gas Natural del Noroeste S.A. de C.V. for 9.0 billion Mexican pesos (approximately $500 million in U.S. dollar-equivalent at March 31, 2026), subject to adjustments. In the first quarter of 2026, we entered into contingent foreign currency hedges, which we discuss in Note 8, that are designed to fix the exchange rate associated with the anticipated after-tax net proceeds. We expect to complete the sale in the second or third quarter of 2026, subject to closing conditions. As a result of satisfying all applicable criteria in June 2025, we classified Ecogas’ assets and liabilities as held for sale and ceased depreciation and amortization.

In connection with classifying Ecogas as held for sale, we recognized an income tax benefit of $3 million in Income Tax Expense on Sempra’s Condensed Consolidated Statement of Operations in the three months ended March 31, 2026 for changes in the Mexican deferred income tax liability related to the excess of carrying value over the tax basis (outside basis difference). Since this $3 million ($2 million after NCI) of Mexican income tax benefit on our outside basis difference is based on current carrying value, foreign exchange rates and inflation at March 31, 2026, this amount could change in future periods until the date of sale.

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NOTE 7. DEBT AND CREDIT FACILITIES

The principal terms of our debt arrangements are described below and in Note 7 of the Notes to Consolidated Financial Statements in the Annual Report.

SHORT-TERM DEBT

Committed Lines of Credit

At March 31, 2026, Sempra has an aggregate capacity of $10.2 billion under eight primary committed lines of credit, which provide liquidity and support our commercial paper programs. Because our commercial paper programs are supported by some of these lines of credit, we reflect the amount of commercial paper outstanding, before reductions of any unamortized discounts, and any letters of credit outstanding as a reduction to the available unused credit capacity in the following table.

COMMITTED LINES OF CREDIT
(Dollars in millions)
March 31, 2026
Borrower Expiration date of facility Total facility Commercial paper outstanding Amounts outstanding Letters of credit outstanding Available unused credit
Sempra October 2030 $ 4,000 $ (1,461) $ — $ — $ 2,539
SDG&E October 2030 1,500 — — — 1,500
SoCalGas October 2030 1,200 (99) — — 1,101
SI Partners and IEnova September 2026 500 — (145) — 355
SI Partners and IEnova August 2028 1,500 — (286) — 1,214
SI Partners and IEnova December 2028 1,000 — — — 1,000
Port Arthur LNG I March 2030 200 — — (87) 113
Port Arthur LNG II September 2030 300 — — (176) 124
Total $ 10,200 $ (1,560) $ (431) $ (263) $ 7,946

Sempra, SDG&E and SoCalGas each must maintain a ratio of indebtedness to total capitalization (as defined in each of the applicable credit facilities) of no more than 65% at the end of each quarter. At March 31, 2026, each Registrant was in compliance with this ratio under its respective credit facility.

The three lines of credit that are shared by SI Partners and its subsidiary, IEnova, require that SI Partners maintain a ratio of consolidated adjusted net indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (as defined in each credit facility) of no more than 5.25 to 1.00 at the end of each quarter. At March 31, 2026, SI Partners was in compliance with this ratio.

Additionally, the three lines of credit that are shared by SI Partners and IEnova and the Port Arthur LNG I and Port Arthur LNG II credit facilities are included in the disposal group that is classified as held for sale that we discuss in Note 6 but remain legally accessible and a source of available credit to Sempra Infrastructure until the planned sale of a portion of our equity interest in SI Partners closes.

Uncommitted Line of Credit

ECA LNG Phase 1, which is included in the disposal group that is classified as held for sale, has an uncommitted line of credit with an aggregate capacity of $100 million that expires in August 2026. Borrowings are generally used for working capital requirements and can be in U.S. dollars or Mexican pesos. At March 31, 2026, ECA LNG Phase 1 has outstanding borrowings of $13 million, before reductions of any unamortized discounts, in Mexican pesos that bear interest at a variable rate based on the 28-day Interbank Equilibrium Interest Rate plus 154 bps. Borrowings made in U.S. dollars bear interest at a variable rate based on the one-month or three-month SOFR plus 164 bps and a credit adjustment spread of 10 bps.

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Uncommitted Letters of Credit

Outside of our domestic and foreign credit facilities, we have unsecured standby letter of credit capacity with select lenders that is uncommitted and supported by reimbursement agreements. At March 31, 2026, we have $202 million in standby letters of credit outstanding under these agreements.

UNCOMMITTED LETTERS OF CREDIT OUTSTANDING
(Dollars in millions)
Expiration date range March 31, 2026
SDG&E May 2026 - January 2027 $ 21
SoCalGas June 2026 - March 2027 15
Other Sempra(1) June 2026 - March 2027 166
Total Sempra $ 202

(1)     Excludes $1,796 in unsecured standby letters of credit with expiration dates ranging from April 2026 - November 2054 that are included in the disposal group that is classified as held for sale.

Weighted-Average Interest Rates

The weighted-average interest rates on all short-term debt are as follows:

WEIGHTED-AVERAGE INTEREST RATES
March 31, 2026 December 31, 2025
Sempra 4.37 % 4.32 %
SDG&E — 3.96
SoCalGas 4.32 4.17

LONG-TERM DEBT

SDG&E

In March 2026, SDG&E issued $625 million aggregate principal amount of 5.20% first mortgage bonds due in full upon maturity on March 15, 2036 and received proceeds of $618 million (net of debt discount, underwriting discounts and debt issuance costs of $7 million), and $475 million aggregate principal amount of 5.95% first mortgage bonds due in full upon maturity on March 15, 2056 and received proceeds of $467 million (net of debt discount, underwriting discounts and debt issuance costs of $8 million). Each series of first mortgage bonds is redeemable prior to maturity, subject to its terms, and in certain circumstances subject to make-whole provisions. SDG&E intends to use the net proceeds to repay outstanding first mortgage bonds due in May 2026 and June 2026 and outstanding commercial paper and for other general corporate purposes.

Other Sempra

Sempra

In March 2026, Sempra issued $800 million aggregate principal amount of 5.25% notes due in full upon maturity on March 15, 2036 and received proceeds of $791 million (net of debt discount, underwriting discounts and debt issuance costs of $9 million). The notes are redeemable prior to maturity, subject to their terms, and in certain circumstances subject to make-whole provisions. We used the net proceeds to repay outstanding commercial paper and other indebtedness and for general corporate purposes.

ECA LNG Phase 1

ECA LNG Phase 1 has a loan agreement with a syndicate of external lenders that matures on December 30, 2027 for an aggregate principal amount of up to $1.5 billion. The loan agreement bears interest at a weighted-average blended rate of 2.29% plus a benchmark interest rate per annum equal to (a) term SOFR based on a tenor comparable to the applicable interest period, plus (b) a credit adjustment spread of 10 bps.

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At both March 31, 2026 and December 31, 2025, $1.3 billion of borrowings from external lenders are outstanding under the loan agreement, with a weighted-average interest rate of 6.09% and 6.06%, respectively. Proceeds from the loan are being used to finance the cost of construction of the ECA LNG Phase 1 project.

IEnova and TotalEnergies SE have provided guarantees for repayment of the loan of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest. The effective interest rate of the loan is based on the interest payments made to external lenders and guarantee payments made to TotalEnergies SE as a guarantor.

Port Arthur LNG I

Port Arthur LNG I has a seven-year term loan facility agreement with a syndicate of lenders that matures on March 20, 2030 for an aggregate principal amount of approximately $6.8 billion. At March 31, 2026 and December 31, 2025, $3.8 billion and $3.2 billion, respectively, of borrowings are outstanding under the loan agreement, with an all-in weighted-average interest rate of 5.60% and 5.47%, respectively. At March 31, 2026, previous borrowings totaling $983 million have been repaid and cannot be reborrowed. Proceeds from the loan are being used to finance the cost of construction of the PA LNG Phase 1 project.

On April 8, 2026, Port Arthur LNG I issued senior secured notes for an aggregate principal amount of $2.0 billion. The notes bear interest at the rate of 6.43% and mature on June 15, 2048. The net proceeds were used to repay borrowings and accrued interest under the existing Port Arthur LNG I term loan facility.

NOTE 8. DERIVATIVE FINANCIAL INSTRUMENTS

We use derivative instruments primarily to manage exposures arising in the normal course of business. Our principal exposures are commodity market risk, benchmark interest rate risk and foreign exchange rate exposures. Our use of derivatives for these risks is integrated into the economic management of our anticipated revenues, anticipated expenses, assets and liabilities. Derivatives may be effective in mitigating these risks (1) that could lead to declines in anticipated revenues or increases in anticipated expenses, or (2) that could cause our asset values to fall or our liabilities to increase. Accordingly, our derivative activity summarized below generally represents an impact that is intended to offset associated revenues, expenses, assets or liabilities that are not included in the tables below.

In certain cases, we apply the normal purchase or sale exception to contracts that otherwise would have been accounted for as derivative instruments and have other commodity contracts that are not derivatives. These contracts are not recorded at fair value and are therefore excluded from the disclosures below.

In all other cases, we record derivatives at fair value on the Condensed Consolidated Balance Sheets. We may have derivatives that are (1) cash flow hedges, (2) fair value hedges, or (3) undesignated. Depending on the applicability of hedge accounting and the requirement to pass impacts through to customers for SDG&E and SoCalGas and other operations subject to regulatory accounting the impact of derivative instruments may be offset in OCI (cash flow hedges), on the balance sheet (regulatory offsets), or recognized in earnings (fair value hedges and undesignated derivatives not subject to rate recovery). We classify cash flows from the (1) principal settlements of cross-currency swaps that hedge exposure related to Mexican peso-denominated debt and amounts related to terminations or early settlements of interest rate swaps as financing activities, (2) principal settlements of interest rate swaps associated with capitalized interest costs incurred to finance capital projects as investing activities, and (3) settlements of other derivative instruments as operating activities on the Condensed Consolidated Statements of Cash Flows.

HEDGE ACCOUNTING

We may designate a derivative as a cash flow hedging instrument if it effectively converts anticipated cash flows associated with revenues or expenses to a fixed dollar amount. We may utilize cash flow hedge accounting for derivative commodity instruments, foreign currency instruments and interest rate instruments. Designating cash flow hedges is dependent on the business context in which the instrument is being used, the effectiveness of the instrument in offsetting the risk of variability of future cash flows of a given revenue or expense item, and other criteria.

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ENERGY DERIVATIVES

Our market risk is primarily related to natural gas and electricity price volatility and the specific physical locations where we transact. We use energy derivatives to manage these risks. The use of energy derivatives in our various businesses depends on the particular energy market, and the operating and regulatory environments applicable to the business, as follows:

▪SDG&E and SoCalGas use natural gas derivatives and SDG&E uses electricity derivatives, for the benefit of customers, with the objective of managing both price risk and basis risk, and stabilizing and lowering natural gas and electricity costs. These derivatives include fixed-price natural gas and electricity positions, options, and basis risk instruments, which are either exchange-traded or over-the-counter financial instruments, or bilateral physical transactions. This activity is governed by risk management and transacting activity plans limited by company policy and regulatory requirements. SDG&E’s risk management and transacting activity plans for electricity derivatives are also required to be filed with, and have been approved by, the CPUC. SoCalGas is also subject to certain regulatory requirements and thresholds related to natural gas procurement under the GCIM. Natural gas and electricity derivative activities are recorded as commodity costs that are offset by regulatory account balances and are recovered in rates. Net commodity cost impacts on the Condensed Consolidated Statements of Operations are reflected in Cost of Natural Gas or in Cost of Electric Fuel and Purchased Power.

▪SDG&E is allocated and may purchase CRRs, which are designed to reduce the regional electricity price volatility risk that may result from local transmission capacity constraints. Unrealized gains and losses do not impact earnings, as they are offset by regulatory account balances. Realized gains and losses associated with CRRs, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Condensed Consolidated Statements of Operations.

▪Sempra Infrastructure may use natural gas, LNG and electricity derivatives, as appropriate, in an effort to mitigate commodity price risk and optimize the earnings of its assets which support the following businesses: LNG, natural gas pipelines and storage, and power generation. Gains and losses associated with these undesignated derivatives are recognized in Revenues: Energy-Related Businesses or Energy-Related Business Cost of Sales on the Condensed Consolidated Statements of Operations.

▪From time to time, our various businesses, including SDG&E and SoCalGas, may use other derivatives to hedge exposures such as GHG allowances.

The following table summarizes net energy derivative volumes.

NET ENERGY DERIVATIVE VOLUMES
(Quantities in millions)
Commodity Unit of measure March 31, 2026 December 31, 2025
Sempra:
Natural gas(1) MMBtu 438 336
Congestion revenue rights MWh 16 18
SDG&E:
Natural gas MMBtu 14 14
Congestion revenue rights MWh 16 18
SoCalGas:
Natural gas MMBtu 424 322

(1)    At March 31, 2026 and December 31, 2025, excludes 1,329 and 1,016, respectively, related to the disposal group that is classified as held for sale.

INTEREST RATE DERIVATIVES

We are exposed to interest rates primarily as a result of our current and expected use of financing. SDG&E and SoCalGas, as well as Sempra and its other subsidiaries and equity method investees, periodically enter into interest rate derivative agreements intended to moderate our exposure to interest rates and to lower our overall costs of borrowing. In addition, we may utilize interest rate swaps, typically designated as cash flow hedges, to lock in interest rates on outstanding debt or in anticipation of future financings.

At both March 31, 2026 and December 31, 2025, interest rate derivatives designated as cash flow hedges accrue interest based on notional amounts of $244 million. These instruments have maturities from 2026 to 2034 and are included within the disposal group that is classified as held for sale.

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In March 2026, Port Arthur LNG I received a cash settlement of $96 million, net of transaction costs, for the termination of $1.2 billion of the notional amount of interest rate swaps that were de-designated in 2024. At March 31, 2026 and December 31, 2025, interest rate derivatives not designated as hedging instruments have a maximum notional amount of $1,952 million and $3,189 million, respectively, with maturities from 2026 to 2048 and accrue interest based on notional amounts of $1,461 million and $2,286 million, respectively. These undesignated derivatives are included within the disposal group that is classified as held for sale.

FOREIGN CURRENCY DERIVATIVES

Oncor uses cross-currency swaps designated as fair value hedges intended to offset foreign currency exchange rate risk related to its foreign-currency-denominated debt. From time to time, SI Partners and its equity method investees may use foreign currency derivatives to hedge exposures related to cash flows associated with revenues from contracts denominated in Mexican pesos that are indexed to the U.S. dollar.

We are also exposed to exchange rate movements at our Mexican subsidiaries and equity method investees, which have U.S. dollar-denominated cash balances, receivables, payables and debt (monetary assets and liabilities) that give rise to Mexican currency exchange rate movements for Mexican income tax purposes. They also have deferred income tax assets and liabilities denominated in the Mexican peso, which must be translated to U.S. dollars for financial reporting purposes. In addition, monetary assets and liabilities and certain nonmonetary assets and liabilities are adjusted for Mexican inflation for Mexican income tax purposes. We may utilize foreign currency derivatives as a means to help manage the risk of exposure to significant fluctuations in our income tax expense and equity earnings from these impacts; however, we generally do not hedge our deferred income tax assets and liabilities or for inflation.

In the first quarter of 2026, SI Partners entered into contingent, undesignated foreign currency hedges that are designed to fix the exchange rate associated with the anticipated after-tax net proceeds from the planned sale of Ecogas, with notional amounts totaling approximately 7.5 billion Mexican pesos ($411 million to $422 million in U.S. dollar-equivalent, depending on the closing date of the sale). Settlement of the hedges is contingent on the completion of the planned sale of Ecogas expected in the second or third quarter of 2026.

Also, in the first quarter of 2026, Sempra entered into undesignated foreign currency hedges with notional amounts totaling 11.0 billion Mexican pesos ($612 million in U.S. dollar-equivalent) to help mitigate the exchange rate risk associated with the anticipated Mexican capital gains taxes that will be payable upon completion of the planned sale of our 45% equity interest in SI Partners, which we expect to close in the second or third quarter of 2026. In April 2026, Sempra entered into an additional undesignated foreign currency hedge with notional amounts totaling 2.8 billion Mexican pesos ($155 million in U.S. dollar-equivalent) to further mitigate such risk.

In addition, foreign currency derivatives designated as cash flow hedges, excluding those in our equity method investments, have notional amounts totaling $122 million and $172 million at March 31, 2026 and December 31, 2025, respectively, with maturities in 2026 and 2027, which are included within the disposal group that is classified as held for sale.

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FINANCIAL STATEMENT PRESENTATION

The Condensed Consolidated Balance Sheets reflect the offsetting of net derivative positions and cash collateral with the same counterparty when a legal right of offset exists. The following tables provide the fair values of derivative instruments on the Condensed Consolidated Balance Sheets, including the amount of cash collateral receivables that are not offset because the cash collateral was in excess of liability positions. We discuss the fair value of derivative assets and liabilities in Note 9.

DERIVATIVE INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
March 31, 2026
Current assets Current liabilities
Other current assets Assets <br>held for sale Other long-term assets Other current<br>liabilities Liabilities held for sale Deferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments $ 25 $ —
Foreign exchange instruments — (6)
Derivatives not designated as hedging instruments:
Interest rate instruments 153 —
Foreign exchange instruments 12 $ (3) —
Commodity contracts not subject to rate recovery 226 — (231)
Associated offsetting commodity contracts (9) — 9
Commodity contracts subject to rate recovery $ 7 $ 14 (24) $ (17)
Associated offsetting commodity contracts (2) (5) 2 5
Associated offsetting cash collateral — — 12 4
Net amounts presented on the balance sheet 5 407 9 (13) (228) (8)
Additional cash collateral for commodity contracts<br><br>not subject to rate recovery 60 —
Additional cash collateral for commodity contracts<br><br>subject to rate recovery 25 — — —
Total $ 30 $ 467 $ 9 $ (13) $ (228) $ (8)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery $ 4 $ 8 $ (12) $ (5)
Associated offsetting commodity contracts — (1) — 1
Associated offsetting cash collateral — — 12 4
Net amounts presented on the balance sheet 4 7 — —
Additional cash collateral for commodity contracts<br><br>subject to rate recovery 20 — — —
Total $ 24 $ 7 $ — $ —
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery $ 3 $ 6 $ (12) $ (12)
Associated offsetting commodity contracts (2) (4) 2 4
Net amounts presented on the balance sheet 1 2 (10) (8)
Additional cash collateral for commodity contracts<br><br>subject to rate recovery 5 — — —
Total $ 6 $ 2 $ (10) $ (8)

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DERIVATIVE INSTRUMENTS ON THE CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Dollars in millions)
December 31, 2025
Current assets Current liabilities
Other current assets Assets held for sale Other long-term assets Other current liabilities Liabilities held for sale Deferred credits and other
Sempra:
Derivatives designated as hedging instruments:
Interest rate instruments $ 25 $ —
Foreign exchange instruments — (8)
Derivatives not designated as hedging instruments:
Interest rate instruments 242 —
Commodity contracts not subject to rate recovery 9 (66)
Associated offsetting commodity contracts (5) 5
Commodity contracts subject to rate recovery $ 25 $ 11 $ (134) $ (10)
Associated offsetting commodity contracts (4) (2) 4 2
Associated offsetting cash collateral — — 68 4
Net amounts presented on the balance sheet 21 271 9 (62) (69) (4)
Additional cash collateral for commodity contracts<br><br>not subject to rate recovery 38 —
Additional cash collateral for commodity contracts<br><br>subject to rate recovery 23 — — —
Total $ 44 $ 309 $ 9 $ (62) $ (69) $ (4)
SDG&E:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery $ 4 $ 8 $ (12) $ (5)
Associated offsetting commodity contracts — (1) — 1
Associated offsetting cash collateral — — 12 4
Net amounts presented on the balance sheet 4 7 — —
Additional cash collateral for commodity contracts<br><br>subject to rate recovery 13 — — —
Total $ 17 $ 7 $ — $ —
SoCalGas:
Derivatives not designated as hedging instruments:
Commodity contracts subject to rate recovery $ 21 $ 3 $ (122) $ (5)
Associated offsetting commodity contracts (4) (1) 4 1
Associated offsetting cash collateral — — 56 —
Net amounts presented on the balance sheet 17 2 (62) (4)
Additional cash collateral for commodity contracts<br><br>subject to rate recovery 10 — — —
Total $ 27 $ 2 $ (62) $ (4)

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The following table includes the effects of derivative instruments designated as hedges on the Condensed Consolidated Statements of Operations and in OCI and AOCI.

HEDGE IMPACTS
(Dollars in millions)
Pretax gain (loss)<br>recognized in OCI Pretax gain (loss) reclassified <br>from AOCI into earnings
Three months ended March 31, Three months ended March 31,
2026 2025 Location 2026 2025
Sempra:
Cash flow hedges:
Interest rate instruments $ 2 $ (3) Interest expense $ 1 $ 2
Interest rate instruments 7 (20) Equity earnings(1) 1 5
Foreign exchange instruments 2 (5) Revenues: Energy-<br><br>related businesses 2 (2)
Foreign exchange instruments 2 (4) Equity earnings(1) 2 (2)
Fair value hedges:
Foreign exchange instruments (2) (9) Equity earnings(1) — —
Total $ 11 $ (41) $ 6 $ 3

(1)    Equity earnings at Oncor Holdings and our foreign equity method investees are recognized after tax.

For Sempra, we expect that net losses before NCI of $3 million, which are net of income tax benefit and include amounts related to the disposal group that is classified as held for sale, that are currently recorded in AOCI (with negligible gains attributable to NCI) related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. SoCalGas expects that $1 million of losses, net of income tax benefit, that are currently recorded in AOCI related to cash flow hedges will be reclassified into earnings during the next 12 months as the hedged items affect earnings. Actual amounts ultimately reclassified into earnings depend on the interest rates and foreign currency rates in effect when derivative contracts mature.

At March 31, 2026, the maximum length of time over which Sempra is hedging its exposure to the variability in future cash flows for forecasted transactions, excluding those forecasted transactions related to the payment of variable interest on existing financial instruments, is approximately one year.

The following table summarizes the effects of derivative instruments not designated as hedging instruments on the Condensed Consolidated Statements of Operations.

UNDESIGNATED DERIVATIVE IMPACTS
(Dollars in millions)
Pretax gain (loss) on derivatives recognized in earnings
Three months ended March 31,
Location 2026 2025
Sempra:
Commodity contracts not<br><br>subject to rate recovery Revenues: Energy-related<br><br>businesses $ 100 $ 6
Commodity contracts not<br><br>subject to rate recovery Energy-related businesses<br><br>cost of sales (22) —
Commodity contracts subject<br><br>to rate recovery Cost of natural gas (1) (16)
Commodity contracts subject<br><br>to rate recovery Cost of electric fuel and purchased power (5) 3
Foreign exchange instruments Other income, net 9 —
Interest rate instruments Interest expense 11 (65)
Total $ 92 $ (72)
SDG&E:
Commodity contracts subject<br><br>to rate recovery Cost of electric fuel and purchased power $ (5) $ 3
SoCalGas:
Commodity contracts subject<br><br>to rate recovery Cost of natural gas $ (1) $ (16)

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CREDIT RISK RELATED CONTINGENT FEATURES

For Sempra, SDG&E and SoCalGas, certain of our derivative instruments contain credit limits which vary depending on our credit ratings. Generally, these provisions, if applicable, may reduce our credit limit if a specified credit rating agency reduces our ratings. In certain cases, if our credit ratings were to fall below investment grade, the counterparty to these derivative liability instruments could request immediate payment or demand immediate and ongoing full collateralization.

For Sempra, the total fair value of this group of derivative instruments in a liability position at March 31, 2026 and December 31, 2025 is $120 million and $190 million, respectively. For SDG&E, the total fair value of this group of derivative instruments in a liability position is negligible at both March 31, 2026 and December 31, 2025. For SoCalGas, the total fair value of this group of derivative instruments in a liability position at March 31, 2026 and December 31, 2025 is $15 million and $47 million, respectively. At March 31, 2026, if the credit ratings of Sempra or SoCalGas were reduced below investment grade, $120 million, and $15 million, respectively, of additional assets could be required to be posted as collateral for these derivative contracts.

For Sempra, SDG&E and SoCalGas, some of our derivative contracts contain a provision that would permit the counterparty, in certain circumstances, to request adequate assurance of our performance under the contracts. Such additional assurance, if needed, is not material and is not included in the amounts above.

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NOTE 9. FAIR VALUE MEASUREMENTS

We discuss the valuation techniques and inputs we use to measure fair value and the definition of the three levels of the fair value hierarchy in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

RECURRING FAIR VALUE MEASURES

The tables below set forth our financial assets and liabilities, by level within the fair value hierarchy, that are accounted for at fair value on a recurring basis at March 31, 2026 and December 31, 2025. We classify financial assets and liabilities in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair-valued assets and liabilities and their placement within the fair value hierarchy. We have not changed the valuation techniques or types of inputs we use to measure recurring fair value since December 31, 2025.

The determination of fair values, shown in the tables below, incorporates various factors, including but not limited to, the credit standing of the counterparties involved and the impact of credit enhancements (such as cash deposits, letters of credit and priority interests).

Our financial assets and liabilities that are accounted for at fair value on a recurring basis in the tables below include the following:

▪Nuclear decommissioning trusts reflect the assets of SDG&E’s NDT, excluding accounts receivable and accounts payable. A third-party trustee values the trust assets using prices from a pricing service based on a market approach. We validate these prices by comparison to prices from other independent data sources. Securities are valued using quoted prices listed on nationally recognized securities exchanges or based on closing prices reported in the active market in which the identical security is traded (Level 1). Other securities are valued based on yields that are currently available for comparable securities of issuers with similar credit ratings (Level 2).

▪For commodity contracts, interest rate instruments and foreign exchange instruments, we primarily use a market or income approach with market participant assumptions to value these derivatives. Market participant assumptions include those about risk, and the risk inherent in the inputs to the valuation techniques. These inputs can be readily observable, market corroborated, or generally unobservable. We have exchange-traded derivatives that are valued based on quoted prices in active markets for the identical instruments (Level 1). We also may have other commodity derivatives that are valued using industry standard models that consider quoted forward prices for commodities, time value, current market and contractual prices for the underlying instruments, volatility factors, and other relevant economic measures (Level 2). Level 3 recurring items relate to CRRs at SDG&E, as we discuss below in “Level 3 Information – SDG&E” and natural gas derivatives at Sempra Infrastructure, as we discuss below in “Level 3 Information – Other Sempra.” We further discuss derivative assets and liabilities in Note 8.

▪Rabbi Trust investments include short-term investments that consist of money market and mutual funds that we value using a market approach based on closing prices reported in the active market in which the identical security is traded (Level 1).

▪As we discuss in Note 13, in July 2020, Sempra entered into the Support Agreement for the benefit of CFIN. We measure the Support Agreement, which includes a guarantee obligation, a put option and a call option, net of related guarantee fees, at fair value on a recurring basis. We use a discounted cash flow model to value the Support Agreement, net of related guarantee fees. Because some of the inputs that are significant to the valuation are less observable, the Support Agreement is classified as Level 3, as we describe below in “Level 3 Information – Other Sempra.”

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1 Level 2 Level 3 Netting(1) Total
Fair value at March 31, 2026
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents $ 22 $ 3 $ — $ 25
Equity securities 270 2 — 272
Debt securities:
Debt securities issued by the U.S. Treasury and other<br><br>U.S. government corporations and agencies 27 16 — 43
Municipal bonds — 291 — 291
Other securities — 261 — 261
Total debt securities 27 568 — 595
Total nuclear decommissioning trusts(2) 319 573 — 892
Short-term investments held in Rabbi Trust 86 — — 86
Support Agreement, net of related guarantee fees — — 41 41
Commodity contracts subject to rate recovery 2 9 10 $ 18 39
407 582 51 18 1,058
Assets held for sale:
Interest rate instruments — 178 — — 178
Foreign exchange instruments — 12 — — 12
Commodity contracts not subject to rate recovery — 218 8 51 277
Total assets held for sale — 408 8 51 467
Total assets $ 407 $ 990 $ 59 $ 69 $ 1,525
Liabilities:
Foreign exchange instruments $ — $ 3 $ — $ — $ 3
Commodity contracts subject to rate recovery 17 24 — (23) 18
17 27 — (23) 21
Liabilities held for sale:
Foreign exchange instruments — 6 — — 6
Commodity contracts not subject to rate recovery — 172 59 (9) 222
Total liabilities held for sale — 178 59 (9) 228
Total liabilities $ 17 $ 205 $ 59 $ (32) $ 249

(1)    Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

(2)    Excludes receivables (payables), net.

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1 Level 2 Level 3 Netting(1) Total
Fair value at December 31, 2025
Sempra:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents $ 9 $ 3 $ — $ 12
Equity securities 285 3 — 288
Debt securities:
Debt securities issued by the U.S. Treasury and other<br><br>U.S. government corporations and agencies 28 19 — 47
Municipal bonds — 300 — 300
Other securities — 255 — 255
Total debt securities 28 574 — 602
Total nuclear decommissioning trusts(2) 322 580 — 902
Short-term investments held in Rabbi Trust 49 — — 49
Support Agreement, net of related guarantee fees — — 41 41
Commodity contracts subject to rate recovery 2 24 10 $ 17 53
373 604 51 17 1,045
Assets held for sale:
Interest rate instruments — 267 — — 267
Commodity contracts not subject to rate recovery — 8 1 33 42
Total assets held for sale — 275 1 33 309
Total assets $ 373 $ 879 $ 52 $ 50 $ 1,354
Liabilities:
Commodity contracts subject to rate recovery $ 37 $ 107 $ — $ (78) $ 66
Liabilities held for sale:
Foreign exchange instruments — 8 — — 8
Commodity contracts not subject to rate recovery — 10 56 (5) 61
Total liabilities held for sale — 18 56 (5) 69
Total liabilities $ 37 $ 125 $ 56 $ (83) $ 135

(1)    Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

(2)    Excludes receivables (payables), net.

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1 Level 2 Level 3 Netting(1) Total
Fair value at March 31, 2026
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents $ 22 $ 3 $ — $ 25
Equity securities 270 2 — 272
Debt securities:
Debt securities issued by the U.S. Treasury and other<br><br>U.S. government corporations and agencies 27 16 — 43
Municipal bonds — 291 — 291
Other securities — 261 — 261
Total debt securities 27 568 — 595
Total nuclear decommissioning trusts(2) 319 573 — 892
Commodity contracts subject to rate recovery 2 — 10 $ 19 31
Total assets $ 321 $ 573 $ 10 $ 19 $ 923
Liabilities:
Commodity contracts subject to rate recovery $ 17 $ — $ — $ (17) $ —
Fair value at December 31, 2025
SDG&E:
Assets:
Nuclear decommissioning trusts:
Short-term investments, primarily cash equivalents $ 9 $ 3 $ — $ 12
Equity securities 285 3 — 288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S.<br><br>government corporations and agencies 28 19 — 47
Municipal bonds — 300 — 300
Other securities — 255 — 255
Total debt securities 28 574 — 602
Total nuclear decommissioning trusts(2) 322 580 — 902
Commodity contracts subject to rate recovery 2 — 10 $ 12 24
Total assets $ 324 $ 580 $ 10 $ 12 $ 926
Liabilities:
Commodity contracts subject to rate recovery $ 17 $ — $ — $ (17) $ —

(1)    Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

(2)    Excludes receivables (payables), net.

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RECURRING FAIR VALUE MEASURES
(Dollars in millions)
Level 1 Level 2 Level 3 Netting(1) Total
Fair value at March 31, 2026
SoCalGas:
Assets:
Commodity contracts subject to rate recovery $ — $ 9 $ — $ (1) $ 8
Liabilities:
Commodity contracts subject to rate recovery $ — $ 24 $ — $ (6) $ 18
Fair value at December 31, 2025
SoCalGas:
Assets:
Commodity contracts subject to rate recovery $ — $ 24 $ — $ 5 $ 29
Liabilities:
Commodity contracts subject to rate recovery $ 20 $ 107 $ — $ (61) $ 66

(1)    Includes the effect of the contractual ability to settle contracts under master netting agreements and with cash collateral, as well as cash collateral not offset.

Level 3 Information

SDG&E

The table below sets forth reconciliations of changes in the fair value of CRRs classified as Level 3 in the fair value hierarchy for Sempra and SDG&E.

LEVEL 3 RECONCILIATIONS(1)
(Dollars in millions)
Three months ended March 31,
2026 2025
Balance at January 1 $ 10 $ 4
Realized and unrealized gains (losses), net (3) (1)
Allocated transmission instruments 3 2
Settlements — (1)
Balance at March 31 $ 10 $ 4
Change in unrealized gains (losses) relating to instruments still held at March 31 $ (2) $ (2)

(1)    Excludes the effect of the contractual ability to settle contracts under master netting agreements and cash collateral.

Realized gains and losses associated with CRRs, which are recoverable in rates, are recorded in Cost of Electric Fuel and Purchased Power on the Condensed Consolidated Statements of Operations. Because unrealized gains and losses are recorded as regulatory assets and liabilities, they do not affect earnings. Inputs used to determine the fair value of CRRs are reviewed and compared with market conditions to determine reasonableness.

CRRs are recorded at fair value based almost entirely on the most current auction prices published by the California ISO, an objective source. Annual auction prices are published once a year, typically in the middle of November, and are the basis for valuing CRRs settling in the following year. For the CRRs settling from January 1 to December 31, the auction price inputs, at a given location, are in the following ranges for the years indicated below:

CONGESTION REVENUE RIGHTS AUCTION PRICE INPUTS
Settlement year Price per MWh Median price per MWh
2026 $ (0.31) to $ 13.76 $ 4.05
2025 (7.38) to 15.54 0.01

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The impact associated with discounting is not significant. Because these auction prices are a less observable input, these instruments are classified as Level 3. The fair value of these instruments is derived from auction price differences between two locations. Positive values between two locations represent expected future reductions in congestion costs, whereas negative values between two locations represent expected future charges. Valuation of our CRRs is sensitive to a change in auction price. If auction prices at one location increase (decrease) relative to another location, this could result in a significantly higher (lower) fair value measurement. We summarize CRR volumes in Note 8.

Other Sempra

Support Agreement. The table below sets forth reconciliations of changes in the fair value of Sempra’s Support Agreement for the benefit of CFIN classified as Level 3 in the fair value hierarchy.

LEVEL 3 RECONCILIATIONS
(Dollars in millions)
Three months ended March 31,
2026 2025
Balance at January 1 $ 41 $ 25
Realized and unrealized gains (losses), net(1) 2 15
Settlements (2) (2)
Balance at March 31(2) $ 41 $ 38
Change in unrealized gains (losses) relating to instruments still held at March 31 $ 2 $ 15

(1)    Net gains are included in Interest Income and net losses are recognized in Interest Expense on Sempra’s Condensed Consolidated Statements of Operations.

(2)    Includes $8 in Other Current Assets and $33 in Other Long-Term Assets at March 31, 2026 on Sempra's Condensed Consolidated Balance Sheet.

The fair value of the Support Agreement, net of related guarantee fees, is based on a discounted cash flow model using a probability of default and survival methodology. Our estimate of fair value considers inputs such as third-party default rates, credit ratings, recovery rates, and risk-adjusted discount rates, which may be readily observable, market corroborated or generally unobservable inputs. Because CFIN’s credit rating and related default and survival rates are unobservable inputs that are significant to the valuation, the Support Agreement, net of related guarantee fees, is classified as Level 3. We assigned CFIN an internally developed credit rating of A2 at March 31, 2026, and 2025, respectively, and relied on default rate data published by Moody’s to assign a probability of default. A hypothetical change in the credit rating up or down one notch would not result in a significant change in the fair value of the Support Agreement.

Commodity contracts not subject to rate recovery. The table below sets forth a reconciliation of the change in the fair value of natural gas derivatives classified as Level 3 in the fair value hierarchy.

LEVEL 3 RECONCILIATION
(Dollars in millions)
Three months ended March 31, 2026
Balance at January 1 $ (55)
Realized and unrealized gains (losses), net(1) 4
Balance at March 31(2) $ (51)
Change in unrealized gains (losses) relating to instruments still held at March 31 $ 4

(1)    Net realized and unrealized gains and losses are recognized in Revenues: Energy-Related Businesses or Energy-Related Businesses Cost of Sales on the Sempra Condensed Consolidated Statement of Operations.

(2)    Includes $8 in Assets Held for Sale and $59 in Liabilities Held for Sale at March 31, 2026 on Sempra’s Condensed Consolidated Balance Sheet.

We estimate the fair value of our natural gas derivatives using an income approach. These instruments are classified as Level 3 within the fair value hierarchy because their valuation relies on significant unobservable inputs. Key unobservable inputs include implied forward price curves at illiquid delivery locations and location-specific forward price adjustments. When observable market data is limited or unavailable at these illiquid delivery points, we apply industry-standard valuation methodologies to develop unobservable inputs that maximize the use of observable information, including extrapolation and the use of historical market data and other relevant information.

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The following table presents information about the significant unobservable inputs used in the valuation of our Level 3 natural gas derivatives at March 31, 2026:

QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENT
Fair value<br>(in millions) Valuation technique Unobservable input Range Weighted average
Commodity contracts not subject to rate recovery $ (51) Income approach Forward natural gas price per MMBtu $ 0.05 to $ 2.41 $ 1.08

The valuation of our natural gas derivatives is sensitive to changes in forward pricing and location-specific price adjustments. Generally, significant increases or decreases in forward pricing, in isolation, would decrease or increase, respectively, the fair value of the natural gas derivatives. We evaluate valuation inputs and assumptions at least quarterly and update inputs as necessary to reflect changes.

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Fair Value of Financial Instruments

The fair values of certain of our financial instruments (cash, current and noncurrent accounts receivable, amounts due to/from unconsolidated affiliates with original maturities of less than 90 days, dividends and accounts payable due in one year or less, short-term debt and customer deposits) approximate their carrying amounts because of the short-term nature of these instruments. Investments in life insurance contracts that we hold in support of our Supplemental Executive Retirement Plan, Cash Balance Restoration Plan and Employee and Director Savings Plan are carried at cash surrender values, which represent the amount of cash that could be realized under the contracts. The following table provides the carrying amounts and fair values of certain other financial instruments that are not recorded at fair value on the Condensed Consolidated Balance Sheets.

FAIR VALUE OF FINANCIAL INSTRUMENTS
(Dollars in millions)
Carrying<br>amount Fair value
Level 1 Level 2 Level 3 Total
March 31, 2026
Sempra:
Long-term note receivable(1) $ 374 $ — $ — $ 370 $ 370
Long-term amounts due to unconsolidated affiliates held for sale 485 — 469 — 469
Long-term debt held for sale(2) 8,641 — 8,259 — 8,259
Long-term debt(3) 31,767 — 29,661 — 29,661
SDG&E:
Long-term debt(4) $ 10,900 $ — $ 9,753 $ — $ 9,753
SoCalGas:
Long-term debt(5) $ 8,109 $ — $ 7,677 $ — $ 7,677
December 31, 2025
Sempra:
Long-term note receivable(1) $ 369 $ — $ — $ 366 $ 366
Long-term amounts due to unconsolidated affiliates held for sale 477 — 463 — 463
Long-term debt held for sale(2) 7,925 — 7,611 — 7,611
Long-term debt(3) 29,867 — 28,282 — 28,282
SDG&E:
Long-term debt(4) $ 9,800 $ — $ 8,810 $ — $ 8,810
SoCalGas:
Long-term debt(5) $ 8,109 $ — $ 7,818 $ — $ 7,818

(1)    Before allowances for credit losses of $4 at both March 31, 2026 and December 31, 2025. Excludes unamortized transaction costs of $2 and $3 at March 31, 2026 and December 31, 2025, respectively.

(2)    After the effects of interest rate swaps. Before reductions of unamortized discount and debt issuance costs of $138 and $132 at March 31, 2026 and December 31, 2025, respectively.

(3)    Before reductions of unamortized discount and debt issuance costs of $321 and $305 at March 31, 2026 and December 31, 2025, respectively, and excluding finance lease obligations of $1,279 and $1,293 at March 31, 2026 and December 31, 2025, respectively.

(4)    Before reductions of unamortized discount and debt issuance costs of $110 and $97 at March 31, 2026 and December 31, 2025, respectively, and excluding finance lease obligations of $1,168 and $1,176 at March 31, 2026 and December 31, 2025, respectively.

(5)    Before reductions of unamortized discount and debt issuance costs of $76 and $78 at March 31, 2026 and December 31, 2025, respectively, and excluding finance lease obligations of $111 and $117 at March 31, 2026 and December 31, 2025, respectively.

We provide the fair values for the securities held in the NDT related to SONGS in Note 12.

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NOTE 10. SEMPRA – CONTINGENTLY REDEEMABLE NONCONTROLLING INTEREST

SEMPRA INFRASTRUCTURE

In September 2025, PA2 JVCo issued 49.9% of its equity interests to Blackstone, which we discuss in Note 12 of the Notes to Consolidated Financial Statements in the Annual Report. We present Blackstone’s equity interest as a CRNCI, which appears between liabilities and equity in the mezzanine section of Sempra’s Condensed Consolidated Balance Sheets. We initially recorded the CRNCI at the amount for which Blackstone has a claim on the underlying net assets in liquidation at book value. At March 31, 2026, the CRNCI is not currently redeemable, nor is it probable that it will become redeemable because the forecasted completion of the PA LNG Phase 2 project is highly unlikely to occur beyond the contractually specified date in which Blackstone’s ownership interest becomes redeemable; therefore, we did not accrete the CRNCI to its redemption value.

Allocation of Interests

Because ownership interests in SI Partners, its subsidiaries and their projects differ by percentage and consolidation level, claims on changes in net assets must be allocated among the respective owners. To effect the allocation of interests, in the three months ended March 31, 2026, we recorded an increase in CRNCI of $42 million, a decrease in NCI of $48 million and an increase in Sempra’s shareholders’ equity of $6 million.

NOTE 11. SEMPRA – EQUITY AND EARNINGS PER COMMON SHARE

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 March 31, 2026, 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.

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Forward Sale Agreements

We have entered into two forward sale agreements for the sale of shares of Sempra common stock under the ATM program that remain subject to future settlement. 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. These forward sale agreements may be settled on one or more dates specified by us occurring no later than the final settlement date under the applicable agreement. 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. The principal terms of these forward sale agreements at March 31, 2026 are as follows:

FORWARD SALE AGREEMENTS UNDER THE ATM PROGRAM THAT REMAIN SUBJECT TO FUTURE SETTLEMENT
(Dollars in millions, except per share amounts)
Date of agreement Number of shares subject to agreement Number of shares that remain to be settled Initial forward price per share Expected net proceeds(1) Forward purchaser Sales commissions Final settlement date
November 18, 2024 2,909,274 2,909,274 $92.1546 $268 Bank of America, N.A. $2.4 June 30, 2026(2)
February 26, 2025 2,087,317 2,087,317 $70.6593 $147 Wells Fargo Bank, N.A. $1.3 March 31, 2027

(1)    Expected net proceeds assumes full physical settlement, is net of sales commission but does not deduct other equity issuance costs, and is subject to certain adjustments pursuant to the applicable forward sale agreement.

(2)    On April 7, 2026, the forward sale agreement was amended to extend the final settlement date to December 31, 2027.

We provide additional information about these forward sale agreements in Note 13 of the Notes to Consolidated Financial Statements in the Annual Report.

COMMON STOCK REPURCHASES

In the three months ended March 31, 2026 and 2025, we withheld 231,910 shares for $20 million and 671,961 shares for $57 million, respectively, of our common stock that would otherwise be issued to long-term incentive plan participants 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.

NONCONTROLLING INTERESTS

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

In the three months ended March 31, 2026 and 2025, Sempra Infrastructure distributed $65 million and $38 million, respectively, to its NCI owners, and NCI owners contributed $41 million and $34 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.

NET INCOME ATTRIBUTABLE TO SEMPRA AND TRANSFERS (TO) FROM CRNCI AND NCI
(Dollars in millions)
Three months ended
March 31, 2026
Sempra:
Net income attributable to Sempra $ 1,037
Transfers (to) from CRNCI and NCI:
Increase in shareholders’ equity from allocation of interests(1) 6
Net transfers (to) from CRNCI and NCI 6
Change from net income attributable to Sempra and transfers (to) from CRNCI and NCI $ 1,043

(1)    We describe the allocation of interests in Note 10.

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SI Partners Subsidiaries

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 March 31, 2026, 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.

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)
Three months ended March 31,
2026 2025
Sempra:
Numerator:
Earnings attributable to common shares $ 1,037 $ 906
Denominator:
Weighted-average common shares outstanding for basic EPS(1) 653,589 651,992
Dilutive effect of common shares sold forward 482 —
Dilutive effect of stock options and RSUs(2) 1,417 1,026
Weighted-average common shares outstanding for diluted EPS 655,488 653,018
EPS:
Basic $ 1.59 $ 1.39
Diluted $ 1.58 $ 1.39

(1)    Includes 385 and 516 fully vested RSUs held in our deferred compensation plan in the three months ended March 31, 2026 and 2025, respectively. 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 of the Notes to Consolidated Financial Statements in the Annual Report, 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 the three months ended March 31, 2026 and 2025 excludes 561,740 and 522,283 potentially dilutive shares, 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.

In January 2026, pursuant to Sempra’s share-based compensation plans, the Compensation and Talent Development Committee of Sempra’s board of directors granted 568,052 nonqualified stock options, 435,890 performance-based RSUs and 181,488 service-based RSUs.

We discuss share-based compensation plans and related awards and the terms and conditions of Sempra’s equity securities further in Notes 13 and 14 of the Notes to Consolidated Financial Statements in the Annual Report.

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NOTE 12. SAN ONOFRE NUCLEAR GENERATING STATION

We provide below updates to ongoing matters related to SONGS, a nuclear generating facility near San Clemente, California that permanently ceased operations in June 2013, and in which SDG&E has a 20% ownership interest. We discuss SONGS further in Note 15 of the Notes to Consolidated Financial Statements in the Annual Report.

NUCLEAR DECOMMISSIONING AND FUNDING

As a result of Edison’s decision to permanently retire SONGS Units 2 and 3, Edison began the decommissioning phase of the plant. Major decommissioning work began in 2020. We expect the majority of the decommissioning work to be completed around 2030. Decommissioning of Unit 1, removed from service in 1992, is largely complete. The remaining work for Unit 1 will be completed once Units 2 and 3 are dismantled and the spent fuel is removed from the site. The spent fuel is currently being stored on-site, until the DOE identifies an independent spent fuel storage installation and puts in place a program for the fuel’s disposal. SDG&E is responsible for approximately 20% of the total decommissioning cost.

In accordance with state and federal requirements and regulations, SDG&E has assets held in the NDT to fund its share of decommissioning costs for SONGS Units 1, 2 and 3. Amounts that were collected in rates for SONGS’ decommissioning are invested in the NDT, which is comprised of externally managed trust funds. Amounts held by the NDT are invested in accordance with CPUC regulations. SDG&E classifies debt and equity securities held in the NDT as available-for-sale. The NDT assets are presented on the Sempra and SDG&E Condensed Consolidated Balance Sheets at fair value with the offsetting credits recorded in noncurrent Regulatory Liabilities.

Except for the use of funds for the planning of decommissioning activities or NDT administrative costs, CPUC approval is required for SDG&E to access the NDT assets to fund SONGS decommissioning costs for Units 2 and 3. In January 2026, the CPUC granted SDG&E authorization to access NDT funds of up to $45 million for forecasted 2026 costs.

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Nuclear Decommissioning Trusts

The following table shows the fair values and gross unrealized gains and losses for the securities held in the NDT on the Sempra and SDG&E Condensed Consolidated Balance Sheets. We provide additional fair value disclosures for the NDT in Note 9.

NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
Cost Gross<br>unrealized<br>gains Gross<br>unrealized<br>losses Estimated<br>fair<br>value
March 31, 2026
Short-term investments, primarily cash equivalents $ 25 $ — $ — $ 25
Equity securities 66 208 (2) 272
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies(1) 43 1 (1) 43
Municipal bonds(2) 295 2 (6) 291
Other securities(3) 263 3 (5) 261
Total debt securities 601 6 (12) 595
Receivables (payables), net (8) — — (8)
Total $ 684 $ 214 $ (14) $ 884
December 31, 2025
Short-term investments, primarily cash equivalents $ 12 $ — $ — $ 12
Equity securities 69 221 (2) 288
Debt securities:
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies 46 1 — 47
Municipal bonds 301 4 (5) 300
Other securities 253 5 (3) 255
Total debt securities 600 10 (8) 602
Receivables (payables), net (3) — — (3)
Total $ 678 $ 231 $ (10) $ 899

(1)    Maturity dates are 2027-2056.

(2)    Maturity dates are 2026-2065.

(3)    Maturity dates are 2026-2071.

The following table shows the proceeds from sales of securities in the NDT and gross realized gains and losses on those sales.

SALES OF SECURITIES IN THE NUCLEAR DECOMMISSIONING TRUSTS
(Dollars in millions)
Three months ended March 31,
2026 2025
Proceeds from sales $ 291 $ 274
Gross realized gains 9 10
Gross realized losses 2 2

Net unrealized gains and losses, as well as realized gains and losses that are reinvested in the NDT, are included in noncurrent Regulatory Liabilities on Sempra’s and SDG&E’s Condensed Consolidated Balance Sheets. We determine the cost of securities in the trusts on the basis of specific identification.

ASSET RETIREMENT OBLIGATION

The present value of SDG&E’s ARO related to decommissioning costs for all three SONGS units was $443 million at March 31, 2026 and is based on a cost study prepared in 2024, which is pending CPUC approval. SDG&E expects to receive an FD in the second half of 2026.

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NOTE 13. COMMITMENTS, CONTINGENCIES AND GUARANTEES

LEGAL PROCEEDINGS

We accrue losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters. Accordingly, actual costs incurred may differ materially from amounts accrued, may exceed, and in some cases have exceeded, applicable insurance coverage and could materially adversely affect our business, results of operations, financial condition, cash flows and/or prospects. Unless otherwise indicated, we are unable to reasonably estimate possible losses or a range of losses in excess of any amounts accrued.

At March 31, 2026, loss contingency accruals for legal matters that are probable and estimable are $48 million for Sempra and $33 million for SoCalGas.

SDG&E

City of San Diego Franchise Agreements

Pending. In 2021, a lawsuit was filed in the California Superior Court challenging various aspects of the natural gas and electric franchise agreements granted by the City of San Diego to SDG&E. The lawsuit is seeking to void the franchise agreements. In October 2023, the court ruled in favor of SDG&E and the City of San Diego, upholding all terms of the franchise agreements, except for the two-thirds City Council vote requirement for termination if the City decides to terminate under certain circumstances. Under the court’s ruling, the City can instead terminate on a majority vote, so long as it satisfies repayment provisions under the franchise agreements. Both sides have appealed the ruling.

SoCalGas

LA Fires

Palisades Fire Litigation - Pending. There is a consolidated legal action pending in Los Angeles County Superior Court related to the January 2025 Palisades fire. Various plaintiffs named nineteen defendants in a December 2025 master complaint, including but not limited to SoCalGas, Sempra, Edison, Edison International, the J. Paul Getty Trust, the City of Los Angeles, Los Angeles County, and the State of California (collectively, the Palisades Defendants). At this early stage of the legal process, it is unclear how many plaintiffs are asserting claims against the Palisades Defendants. The plaintiffs seek an award of economic and noneconomic damages, punitive damages, attorneys’ fees, litigation costs and pre-judgment interest.

Eaton Fire Litigation - Pending. There is a separate consolidated legal action pending in Los Angeles County Superior Court related to the January 2025 Eaton fire. The first of these lawsuits was filed against Edison in January 2025. In January 2026, Edison and Edison International filed cross-complaints in Los Angeles County Superior Court against more than a dozen defendants, including but not limited to SoCalGas, the City of Pasadena, Pasadena Water and Power, Los Angeles County, and Genasys Inc. (collectively, the Eaton Cross-Defendants) in connection with underlying litigation related to the January 2025 Eaton fire. The Edison cross-complaints against the Eaton Cross-Defendants seek indemnity, compensatory damages, attorneys’ fees, litigation costs and pre-judgment interest. In April 2026, SoCalGas filed a cross-complaint against Edison seeking compensatory damages for damage to SoCalGas’ infrastructure and costs associated with service restoration, attorneys’ fees, litigation costs and pre-judgment interest.

Other Sempra

Energía Costa Azul

We describe below a land dispute and permit challenges that may affect our ECA Regas Facility or ECA LNG liquefaction facilities under construction or in development. One or more unfavorable conclusions on these disputes or challenges could materially adversely affect our existing natural gas regasification operations and proposed natural gas liquefaction projects at the site of the ECA Regas Facility and have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

Land Dispute - Pending. Energía Costa Azul, S. de R.L. de C.V. LNG has been engaged in a long-running land dispute relating to property adjacent to and owned by its ECA Regas Facility (the facility, however, is not situated on the land that is the subject of

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this dispute). A claimant to the adjacent property filed suit to reinitiate an administrative procedure at SEDATU to obtain the property title for the disputed property, which title had previously been issued in a ruling by the federal Agrarian Court and subsequently reversed by a federal court in Mexico. In April 2021, the proceeding in the Agrarian Court concluded with the court ordering that the administrative procedure be restarted. The administrative procedure at SEDATU may continue if SEDATU decides to reopen the matter.

Environmental and Social Impact Permits - Pending. Several administrative challenges are pending before Mexico’s Secretariat of Environment and Natural Resources (the Mexican environmental protection agency) and Federal Tax and Administrative Courts, seeking revocation of the environmental impact authorization issued to the ECA Regas Facility in 2003. These cases generally allege that the conditions and mitigation measures in the environmental impact authorization are inadequate and challenge findings that the activities of the terminal are consistent with regional development guidelines.

In addition, a group of residents filed an administrative appeal in June 2021 against various federal and state authorities alleging deficiencies in the public consultation process for the environmental and social impact permits issued by each of ASEA and SENER to ECA LNG authorizing natural gas liquefaction activities at the ECA Regas Facility. The request for an administrative appeal was denied. The claimants appealed this ruling via a constitutional challenge (an amparo trial) but were not successful. The lower court’s ruling was favorable to the ECA Regas Facility, as the court determined that no harm has been caused to the plaintiffs and dismissed the lawsuit. The claimants appealed the rulings via the Second Federal Collegiate Court, and the appeal is yet to be resolved.

Port Arthur LNG I

Construction Incident - Pending. In April 2025, an incident occurred at the site of the PA LNG Phase 1 project that resulted in the deaths of three Bechtel employees and injuries to two Bechtel employees. In November 2025, the cases were transferred to a multidistrict litigation pretrial court and, in March 2026, the cases were assigned to a judge to oversee pretrial proceedings. As of May 4, 2026, there are two pending lawsuits filed by 17 plaintiffs in the 172nd Judicial District Court in Jefferson County, Texas and the 295th Judicial District Court in Harris County, Texas. The complaints collectively name as defendants Port Arthur LNG I, SI Partners, Sempra and/or other Sempra affiliates, Bechtel and/or Bechtel Corporation, and ConocoPhillips. Plaintiffs assert negligence and gross negligence and additional causes of action for wrongful death, survival and bystander claims and are seeking compensatory and punitive damages, lost wages and attorneys’ fees.

Bechtel is providing indemnity pursuant to the terms of Port Arthur LNG I’s EPC contract and is continuing construction of the PA LNG Phase 1 project.

Ordinary Course Litigation

We are also defendants in ordinary routine litigation incidental to our businesses, including personal injury, employment litigation, product liability, property damage and other claims. Juries have demonstrated an increasing willingness to grant large awards, including punitive damages, in these types of cases.

LEASES

We discuss leases further in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report.

Lessee Accounting

We have operating and finance leases for real and personal property (including office space, land, fleet vehicles, aircraft, tugboats, machinery and equipment, warehouses and other operational facilities) and PPAs with renewable energy, energy storage and peaker plant facilities.

Leases That Have Not Yet Commenced

SDG&E has four PPAs, of which SDG&E expects three will commence in 2027 and one will commence in 2028. SDG&E expects the future minimum lease payments to be $12 million in 2027, $23 million in 2028, $25 million in each of 2029 and 2030 and $290 million thereafter (through expiration in 2043).

SI Partners has a lease agreement for tugboat services for the Port Arthur LNG liquefaction project that it expects will commence in 2027. SI Partners expects the future minimum lease payments to be $10 million in 2027, $12 million in each of 2028 through 2030, and $186 million thereafter (through expiration in 2047, exclusive of certain renewal options) and total future minimum fixed payments for operation and maintenance services to be $184 million.

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Lessor Accounting

SI Partners is a lessor for certain of its natural gas and ethane pipelines, compressor stations, liquid petroleum gas storage facilities, a rail facility and refined products terminals, which we account for as operating or sales-type leases.

We provide information below for leases for which we are the lessor.

LESSOR INFORMATION ON THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra – Sales-type leases:
Interest income $ — $ 1
Total revenues from sales-type leases(1) $ — $ 1
Sempra – Operating leases:
Fixed lease payments $ 100 $ 86
Variable lease payments 8 5
Total revenues from operating leases(1) $ 108 $ 91
Depreciation expense(2) $ — $ 18

(1)    Included in Revenues: Energy-Related Businesses on the Condensed Consolidated Statements of Operations.

(2)    We stopped recording depreciation expense when these assets were classified as held for sale in September 2025.

CONTRACTUAL COMMITMENTS

We discuss below significant changes in the first three months of 2026 to contractual commitments discussed in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report.

Natural Gas Contracts

SoCalGas’ natural gas contracts and transportation commitments have increased by approximately $192 million since December 31, 2025, reflecting a decrease related to amounts that settled during the first three months of 2026 and increases from entering into new natural gas transportation contracts in the first three months of 2026. At March 31, 2026, we expect future payments to decrease by $24 million in 2026, and increase by $16 million in 2027, $21 million in 2028, $22 million in each of 2029 and 2030, and $135 million thereafter compared to December 31, 2025.

LNG Purchase Agreement

SI Partners has an SPA for the supply of LNG to the ECA Regas Facility, which is included within the disposal group that is classified as held for sale. The commitment amount is calculated using a predetermined formula based on estimated forward prices of the index applicable from 2026 to 2029. Although this agreement specifies a number of cargoes to be delivered, under its terms, the supplier may divert certain cargoes, which would reduce amounts paid under the agreement by SI Partners. At March 31, 2026, we expect the commitment amount to decrease by $122 million in 2026, $55 million in 2027, $12 million in 2028 and $14 million in 2029 compared to December 31, 2025, reflecting changes in estimated forward prices since December 31, 2025 and actual transactions in the first three months of 2026. These LNG commitment amounts are based on the assumption that all LNG cargoes under the agreement are delivered, less those already confirmed to be diverted as of March 31, 2026. Actual LNG purchases in the current and prior years have been significantly lower than the maximum amount provided under the agreement due to the supplier electing to divert cargoes as allowed by the agreement.

PPAs Not Accounted for as Leases

SDG&E’s PPA commitments have increased by approximately $99 million since December 31, 2025, primarily from entering into energy storage agreements in the first three months of 2026. At March 31, 2026, we expect future payments to increase by $5 million in 2026, $4 million in 2027, $6 million in each of 2028 through 2030, and $72 million thereafter compared to December 31, 2025.

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ENVIRONMENTAL ISSUES

We disclose any proceeding under environmental laws to which a government authority is a party when the potential monetary sanctions, exclusive of interest and costs, exceed the lesser of $1 million or 1% of current assets, which is $362 million for Sempra, $25 million for SDG&E and $15 million for SoCalGas at March 31, 2026.

SEMPRA – GUARANTEES

Sempra Promissory Note for SDSRA Distribution

Cameron LNG JV’s debt agreements require Cameron LNG JV to maintain the SDSRA, which is an additional reserve account beyond the Senior Debt Service Accrual Account, where funds accumulate from operations to satisfy senior debt obligations due and payable on the next payment date. Both accounts can be funded with cash or authorized investments. In June 2021, Sempra Infrastructure received a distribution of $165 million based on its proportionate share of the SDSRA, for which Sempra provided a promissory note and letters of credit to secure a proportionate share of Cameron LNG JV’s obligation to fund the SDSRA. Sempra’s maximum exposure to loss is replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA, or $165 million. We recorded a guarantee liability of $22 million in June 2021, with an associated carrying value of $16 million at March 31, 2026, for the fair value of the promissory note, which is being reduced over the duration of the guarantee through Sempra Infrastructure’s investment in Cameron LNG JV. The guarantee will terminate upon full repayment of Cameron LNG JV’s debt, scheduled to occur in 2039, or replenishment of the amount withdrawn by Sempra Infrastructure from the SDSRA.

This guarantee will remain with Sempra after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

Sempra Support Agreement for CFIN

In July 2020, CFIN entered into a financing arrangement with Cameron LNG JV’s four project owners and received aggregate proceeds of $1.5 billion from two project owners and from external lenders on behalf of the other two project owners (collectively, the affiliate loans), based on their proportionate ownership interest in Cameron LNG JV. CFIN used the proceeds from the affiliate loans to provide a loan to Cameron LNG JV. The affiliate loans mature in 2039. Principal and interest are paid from Cameron LNG JV’s project cash flows from its three-train natural gas liquefaction facility. Cameron LNG JV used the proceeds from its loan to return equity to its project owners.

Sempra Infrastructure’s $753 million proportionate share of the affiliate loans, based on SI Partners’ 50.2% ownership interest in Cameron LNG JV, was funded by external lenders comprised of a syndicate of banks (the bank debt) to whom Sempra has provided a guarantee pursuant to the Support Agreement under which:

▪Sempra has severally guaranteed repayment of the bank debt plus accrued and unpaid interest if CFIN fails to pay the external lenders

▪the external lenders may exercise an option to put the bank debt to Sempra Infrastructure upon the occurrence of certain events, including a failure by CFIN to meet its payment obligations under the bank debt

▪on March 28, 2028, March 28, 2030 and March 28, 2035, the agent for the external lenders, on behalf of such external lenders, is obligated to put all of the then outstanding bank debt to Sempra Infrastructure, except to the extent any external lender elects not to participate in the put three months prior to the applicable put exercise date

▪Sempra Infrastructure also has a right to call the bank debt back from, or to refinance the bank debt with, the external lenders at any time

▪the Support Agreement will terminate upon full repayment of the bank debt, including repayment following an event in which the bank debt is put to Sempra Infrastructure

In exchange for this guarantee, the external lenders pay a guarantee fee that is based on the credit rating of Sempra’s long-term senior unsecured non-credit enhanced debt rating, which guarantee fee Sempra Infrastructure recognizes as interest income as earned. Sempra’s maximum exposure to loss is the bank debt plus any accrued and unpaid interest and related fees, subject to a liability cap of 130% of the bank debt, or $979 million. We measure the Support Agreement at fair value, net of related guarantee fees, on a recurring basis (see Note 9). At March 31, 2026, the fair value of the Support Agreement is $41 million, of which $8 million is included in Other Current Assets and $33 million is included in Other Long-Term Assets on Sempra’s Condensed Consolidated Balance Sheet.

This guarantee will remain with Sempra after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

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SI Partners Credit Support Agreement

In February 2025, SI Partners entered into a 15-month credit support agreement with a third-party financial institution related to a customer’s secured borrowing for repayment of its past due account balance owed to SI Partners. At March 31, 2026, SI Partners’ maximum exposure to loss under this off-balance sheet arrangement is $29 million.

This guarantee, if not yet terminated, will remain with SI Partners after the planned sale of a portion of our equity interest in SI Partners is complete, which we discuss in Note 6.

NOTE 14. SEGMENT INFORMATION

SEMPRA

Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers. Sempra has the following three operating and reportable segments, which are managed separately based on services provided, geographic location and regulatory framework:

▪Sempra California provides natural gas and electric service to Southern California and part of central California through Sempra’s wholly owned subsidiaries, SDG&E and SoCalGas, which are regulated public utilities.

▪Sempra Texas Utilities holds our equity method investment in Oncor Holdings, which owns an 80.25% interest in Oncor, a regulated electric transmission and distribution utility serving customers in the north-central, eastern, western and panhandle regions of Texas; and our equity method investment in Sharyland Holdings, L.P., which owns Sharyland Utilities, a regulated electric transmission utility serving customers near the Texas-Mexico border.

▪Sempra Infrastructure includes the operating companies of SI Partners, in which Sempra Infrastructure owns a 70% interest, as well as a holding company and certain services companies. Sempra Infrastructure develops, constructs, operates and invests in energy infrastructure to help provide safe, sustainable and reliable access to cleaner energy in markets in the U.S., Mexico and globally.

Sempra’s CODM is its chief executive officer, who utilizes segment earnings attributable to common shares predominantly in the annual financial planning process to assess financial performance. Sempra’s CODM prioritizes resource allocation to each segment in a manner that aligns with Sempra’s capital expenditures plan.

Amounts labeled as “Parent and other,” which does not meet the definition of an operating or reportable segment, consist primarily of activities of parent organizations.

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The following tables present selected information by segment and reconciliations of assets, capital expenditures for PP&E, and earnings attributable to common shares to Sempra’s consolidated totals.

SEGMENT INFORMATION
(Dollars in millions)
March 31,<br>2026 December 31,<br>2025
ASSETS
Sempra California $ 61,138 $ 60,364
Sempra Texas Utilities 18,555 17,733
Sempra Infrastructure 33,800 32,796
Segment totals 113,493 110,893
Parent and other 1,191 1,084
Intersegment eliminations(1) (1,166) (1,099)
Total Sempra $ 113,518 $ 110,878
EQUITY METHOD INVESTMENTS
Sempra Texas Utilities $ 18,374 $ 17,601
Sempra Infrastructure(2) 16 17
Segment totals/Total Sempra $ 18,390 $ 17,618
Three months ended March 31,
2026 2025
EQUITY EARNINGS
Equity earnings, before income tax:
Sempra Texas Utilities $ 2 $ 2
Sempra Infrastructure 146 139
Segment totals 148 141
Equity earnings, net of income tax:
Sempra Texas Utilities 171 146
Sempra Infrastructure 48 38
Segment totals 219 184
Total Sempra $ 367 $ 325
CAPITAL EXPENDITURES FOR PROPERTY, PLANT AND EQUIPMENT
Sempra California $ 967 $ 1,094
Sempra Infrastructure 1,493 1,241
Segment totals 2,460 2,335
Parent and other 1 1
Total Sempra $ 2,461 $ 2,336

(1)     Primarily includes an intersegment loan from Sempra Infrastructure to Parent and other related to deferred income taxes.

(2)     At March 31, 2026 and December 31, 2025, $2,546 and $2,566, respectively, is included in Assets Held for Sale on the Sempra Condensed Consolidated Balance Sheets. The remaining $16 and $17 at March 31, 2026 and December 31, 2025, respectively, represents our investment balance in Cameron LNG JV related to our guarantee under the SDSRA, which we discuss in Note 13.

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SEGMENT INFORMATION (CONTINUED)
(Dollars in millions)
Sempra California Sempra Texas Utilities(1) Sempra Infrastructure Sempra
Three months ended March 31, 2026
Revenues $ 3,231 $ 443
Operation and maintenance (1,016) (221)
Depreciation and amortization (617) (3)
Interest income 2 33
Interest expense(2) (244) 10
Income tax expense (89) (14)
Equity earnings $ 173 194
Earnings attributable to noncontrolling interests (107)
Earnings attributable to contingently redeemable noncontrolling interest (6)
Other segment items(3) (547) (2) (67)
Segment earnings attributable to common shares $ 720 $ 171 $ 262 $ 1,153
Parent and other (116)
Earnings attributable to common shares $ 1,037
Three months ended March 31, 2025
Revenues $ 3,401 $ 426
Operation and maintenance (1,175) (174)
Depreciation and amortization (562) (76)
Interest income 2 19
Interest expense(2) (225) (77)
Income tax expense (52) (22)
Equity earnings $ 148 177
Earnings attributable to noncontrolling interests (2)
Other segment items(3) (665) (2) (125)
Segment earnings attributable to common shares $ 724 $ 146 $ 146 $ 1,016
Parent and other (110)
Earnings attributable to common shares $ 906

(1)    Substantially all earnings attributable to common shares are from equity earnings.

(2)    Sempra Infrastructure includes net unrealized gains (losses) from undesignated interest rate swaps related to the PA LNG Phase 1 project.

(3)    Includes cost of natural gas, cost of electric fuel and purchased power, franchise fees and other taxes, and other income (expense), net, for Sempra California; O&M for Sempra Texas Utilities related to activities at the holding company; and cost of natural gas, energy-related businesses cost of sales, franchise fees and other taxes, and other income (expense), net, for Sempra Infrastructure.

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The following table presents revenues by services by segment, reconciled to Sempra’s consolidated revenues.

REVENUES BY SERVICES
(Dollars in millions)
Sempra California Sempra Infrastructure Sempra Sempra California Sempra Infrastructure Sempra
Three months ended March 31,
2026 2025
Revenues from external customers:
Utilities $ 3,211 $ 27 $ 3,457 $ 26
Energy-related businesses — 190 — 198
Total revenues from external customers(1) 3,211 217 $ 3,428 3,457 224 $ 3,681
Other revenues(2):
Utilities 11 — (62) —
Energy-related businesses — 216 — 183
Total other revenues 11 216 227 (62) 183 121
Intersegment revenues(3):
Utilities 9 — 6 —
Energy-related businesses — 10 — 19
Total intersegment revenues 9 10 19 6 19 25
Segment revenues $ 3,231 $ 443 3,674 $ 3,401 $ 426 3,827
Intersegment eliminations (19) (25)
Revenues $ 3,655 $ 3,802

(1)    We did not have revenues from transactions with a single external customer that amounted to 10% or more of Sempra’s total revenues.

(2)    See “Revenues from Sources Other Than Contracts with Customers” in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report for a description of this revenue source, which may be additive or subtractive from period to period.

(3)    See “Transactions with Affiliates” in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report for a description of services provided by one operating segment to another operating segment within Sempra.

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SDG&E

SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County. SDG&E has one operating and reportable segment.

SDG&E’s CODM is its president, who utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources.

Total assets at SDG&E are $33.5 billion and $32.7 billion at March 31, 2026 and December 31, 2025, respectively. The following table presents selected information for SDG&E’s single segment and reconciliation of earnings attributable to common shares.

SEGMENT INFORMATION
(Dollars in millions)
Three months ended March 31,
2026 2025
SDG&E:
Revenues from external customers:
Electric $ 1,235 $ 1,075
Natural gas 321 359
Total revenues from external customers(1) 1,556 1,434
Other revenues(2):
Electric (7) (11)
Natural gas (2) (3)
Total other revenues (9) (14)
Total revenues 1,547 1,420
Operation and maintenance (423) (440)
Depreciation and amortization (344) (320)
Interest income 1 —
Interest expense (147) (135)
Income tax expense (69) (14)
Other segment items(3) (269) (230)
Earnings attributable to common shares $ 296 $ 281
Capital expenditures for property, plant and equipment $ 486 $ 539

(1)    SDG&E did not have revenues from transactions with a single external customer that amounted to 10% or more of its total revenues.

(2)    See “Revenues from Sources Other Than Contracts with Customers” in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report for a description of this revenue source, which may be additive or subtractive from period to period.

(3)    Includes cost of electric fuel and purchased power, cost of natural gas, franchise fees and other taxes, and other income (expense), net.

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SOCALGAS

SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California. SoCalGas has one operating and reportable segment.

Effective April 18, 2026, SoCalGas’ chief operating officer was appointed president on an interim basis and assumed the responsibilities of the CODM. The CODM utilizes earnings attributable to common shares to manage the business, assess performance and allocate resources. SoCalGas’ CODM was previously its chief executive officer.

Total assets at SoCalGas are $27.6 billion and $27.7 billion at March 31, 2026 and December 31, 2025, respectively. The following table presents selected information for SoCalGas’ single segment and reconciliation of earnings attributable to common shares.

SEGMENT INFORMATION
(Dollars in millions)
Three months ended March 31,
2026 2025
SoCalGas:
Natural gas:
Revenues from external customers(1) $ 1,708 $ 2,068
Other revenues(2) 20 (48)
Total revenues 1,728 2,020
Operation and maintenance (621) (757)
Depreciation and amortization (273) (242)
Interest income 1 2
Interest expense (97) (90)
Income tax expense (20) (38)
Other segment items(3) (294) (452)
Earnings attributable to common shares $ 424 $ 443
Capital expenditures for property, plant and equipment $ 481 $ 555

(1)    SoCalGas did not have revenues from transactions with a single external customer that amounted to 10% or more of its total revenues.

(2)    See “Revenues from Sources Other Than Contracts with Customers” in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report for a description of this revenue source, which may be additive or subtractive from period to period.

(3)    Includes cost of natural gas, franchise fees and other taxes, and other income (expense), net.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Page
Overview 85
Results of Operations by Registrant 86
Sempra 86
SDG&E 95
SoCalGas 97
Capital Resources and Liquidity 98
Critical Accounting Estimates 111
New Accounting Standards 112

OVERVIEW

This combined MD&A includes the operational and financial results of the following three Registrants:

▪Sempra is a holding company whose principal businesses are regulated utilities in California and Texas. Our businesses invest in and operate electric and gas utilities and other energy infrastructure that provide energy services to customers.

▪SDG&E is a regulated public utility that provides electric service to San Diego and southern Orange counties and natural gas service to San Diego County.

▪SoCalGas is a regulated public natural gas distribution utility, serving customers throughout most of Southern California and part of central California.

This combined MD&A should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes thereto in this report, and the Consolidated Financial Statements and the Notes thereto, “Part I – Item 1A. Risk Factors” and “Part II – Item 7. MD&A” in the Annual Report.

Sempra has the following three reportable segments, which reflect how the CODM oversees operational and financial performance:

▪Sempra California

▪Sempra Texas Utilities

▪Sempra Infrastructure

SDG&E and SoCalGas each have one reportable segment.

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RESULTS OF OPERATIONS BY REGISTRANT

Throughout this MD&A, our references to earnings represent earnings attributable to common shares. Variance amounts presented are the after-tax earnings impact (based on applicable statutory tax rates unless otherwise noted) and after NCI but before foreign currency and inflation effects, where applicable.

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We discuss herein Sempra’s results of operations and significant changes in earnings, revenues and costs by segment, as well as Parent and other, in the three months ended March 31, 2026 compared to the same period in 2025. We also discuss herein the impact of foreign currency and inflation rates on Sempra’s results of operations.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
(Dollars and shares in millions, except per share amounts)

282930

EARNINGS (LOSSES) BY SEGMENT
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Sempra California $ 720 $ 724
Sempra Texas Utilities 171 146
Sempra Infrastructure 262 146
Segment earnings attributable to common shares 1,153 1,016
Parent and other (116) (110)
Earnings attributable to common shares $ 1,037 $ 906

Sempra California

Sempra California’s earnings are comprised of SDG&E and SoCalGas. Because changes in SDG&E’s and SoCalGas’ cost of natural gas and/or electricity are recovered in rates, changes in these costs are offset in the changes in revenues and therefore do not impact earnings, other than potential impacts related to the GCIM for SoCalGas that we describe below. In addition to the changes in cost or market prices, natural gas or electric revenues recorded during a period are impacted by the difference between customer billings and recorded or CPUC-authorized amounts. These differences are required to be balanced over time, resulting in over- and undercollected regulatory balancing accounts. We discuss balancing accounts and their effects further in Note 4 of the Notes to Condensed Consolidated Financial Statements in this report and in Note 4 of the Notes to Consolidated Financial Statements in the Annual Report.

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In the three months ended March 31, 2026 compared to the same period in 2025, the decrease in earnings of $4 million (1%) was primarily due to:

▪$34 million lower income tax benefits primarily from flow-through items

▪$14 million higher net interest expense

Offset by:

▪$38 million higher CPUC base operating margin, net of operating expenses, including $43 million recognition of regulatory revenue reflecting returns on approved WMP capital projects resulting from the 2024 GRC Track 2 FD

▪$6 million regulatory award approved by the CPUC in 2026

Sempra Texas Utilities

In the three months ended March 31, 2026 compared to the same period in 2025, the increase in earnings of $25 million (17%) was primarily due to higher equity earnings from Oncor Holdings driven by:

▪overall higher revenues primarily attributable to:

◦the establishment of the UTM in June 2025 and the SRP

◦rate updates to reflect increases in invested capital

◦customer growth

Offset by:

◦lower customer consumption primarily attributable to weather

Offset by:

▪higher interest expense and depreciation expense associated with increases in invested capital

▪higher O&M

Sempra Infrastructure

In the three months ended March 31, 2026 compared to the same period in 2025, the increase in earnings of $116 million was primarily due to:

▪$58 million from asset and supply optimization driven by unrealized gains on commodity derivatives in 2026 compared to unrealized losses on commodity derivatives in 2025 due to changes in natural gas prices and higher optimization of transport and storage contracts

▪$36 million lower depreciation expense as a result of classifying SI Partners and Ecogas as held for sale in September 2025 and June 2025, respectively

▪$35 million net income tax benefit in 2026 as a result of classifying SI Partners and Ecogas as held for sale, comprised of the following:

◦$33 million net income tax benefit to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners

◦$2 million income tax benefit to adjust a Mexican deferred income tax liability on our outside basis difference in Ecogas

▪$12 million favorable impact from foreign currency and inflation effects on our monetary positions in Mexico and associated undesignated derivatives, comprised of a $19 million favorable impact in 2026 compared to a $7 million favorable impact in 2025

Offset by:

▪$11 million higher O&M from changes in provisions for expected credit losses

▪$9 million from revenues in 2025 driven by a contract modification in December 2024 on an LNG storage and regasification agreement that ended in December 2025

Parent and Other

In the three months ended March 31, 2026 compared to the same period in 2025, the increase in losses of $6 million (5%) was primarily due to:

▪$17 million higher net interest expense

▪$14 million unfavorable impact from $4 million net investment losses in 2026 compared to $10 million net investment gains in 2025 on dedicated assets in support of our employee nonqualified benefit plan and deferred compensation plan

Offset by:

▪$11 million preferred dividends in 2025 prior to the redemption of series C preferred stock

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SIGNIFICANT CHANGES IN REVENUES AND COSTS

The regulatory framework permits SDG&E and SoCalGas to recover certain program expenditures and other costs authorized by the CPUC (referred to as “refundable programs”), which may be subject to reviews for reasonableness.

Utilities: Natural Gas Revenues and Cost of Natural Gas

Our utilities revenues include natural gas revenues at Sempra California and Sempra Infrastructure, which includes Ecogas. Intercompany revenues are eliminated in Sempra’s Condensed Consolidated Statements of Operations.

SDG&E and SoCalGas operate under a regulatory framework that permits the cost of natural gas purchased for core customers to be passed through to customers in rates substantially as incurred and without markup. The GCIM provides for SoCalGas to share in the savings and/or costs from buying natural gas for its core customers at prices below or above monthly market-based benchmarks. This mechanism permits full recovery of costs incurred when average purchase costs are within a price range around the benchmark price. Any higher costs incurred or savings realized outside this range are shared between SoCalGas and its core customers. We provide further discussion in Note 3 of the Notes to Consolidated Financial Statements in the Annual Report.

UTILITIES: NATURAL GAS REVENUES AND COST OF NATURAL GAS
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Natural gas revenues:
Sempra California $ 2,006 $ 2,341
Sempra Infrastructure 27 26
Segment totals 2,033 2,367
Eliminations and adjustments (8) (5)
Total $ 2,025 $ 2,362
Cost of natural gas(1):
Sempra California $ 330 $ 485
Sempra Infrastructure 7 11
Segment totals 337 496
Eliminations and adjustments (2) (3)
Total $ 335 $ 493

(1)    Excludes depreciation and amortization, which are presented separately on Sempra’s Condensed Consolidated Statements of Operations.

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s natural gas revenues decreased by $337 million (14%) driven by Sempra California, which included:

▪$164 million lower regulatory revenues associated with refundable programs, which are fully offset in O&M

▪$155 million decrease in cost of natural gas sold, which we discuss below

▪$29 million lower regulatory revenues associated with the acceleration of self-developed software deductions, which are offset in income tax expense

▪$9 million lower regulatory revenues primarily from higher gas repairs tax benefits

Offset by:

▪$37 million higher CPUC-authorized base revenues

▪$8 million regulatory award approved by the CPUC in 2026

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s cost of natural gas decreased by $158 million (32%) driven by Sempra California, which included:

▪$95 million lower volumes driven by weather

▪$60 million lower average natural gas prices

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Utilities: Electric Revenues and Cost of Electric Fuel and Purchased Power

Our utilities revenues include electric revenues at Sempra California, substantially all of which are at SDG&E. Intercompany revenues are eliminated in Sempra’s Condensed Consolidated Statements of Operations.

SDG&E operates under a regulatory framework that permits it to recover the actual cost incurred to generate or procure electricity based on annual estimates of the cost of electricity supplied to customers. The differences in cost between estimates and actual are recovered or refunded in subsequent periods through rates.

Utility cost of electric fuel and purchased power includes utility-owned generation, power purchased from third parties, and net power purchases and sales to/from the California ISO.

UTILITIES: ELECTRIC REVENUES AND COST OF ELECTRIC FUEL AND PURCHASED POWER
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Electric revenues:
Sempra California $ 1,225 $ 1,060
Eliminations and adjustments (1) (1)
Total $ 1,224 $ 1,059
Cost of electric fuel and purchased power(1):
Sempra California $ 94 $ 73
Eliminations and adjustments (13) (21)
Total $ 81 $ 52

(1)    Excludes depreciation and amortization, which are presented separately on Sempra’s Condensed Consolidated Statements of Operations.

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s electric revenues increased by $165 million (16%) driven by Sempra California, which included:

▪$99 million higher revenues from incremental and balanced capital projects, including $59 million recognition of regulatory revenue reflecting returns on approved WMP capital projects resulting from the 2024 GRC Track 2 FD

▪$33 million higher regulatory revenues from lower ITCs from standalone energy storage projects, which are offset in income tax expense

▪$21 million increase in cost of electric fuel and purchased power, which we discuss below

▪$14 million higher revenues from transmission operations

▪$9 million higher regulatory revenues associated with refundable programs, which are fully offset in O&M

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s cost of electric fuel and purchased power increased by $29 million driven by Sempra California, which included:

▪$42 million lower sales to the California ISO due to lower market prices

▪$5 million higher purchased power primarily due to tolling agreements offset by lower utility-owned generation costs

Offset by:

▪$26 million lower purchased power from the California ISO due to lower market prices

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Energy-Related Businesses: Revenues and Cost of Sales

ENERGY-RELATED BUSINESSES: REVENUES AND COST OF SALES
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Revenues:
Sempra Infrastructure $ 416 $ 400
Parent and other(1) (10) (19)
Total $ 406 $ 381
Cost of sales(2):
Sempra Infrastructure $ 76 $ 119

(1)    Includes eliminations of intercompany activity.

(2)    Excludes depreciation and amortization, which are presented separately on Sempra’s Condensed Consolidated Statements of Operations.

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s revenues from energy-related businesses increased by $25 million (7%) primarily due to:

▪$36 million from asset and supply optimization from contracts to sell natural gas and LNG to third parties, including:

◦$80 million from $13 million unrealized gains in 2026 compared to $67 million unrealized losses in 2025 on commodity derivatives

Offset by:

◦$41 million driven by lower natural gas prices associated with optimization of transport and storage contracts

Offset by:

▪$19 million revenues in 2025 driven by a contract modification in December 2024 on an LNG storage and regasification agreement that ended in December 2025

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s cost of sales from energy-related businesses decreased by $43 million (36%) primarily due to:

▪$60 million driven by lower natural gas purchases related to asset and supply optimization

Offset by:

▪$22 million unrealized losses in 2026 on commodity derivatives related to the PA LNG Phase 1 project

Operation and Maintenance

OPERATION AND MAINTENANCE
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Sempra California $ 1,016 $ 1,175
Sempra Texas Utilities 2 2
Sempra Infrastructure 221 174
Segment totals 1,239 1,351
Parent and other(1) 3 (8)
Total $ 1,242 $ 1,343

(1)    Includes eliminations of intercompany activity.

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In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s O&M decreased by $101 million (8%) due to:

▪$159 million decrease at Sempra California primarily due to $155 million lower expenses associated with refundable programs, which costs are recovered in revenue

Offset by:

▪ $47 million increase at Sempra Infrastructure due to:

◦$22 million from changes in provisions for expected credit losses

◦$18 million higher purchased services and maintenance expenses

◦$17 million higher development costs and certain non-capitalized expenses from projects under construction

Offset by:

◦$14 million related to 2025 expected credit losses on a credit support agreement with a third-party financial institution and associated transaction fees

▪$11 million increase at Parent and other due to a $16 million change in deferred compensation from $7 million expense in 2026 compared to $9 million benefit in 2025

Depreciation and Amortization

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s depreciation and amortization decreased by $19 million (3%) to $621 million primarily due to:

▪$73 million lower at Sempra Infrastructure as a result of classifying SI Partners and Ecogas as held for sale in September 2025 and June 2025, respectively

Offset by:

▪$55 million higher at Sempra California due to higher utility plant rate base

Other Income, Net

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s other income, net, increased by $9 million (10%) to $100 million primarily due to:

▪$6 million higher non-service components of net periodic benefit cost at Sempra California

▪$4 million higher net gains from impacts associated with foreign exchange instruments and foreign currency transactions at Sempra Infrastructure, including:

◦$9 million gains in 2026 on foreign currency derivatives as a result of fluctuation of the Mexican peso

Offset by:

◦$5 million from a $1 million loss in 2026 compared to $4 million gains in 2025 driven by foreign currency transactional effects

Interest Expense

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s interest expense decreased by $51 million (12%) to $382 million due to:

▪$87 million at Sempra Infrastructure from:

◦$74 million favorable impact in interest expense from interest rate swaps related to the PA LNG Phase 1 project comprised of:

•$84 million realized gains in 2026 from the termination of interest rate swaps, net of transaction costs

Offset by:

•$10 million higher unrealized losses

Offset by:

▪$19 million at Sempra California from higher debt balances from debt issuances

▪$17 million at Parent and other from higher debt balances from debt issuances and higher borrowings on commercial paper offset by higher capitalization of interest expense in 2026 from projects under construction at Sempra Infrastructure

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Income Taxes

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Income tax expense $ 65 $ 57
Income before income taxes and equity earnings $ 848 $ 651
Equity earnings, before income tax(1) 148 141
Pretax income $ 996 $ 792
Effective income tax rate 7 % 7 %

(1)    We discuss how we recognize equity earnings in Note 5 of the Notes to Consolidated Financial Statements in the Annual Report.

We report as part of our pretax results the income or loss attributable to NCI. However, we do not record income taxes for a portion of this income or loss, as some of our entities with NCI are currently treated as partnerships for U.S. income tax purposes, and thus we are only liable for income taxes on the portion of the earnings that are allocated to us. Our pretax income, however, includes 100% of these entities. If our entities with NCI grow, and if we continue to invest in such entities, the impact on our ETR may become more significant.

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s income tax expense increased by $8 million (14%) primarily due to:

▪higher pretax income

▪lower income tax benefit from lower ITCs from standalone energy storage projects

Offset by:

▪$36 million net income tax benefit in 2026 as a result of classifying SI Partners and Ecogas as held for sale, comprised of the following:

◦$33 million net income tax benefit to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners

◦$3 million income tax benefit to adjust a Mexican deferred tax liability on our outside basis difference in Ecogas

▪$21 million higher income tax benefit attributable to NCI’s share of higher U.S. partnership’s pretax income

▪$8 million from $18 million income tax benefit in 2026 compared to $10 million income tax benefit in 2025 from foreign currency and inflation effects on our monetary positions in Mexico and associated undesignated derivatives

▪higher income tax benefits from flow-through items

We discuss the impact of foreign currency exchange rates and inflation on income taxes below in “Impact of Foreign Currency and Inflation Rates on Results of Operations.” See Note 1 of the Notes to Condensed Consolidated Financial Statements in this report and Notes 1 and 8 of the Notes to Consolidated Financial Statements in the Annual Report for further details about our accounting for income taxes and items subject to flow-through treatment.

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Equity Earnings

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s equity earnings increased by $42 million (13%) to $367 million primarily due to:

▪ $25 million at Oncor Holdings driven by:

◦overall higher revenues primarily attributable to:

•the establishment of the UTM in June 2025 and the SRP

•rate updates to reflect increases in invested capital

•customer growth

Offset by:

•lower customer consumption primarily attributable to weather

Offset by:

◦higher interest expense and depreciation expense associated with increases in invested capital

◦higher O&M

▪$7 million at Cameron LNG JV primarily from lower interest expense and higher maintenance revenues

▪$7 million at IMG due to lower income tax expense primarily from foreign currency and inflation effects

Earnings Attributable to Noncontrolling Interests

In the three months ended March 31, 2026 compared to the same period in 2025, Sempra’s earnings attributable to NCI increased by $105 million to $107 million primarily due to an increase in SI Partners subsidiaries’ net income driven by a favorable impact in interest expense from the termination of interest rate swaps in 2026 related to the PA LNG Phase 1 project and lower depreciation expense as a result of classifying SI Partners and Ecogas as held for sale in September 2025 and June 2025, respectively.

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IMPACT OF FOREIGN CURRENCY AND INFLATION RATES ON RESULTS OF OPERATIONS

Because Ecogas, our natural gas distribution utility in Mexico, uses the Mexican peso as its functional currency, its revenues and expenses are translated into U.S. dollars at average exchange rates for the period when included in Sempra’s results of operations. Year‑over‑year differences in average exchange rates used to translate Ecogas’ income statement activity can therefore create variances in our comparative results of operations. In the three months ended March 31, 2026 compared to the same period in 2025, the impact of changes in average foreign currency translation rates on our earnings was $1 million.

We discuss further the impact of foreign currency and inflation rates on results of operations, including impacts on income taxes and related hedging activity, in “Part II – Item 7. MD&A – Impact of Foreign Currency and Inflation Rates on Results of Operations” in the Annual Report.

The impact from fluctuations in foreign currency exchange rates and Mexican inflation on our results of operations is summarized in the following table.

TRANSACTIONAL GAINS (LOSSES) FROM FOREIGN CURRENCY AND INFLATION EFFECTS
(Dollars in millions)
Total reported amounts Transactional gains (losses) included in reported amounts
Three months ended March 31,
2026 2025 2026 2025
Sempra:
Other income, net $ 100 $ 91 $ 8 $ 4
Income tax expense (65) (57) 18 10
Equity earnings 367 325 3 (2)
Net income 1,150 919 29 12
Earnings attributable to noncontrolling interests (107) (2) (10) (4)
Earnings attributable to common shares 1,037 906 19 8

At March 31, 2026, SI Partners, which holds our foreign operations, is classified as held for sale. Upon completion of the sale, which we expect to occur in the second or third quarter of 2026, we will deconsolidate SI Partners and account for our remaining 25% interest under the equity method, which we expect will reduce volatility in our results of operations associated with foreign currency exchange rate fluctuations and Mexican inflation.

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We discuss herein SDG&E’s results of operations and significant changes in earnings, revenues and costs in the three months ended March 31, 2026 compared to the same period in 2025.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
(Dollars in millions)

1003

In the three months ended March 31, 2026 compared to the same period in 2025, the increase in earnings of $15 million (5%) was primarily due to:

▪$32 million higher CPUC base operating margin, net of operating expenses, including $43 million recognition of regulatory revenue reflecting returns on approved WMP capital projects resulting from the 2024 GRC Track 2 FD

Offset by:

▪$9 million higher net interest expense

▪$8 million lower income tax benefits primarily from flow-through items

SIGNIFICANT CHANGES IN REVENUES AND COSTS

Electric Revenues and Cost of Electric Fuel and Purchased Power

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s electric revenues increased by $164 million (15%) to $1.2 billion primarily due to:

•$99 million higher revenues from incremental and balanced capital projects, including $59 million recognition of regulatory revenue reflecting returns on approved WMP capital projects resulting from the 2024 GRC Track 2 FD

▪$33 million higher regulatory revenues from lower ITCs from standalone energy storage projects, which are offset in income tax expense

▪$21 million increase in cost of electric fuel and purchased power, which we discuss below

▪$14 million higher revenues from transmission operations

▪$9 million higher regulatory revenues associated with refundable programs, which are fully offset in O&M

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s cost of electric fuel and purchased power increased by $21 million (29%) to $94 million primarily due to:

▪$42 million lower sales to the California ISO due to lower market prices

▪$5 million higher purchased power primarily due to tolling agreements offset by lower utility-owned generation costs

Offset by:

▪$26 million lower purchased power from the California ISO due to lower market prices

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Natural Gas Revenues and Cost of Natural Gas

In the three months ended March 31, 2026 and 2025, SDG&E’s average cost of natural gas per thousand cubic feet was $7.59 and $5.69, respectively. The average cost of natural gas sold at SDG&E is impacted by market prices, as well as transportation, tariff and other charges.

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s natural gas revenues decreased by $37 million (10%) to $319 million primarily due to:

▪$27 million lower regulatory revenues associated with refundable programs, which are fully offset in O&M

▪$12 million lower revenues from incremental and balanced capital projects

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s cost of natural gas increased by $3 million (3%) to $90 million due to:

▪$23 million higher average natural gas prices

Offset by:

▪$20 million lower volumes driven by weather

Operation and Maintenance

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s O&M decreased by $17 million (4%) to $423 million primarily due to $18 million lower expenses associated with refundable programs, which costs are recovered in revenue.

Income Taxes

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
Three months ended March 31,
2026 2025
SDG&E:
Income tax expense $ 69 $ 14
Income before income taxes $ 365 $ 295
Effective income tax rate 19 % 5 %

In the three months ended March 31, 2026 compared to the same period in 2025, SDG&E’s income tax expense increased by $55 million primarily due to:

▪lower income tax benefit from lower ITCs from standalone energy storage projects

▪higher pretax income

▪lower income tax benefits from flow-through items

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SoCalGas logo 20231231form10k.jpg

We discuss herein SoCalGas’ results of operations and significant changes in earnings, revenues and costs in the three months ended March 31, 2026 compared to the same period in 2025.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
(Dollars in millions)

1025

In the three months ended March 31, 2026 compared to the same period in 2025, the decrease in earnings of $19 million (4%) was primarily due to:

▪$26 million lower income tax benefits primarily from flow-through items

▪$5 million higher net interest expense

Offset by:

▪$6 million higher CPUC base operating margin, net of operating expenses

▪$6 million regulatory award approved by the CPUC in 2026

SIGNIFICANT CHANGES IN REVENUES AND COSTS

Natural Gas Revenues and Cost of Natural Gas

In the three months ended March 31, 2026 and 2025, SoCalGas’ average cost of natural gas per thousand cubic feet was $3.18 and $4.23, respectively. The average cost of natural gas sold at SoCalGas is impacted by market prices, as well as transportation and other charges.

In the three months ended March 31, 2026 compared to the same period in 2025, SoCalGas’ natural gas revenues decreased by $292 million (14%) to $1.7 billion primarily due to:

▪$159 million decrease in cost of natural gas sold, which we discuss below

▪$137 million lower regulatory revenues associated with refundable programs, which are fully offset in O&M

▪$28 million lower regulatory revenues associated with the acceleration of self-developed software deductions, which are offset in income tax expense

▪$16 million lower regulatory revenues primarily from higher gas repairs tax benefits

Offset by:

▪$36 million higher CPUC-authorized base revenues

▪$10 million higher revenues from incremental and balanced capital projects

▪$8 million regulatory award approved by the CPUC in 2026

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In the three months ended March 31, 2026 compared to the same period in 2025, SoCalGas’ cost of natural gas decreased by $159 million (38%) to $256 million due to:

▪$84 million lower average natural gas prices

▪$75 million lower volumes driven by weather

Operation and Maintenance

In the three months ended March 31, 2026 compared to the same period in 2025, SoCalGas’ O&M decreased by $136 million (18%) to $621 million primarily due to $137 million lower expenses associated with refundable programs, which costs are recovered in revenue.

Income Taxes

INCOME TAX EXPENSE (BENEFIT) AND EFFECTIVE INCOME TAX RATES
(Dollars in millions)
Three months ended March 31,
2026 2025
SoCalGas:
Income tax expense $ 20 $ 38
Income before income taxes $ 444 $ 481
Effective income tax rate 5 % 8 %

In the three months ended March 31, 2026 compared to the same period in 2025, SoCalGas’ income tax expense decreased by $18 million (47%) primarily due to higher income tax benefits from flow-through items.

CAPITAL RESOURCES AND LIQUIDITY

OVERVIEW

Sempra

Capital Recycling Program

We regularly review our portfolio of assets with a view toward allocating capital to the businesses we believe can further enhance shareholder value. In September 2025, we entered into an agreement to sell a 45% equity interest in SI Partners to the KKR Partners for $9.99 billion, subject to adjustments. In December 2025, we entered into an agreement to sell Ecogas for 9.0 billion Mexican pesos (approximately $500 million U.S. dollar-equivalent at March 31, 2026), subject to adjustments. We expect to complete the sales in the second or third quarter of 2026, subject to closing conditions. We discuss these sales further in Note 6 of the Notes to Condensed Consolidated Financial Statements and below in “Sempra Infrastructure.”

Liquidity

We expect to meet our cash requirements primarily through:

▪cash flows from operations

▪unrestricted cash and cash equivalents

▪borrowings under or supported by our credit facilities

▪other incurrences of debt which may include issuing debt securities and obtaining term loans

▪selling assets or equity interests in our subsidiaries or development projects, including the planned sale of a portion of our equity interest in SI Partners

▪issuing equity securities under our ATM program or other offerings

▪funding from NCI owners or CRNCI owners

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We believe that these cash flow sources, combined with available funds, will be adequate to fund our operations in both the short-term and long-term, including to:

▪finance capital expenditures

▪repay debt

▪fund dividends

▪fund contractual and other obligations and otherwise meet liquidity requirements

▪fund capital contributions

▪fund new business or asset acquisitions

Sempra, SDG&E and SoCalGas currently have reasonable access to the money markets and capital markets and are not currently constrained in their ability to borrow or otherwise raise money at market rates from commercial banks, under existing revolving credit facilities, through public offerings of debt or equity securities (including under our ATM program or other offerings), or through private placements of debt supported by our revolving credit facilities in the case of commercial paper. However, our ability to access these markets or obtain credit from commercial banks outside of our committed revolving credit facilities could become materially constrained if economic conditions worsen or disruptions to or volatility in these markets increase. In addition, our financing activities, actions by credit rating agencies and prevailing interest rates, as well as many other factors, could negatively affect the availability and cost of both short-term and long-term debt and equity financing. Also, cash flows from operations may be impacted by the timing and outcomes of regulatory proceedings, commencement and completion of, and potential cost overruns for, large projects and other material events. If cash flows from operations were to be significantly reduced or we were unable to borrow or obtain other financing under acceptable terms, we would likely first reduce or postpone discretionary capital expenditures (not related to safety or reliability) and investments in new businesses. We monitor our ability to finance the needs of our operating, investing and financing activities in a manner consistent with our goal to maintain our investment-grade credit ratings.

ATM Program and Forward Sales Agreements

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.

We have entered into two forward sale agreements for the sale of shares of Sempra common stock under the ATM program that remain subject to future settlement. 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. These forward sale agreements may be settled on one or more dates specified by us occurring no later than the final settlement date under the applicable agreement. 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. The principal terms of these forward sale agreements at March 31, 2026 are as follows:

FORWARD SALE AGREEMENTS UNDER THE ATM PROGRAM THAT REMAIN SUBJECT TO FUTURE SETTLEMENT
(Dollars in millions, except per share amounts)
Date of agreement Number of shares subject to agreement Number of shares that remain to be settled Initial forward price per share Expected net proceeds(1) Forward purchaser Sales commissions Final settlement date
November 18, 2024 2,909,274 2,909,274 $92.1546 $268 Bank of America, N.A. $2.4 June 30, 2026(2)
February 26, 2025 2,087,317 2,087,317 $70.6593 $147 Wells Fargo Bank, N.A. $1.3 March 31, 2027

(1)    Expected net proceeds assumes full physical settlement, is net of sales commission but does not deduct other equity issuance costs, and is subject to certain adjustments pursuant to the applicable forward sale agreement.

(2)    On April 7, 2026, the forward sale agreement was amended to extend the final settlement date to December 31, 2027.

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At March 31, 2026, approximately $2.6 billion of common stock remains available for sale under the ATM program. We provide additional information about these forward sale agreements in Note 13 of the Notes to Consolidated Financial Statements in the Annual Report.

We further discuss these activities, including the intended use of proceeds and effect on diluted EPS, in Note 11 of the Notes to Condensed Consolidated Financial Statements.

Available Funds

Our committed lines of credit provide liquidity and support commercial paper. Sempra, SDG&E and SoCalGas each have a committed line of credit expiring in 2030. Sempra Infrastructure has five committed lines of credit expiring on various dates from 2026 through 2030 and an uncommitted line of credit expiring in 2026, which are included in the held for sale disposal group but remain legally accessible and are sources of available credit to Sempra Infrastructure until the planned sale of a portion of our equity interest in SI Partners closes.

AVAILABLE FUNDS AT MARCH 31, 2026
(Dollars in millions)
Sempra SDG&E SoCalGas
Unrestricted cash and cash equivalents(1) $ 970 $ 747 $ 1
Available unused credit(2) 8,033 1,500 1,101

(1)    Sempra includes $154 held in foreign jurisdictions, which is included in the $176 that is classified as Assets Held for Sale in the Sempra Condensed Consolidated Balance Sheet. We discuss repatriation in Note 8 of the Notes to Consolidated Financial Statements in the Annual Report.

(2)    Available unused credit is the total available on committed and uncommitted lines of credit that we discuss in Note 7 of the Notes to Condensed Consolidated Financial Statements. Because our commercial paper programs are supported by these lines, we reflect the amount of commercial paper outstanding and any letters of credit outstanding as a reduction to the available unused credit.

Short-Term Borrowings

We use short-term debt primarily to meet liquidity requirements, fund shareholder dividends, and temporarily finance capital expenditures or acquisitions. SDG&E and SoCalGas use short-term debt primarily to meet working capital needs or to help fund event-specific costs. Commercial paper and lines of credit were our primary sources of short-term debt funding in the first three months of 2026.

We discuss our short-term debt activities in Note 7 of the Notes to Condensed Consolidated Financial Statements and below in “Sources and Uses of Cash.”

Long-Term Debt Activities

Significant issuances of long-term debt in the first three months of 2026 included the following:

LONG-TERM DEBT ISSUANCES
(Dollars in millions)
Issuances: Amount at issuance Maturity
Sempra 5.25% notes $ 800 2036
SDG&E 5.20% first mortgage bonds 625 2036
SDG&E 5.95% first mortgage bonds 475 2056
Sempra Infrastructure variable rate notes (ECA LNG Phase 1 project) 45 2027
Sempra Infrastructure variable rate term loan (PA LNG Phase 1 project) 670 2030

We discuss our long-term debt activities, including the use of proceeds on long-term debt issuances, in Note 7 of the Notes to Condensed Consolidated Financial Statements.

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Credit Ratings

We provide additional information about the credit ratings of Sempra, SDG&E and SoCalGas in “Part I – Item 1A. Risk Factors” and “Part II – Item 2. MD&A – Capital Resources and Liquidity” in the Annual Report.

The credit ratings of Sempra, SDG&E and SoCalGas remained at investment grade levels in the first three months of 2026.

ISSUER CREDIT RATINGS AT MARCH 31, 2026
Sempra SDG&E SoCalGas
Moody’s Baa2 with a negative outlook A3 with a stable outlook A2 with a stable outlook(1)
S&P BBB+ with a negative outlook BBB+ with a stable outlook A- with a stable outlook
Fitch BBB+ with a stable outlook BBB+ with a stable outlook A with a stable outlook

(1)    Reflects the senior unsecured rating, as no issuer credit rating is available.

A downgrade of Sempra’s or any of its subsidiaries’ credit ratings or rating outlooks may, depending on the severity, result in the imposition of new financial or other burdensome covenants or a requirement for collateral to be posted in the case of certain financing arrangements and may materially and adversely affect the market prices of their equity and debt securities, the rates at which borrowings are made and commercial paper is issued, and the various fees on their outstanding credit facilities. This could make it more costly for Sempra, SDG&E, SoCalGas and Sempra’s other subsidiaries to issue debt or equity securities, to borrow under credit facilities and to raise certain other types of financing. We provide additional information about our credit ratings at Sempra, SDG&E and SoCalGas in “Part I – Item 1A. Risk Factors” in the Annual Report.

Sempra has agreed that, if the credit rating of Oncor’s senior secured debt by any of the three major rating agencies falls below BBB (or the equivalent), Oncor will suspend dividends and other distributions (except for contractual tax payments), unless otherwise allowed by the PUCT. Oncor’s senior secured debt is rated A2, A and A at Moody’s, S&P and Fitch, respectively, at March 31, 2026.

Sempra California

SDG&E’s and SoCalGas’ operations have historically provided relatively stable earnings and liquidity. Their future performance and liquidity will depend primarily on the ratemaking and regulatory process, environmental regulations, economic conditions, actions by legislatures, litigation and the changing energy marketplace, as well as other matters described in this report and the Annual Report. SDG&E and SoCalGas expect that the available unused funds from their credit facilities described above, which also supports their commercial paper programs, cash flows from operations, and other incurrences of debt including issuing debt securities and obtaining term loans will continue to be adequate to fund their respective current operations and planned capital expenditures. SDG&E and SoCalGas manage their capital structures and pay dividends as approved by their respective boards of directors.

SDG&E and SoCalGas have regulatory mechanisms to recover credit losses and thus record changes in the allowances for credit losses related to accounts receivable that are probable of recovery in regulatory accounts. Although SDG&E and SoCalGas have regulatory mechanisms to recover credit losses, any delay in payments by customers impacts the timing of their respective cash flows.

As we discuss in Note 4 of the Notes to Condensed Consolidated Financial Statements, changes in regulatory balancing accounts for significant costs at SDG&E and SoCalGas, particularly a change between over and undercollected status, may have a significant impact on cash flows. These changes generally represent the difference between when costs are incurred and when they are ultimately recovered or refunded in rates through billings to customers.

CPUC GRC

In December 2025, SDG&E and SoCalGas filed a petition for modification of the 2024 GRC, seeking to modify the post-test year mechanism for capital related costs. The petition for modification seeks increases of $55 million, $87 million and $79 million to the approved revenue requirements for SDG&E for 2025, 2026 and 2027, respectively, and increases of $86 million, $122 million and $109 million to the approved revenue requirements for SoCalGas for 2025, 2026 and 2027, respectively. There is no established timeline for the CPUC to act on this filing.

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Existing and Anticipated Requests for Recovery of Specified Safety, Maintenance and Reliability Investments. The GRC provides SDG&E and SoCalGas with numerous mechanisms to seek cost recovery of specified projects and programs. We expect that the requests for cost recovery of these projects and programs, which remain subject to CPUC approval, may result in additional amounts of authorized revenue requirement. These projects and programs include (i) the Track 3 request that we describe below, (ii) the ability to file advice letters to implement the revenue requirements associated with the costs of SDG&E’s Moreno compressor station project and SoCalGas’ Honor Rancho compressor station and customer information system replacement projects, which projects were all approved by the CPUC subject to applicable cost caps, and (iii) the opportunity to file separate applications for cost recovery of mobile home park and gas integrity management programs at both SDG&E and SoCalGas, advanced metering infrastructure replacements at SDG&E, and other projects and programs.

2024 GRC Track 3. In April 2025, SDG&E and SoCalGas each submitted additional requests to the CPUC in the 2024 GRC, known as Track 3 requests. SDG&E submitted a request seeking review and recovery of its WMP costs incurred in 2023 that were in addition to the amounts authorized in the 2019 GRC and not addressed in the 2024 GRC. In March 2026 and amended in April 2026, SDG&E provided supplemental testimony in its Track 3 request for drone inspection and repair program costs that were disallowed in its Track 2 request. The supplemental testimony seeks review and recovery of $522 million of direct WMP and drone inspection and repair program costs. SDG&E expects to receive a PD for its Track 3 request related to its WMP costs in the second half of 2026. Additionally, SDG&E and SoCalGas submitted a combined request seeking review and recovery of $240 million of PSEP costs incurred from 2014 through 2019 and $499 million of PSEP costs incurred from 2015 through 2020. SDG&E and SoCalGas expect to receive an FD for their Track 3 requests related to their PSEP costs in the second half of 2026.

Revenue requirements associated with the Track 3 requests have been recorded in regulatory accounts and any disallowances resulting from Track 3 would be recorded as an expense on the Sempra, SDG&E and SoCalGas Condensed Consolidated Statements of Operations. SDG&E and SoCalGas are authorized interim rate recovery of up to 50% of the recorded PSEP regulatory account balance at the end of each year. Such interim rate recovery is subject to refund, contingent on the reasonableness review decision for their Track 3 requests.

SDG&E

Wildfire Fund and Continuation Account

The 2019 Wildfire Legislation established the Wildfire Fund and the 2025 Wildfire Legislation established the Continuation Account (collectively, the Wildfire Legislation), which offer liquidity to reimburse wildfire-related claims incurred by participating California electric IOUs in excess of $1 billion, subject to the coverage of each fund. The Wildfire Fund and the Continuation Account, if it becomes operative, could be materially reduced, exhausted, or terminated due to claims by SDG&E or other participating IOUs related to fires caused by utility conduct or operations, or SDG&E could fail to maintain a valid annual safety certification from the OEIS or meet other requirements, any of which could result in SDG&E losing eligibility for the Wildfire Legislation’s liability cap and the other protections afforded by these funds. As a result, a fire resulting from the conduct or operations of any participating California electric IOU could have a material adverse effect on Sempra’s and SDG&E’s results of operations, financial condition, cash flows and/or prospects, with potentially material additional exposure if SDG&E’s conduct or operations is determined to be a cause of a fire and SDG&E is found to have acted imprudently.

We further describe the 2019 Wildfire Legislation and SDG&E’s commitment to make annual shareholder contributions to the Wildfire Fund through 2028, as well as the 2025 Wildfire Legislation and related Continuation Account, in Note 1 of the Notes to Consolidated Financial Statements in the Annual Report.

2019 Wildfire Legislation. SDG&E is exposed to the risk that the participating California electric IOUs may incur third-party wildfire costs for which they will seek recovery from the Wildfire Fund with respect to wildfires that have occurred since enactment of the 2019 Wildfire Legislation in July 2019. In such a situation, SDG&E may recognize a reduction of its Wildfire Fund asset and record accelerated amortization against earnings when available coverage is reduced due to recoverable claims from any of the participating IOUs. The carrying value of SDG&E’s Wildfire Fund asset totaled $253 million at March 31, 2026.

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In April 2026, a participating IOU publicly disclosed that it has received, or expects to receive, approximately $1.27 billion in aggregate reimbursements from the Wildfire Fund for eligible claims related to wildfires that occurred in 2019 and 2021. Also in April 2026, another participating IOU publicly disclosed it has received, or expects to receive, approximately $295 million in aggregate reimbursements from the Wildfire Fund for losses incurred and expected to be incurred in connection with one of the LA Fires, the cause of which remains under investigation and has not been conclusively determined. The administrator of the Wildfire Fund has confirmed that this wildfire qualifies as a “covered wildfire” for purposes of accessing the Wildfire Fund, and the scope of potential damages caused by this fire could materially reduce or exhaust the Wildfire Fund. The participating IOU stated that it is currently unable to reasonably estimate a range of potential losses associated with this event. Accordingly, SDG&E is unable to estimate a range of potential loss resulting from any reduction in available coverage from the Wildfire Fund. In addition to the risks described above, a material reduction, exhaustion or termination of the Wildfire Fund may require SDG&E to recognize a reduction to its Wildfire Fund asset up to its carrying value.

2025 Wildfire Legislation. In September 2025, the 2025 Wildfire Legislation was signed into law to establish, among other things, the Continuation Account, a new state-administered account with up to $18.0 billion of additional liquidity to reimburse catastrophic wildfire-related claims incurred by participating California electric IOUs, including SDG&E, if certain conditions are met.

FERC Rate Matters

SDG&E files separately with the FERC for its authorized transmission revenue requirement and ROE on FERC-regulated electric transmission operations and assets.

TO5 Settlement. SDG&E’s authorized TO5 settlement provided for an ROE of 10.60%, consisting of a base ROE of 10.10% plus the California ISO adder. In December 2024, the FERC issued an order, which SDG&E has appealed, finding that SDG&E is not eligible for the California ISO adder and that the TO5 adder refund provision had been triggered, requiring SDG&E to refund customers the California ISO adder retroactively from June 1, 2019.

TO6 Filing. In October 2024, SDG&E submitted its TO6 filing to the FERC and requested it to be effective January 1, 2025. In December 2024, the FERC accepted SDG&E’s TO6 filing, subject to refund; suspended the effective date to June 1, 2025; established hearing and settlement judge procedures; and disallowed the inclusion of the California ISO adder, the last of which SDG&E has appealed. In March 2026, SDG&E filed with the FERC an uncontested offer of settlement in the TO6 proceeding. Among other things, the offer of settlement reflects an increase to SDG&E’s currently authorized base ROE from 10.10% to 10.28%, a hypothetical capital structure with 54% common equity, and does not affect SDG&E’s appeal of the FERC’s disallowance of the inclusion of the California ISO adder. The settlement is pending approval with the FERC and SDG&E expects to receive a decision in the second half of 2026. If approved, the TO6 settlement will be effective retroactively to June 1, 2025 and will remain in effect until terminated by a notice provided in March of any year. Following any such notice, SDG&E would submit a new Transmission Owner Rate filing for rates to go into effect January 1 of the following year.

Off-Balance Sheet Arrangements

SDG&E has entered into PPAs and tolling agreements that are variable interests in unconsolidated entities. We discuss variable interests in Note 1 of the Notes to Condensed Consolidated Financial Statements.

SoCalGas

LA Fires

The LA Fires burned in SoCalGas’ service territory. The California Department of Forestry and Fire Protection estimates that the Palisades and Eaton fires destroyed approximately 16,200 structures and damaged approximately 2,000 structures. Although the majority of SoCalGas’ infrastructure in the fire-affected areas is underground, these fires resulted in service disruptions, response costs and damage to some of SoCalGas’ infrastructure and third-party property. SoCalGas and Sempra are subject to pending litigation with respect to the operation of SoCalGas’ system and damage sustained as a result of the fires, which we discuss in Note 13 of the Notes to Condensed Consolidated Financial Statements. We cannot estimate the timing, costs, other impacts or ultimate outcome of these matters, which are inherently uncertain and subject to a number of risks that we discuss in “Part I – Item 1A. Risk Factors” in the Annual Report.

SoCalGas has mechanisms available for potential recovery of costs associated with declared disasters and related litigation, including through insurance, third parties and customer rates. Failure by SoCalGas to timely recover all or a substantial portion of its costs related to the LA Fires or any conclusion that such recovery is no longer probable could have a material adverse effect on SoCalGas’ and Sempra’s results of operations, financial condition, cash flows and/or prospects.

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Sempra Texas Utilities

Oncor relies on external financing as a significant source of liquidity for its capital requirements. In the event that Oncor is unable to meet its capital requirements, access sufficient capital, or raise capital on favorable terms to finance its ongoing needs, we may elect to make additional capital contributions to Oncor (as our commitments to the PUCT prohibit us from making loans to Oncor), which could be substantial and reduce the cash available to us for other purposes, increase our indebtedness and ultimately materially adversely affect our results of operations, financial condition, cash flows and/or prospects. Oncor’s ability to make distributions may be limited by factors such as its credit ratings, regulatory capital requirements, increases in its capital plan, debt-to-equity ratio approved by the PUCT and other restrictions and considerations. In addition, Oncor will not make distributions if a majority of Oncor’s independent directors or any minority member director determines it is in the best interests of Oncor to retain such amounts to meet expected future requirements.

Oncor

2025 Comprehensive Base Rate Review. In June 2025, Oncor filed a request for a comprehensive base rate review with the PUCT and the 210 cities in its service territory that have retained original jurisdiction over rates.

In January 2026, Oncor filed a stipulation in the comprehensive base rate review proceeding requesting PUCT approval of an unopposed, comprehensive settlement among the parties to the proceeding.

On April 17, 2026, the PUCT issued an order in Oncor’s comprehensive base rate review proceeding. The order approves the terms of the settlement and provides for an annual revenue requirement of approximately $6.97 billion, an increase of approximately $560 million, or 8.7%, over Oncor’s adjusted annualized revenues as provided in the rate application. The order also provides for a revised regulatory capital structure ratio of 56.5% debt to 43.5% equity, an authorized ROE of 9.75%, and an authorized cost of debt of 4.94%. This represents an improvement from Oncor’s current authorized regulatory capital structure ratio of 57.5% debt to 42.5% equity, current authorized return on equity of 9.70%, and current authorized cost of debt of 4.39%.

Oncor is permitted to surcharge the difference between the new billing rates and its current rates for the period from January 1, 2026 to June 1, 2026, the effective date of the new rates. The order requires that the surcharge be made through a separate filing and recovered during 2026. Oncor expects to make that filing shortly after the date the new billing rates are effective.

Unified Tracker Mechanism. In June 2025, Texas House Bill 5247 was signed into law and became effective. The bill established the UTM, which allows qualifying electric utilities to apply for a single interim rate update annually through 2035 for cost recovery of certain transmission and distribution capital investments. Since the June 2025 effective date of the bill, Oncor has recognized and expects to continue recognizing revenues and corresponding regulatory assets for recoverable costs related to UTM-eligible transmission and distribution capital investments, including depreciation expense, carrying costs on unrecovered balances and related taxes.

On April 22, 2026, Oncor filed its first annual UTM application with the PUCT seeking to include in rates approximately $4.4 billion of eligible transmission and distribution net capital investment costs incurred from January 1, 2025 to December 31, 2025. The UTM application is subject to PUCT review and approval. Oncor anticipates an order and updated rates in the second half of 2026.

Off-Balance Sheet Arrangement

Our investment in Oncor Holdings is a variable interest in an unconsolidated entity. We discuss variable interests in Note 1 of the Notes to Condensed Consolidated Financial Statements.

Sempra Infrastructure

Sempra Infrastructure expects to fund capital expenditures, investments and operations in part with available funds, including existing credit facilities, and cash flows from operations from the Sempra Infrastructure businesses. We expect Sempra Infrastructure will require additional funding for the development and expansion of its portfolio of projects, which may be financed through a combination of funding from the parent and NCI owners, bank financing, issuances of debt, project financing, partnering in JVs and asset sales.

In the three months ended March 31, 2026 and 2025, Sempra Infrastructure distributed $65 million and $38 million, respectively, to its NCI owners, and NCI owners contributed $41 million and $34 million, respectively, to Sempra Infrastructure.

Sempra Infrastructure is in various stages of development or construction of natural gas liquefaction projects, pipeline and terminal projects, and renewable power generation and sequestration projects, which we describe below. The successful development and/or construction of these projects is subject to numerous risks and uncertainties.

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With respect to projects in development, these risks and uncertainties include a variety of factors as applicable depending on the project and many of which are outside our control, including any failure to:

▪secure binding customer commitments

▪identify suitable project and equity partners

▪obtain sufficient financing

▪reach agreement with project partners or other applicable parties to proceed

▪obtain, modify, and/or maintain permits and regulatory approvals, including LNG export applications to non-FTA countries and any applicable approvals in Mexico

▪negotiate, complete and maintain suitable commercial agreements, which may include EPC, tolling, equity acquisition, governance, LNG sales, gas supply and transportation contracts

▪reach a positive FID

With respect to projects under construction, these risks and uncertainties include, in addition to the risks described above as applicable to each project, construction delays, unforeseen design flaws, cost overruns, stakeholder relations issues and other construction-related issues.

An unfavorable outcome with respect to any of these factors could have a material adverse effect on (i) the development and construction of the applicable project, including a potential impairment of all or a substantial portion of the capital costs invested in the project to date, which could be material, and (ii) for any project that has reached a positive FID, Sempra’s results of operations, financial condition, cash flows and/or prospects. For a further discussion of these risks, see “Part I – Item 1A. Risk Factors” in the Annual Report.

The descriptions below discuss several HOAs, MOUs and other non-binding development agreements with respect to Sempra Infrastructure’s various development projects. These arrangements do not commit any party to enter into definitive agreements or otherwise participate in the applicable project, and the ultimate participation by the parties remains subject to negotiation and finalization of definitive agreements, among other factors. The descriptions below also discuss certain financing arrangements for several of Sempra Infrastructure’s projects in development and under construction; we discuss these and other financing arrangements related to these projects in more detail in Note 7 of the Notes to Condensed Consolidated Financial Statements in this report and the Notes to Consolidated Financial Statements in the Annual Report.

With respect to each project described below that has reached a positive FID, long-term definitive offtake agreements have been secured with third parties for the full initial offtake or generation capacity of the applicable project, other than an SPA with SI Partners for a portion of the offtake from the PA LNG Phase 2 project, which SI Partners intends to resell to third parties under offtake arrangements it plans to establish from time to time. We describe these SPAs in “Part I – Item 1. Business” in the Annual Report.

SI Partners

As we discuss in Note 6 of the Notes to Condensed Consolidated Financial Statements, in September 2025, we entered into an agreement to sell a 45% equity interest in SI Partners to the KKR Partners for $9.99 billion, subject to adjustments. We expect this sale to close in the second or third quarter of 2026, subject to certain conditions, including receipt of third-party consents or waivers, including from certain lenders, partners and others; the absence of a material adverse effect on SI Partners; the absence of specific downgrade events under certain financing arrangements; and other customary closing conditions. As a result of satisfying all applicable criteria in September 2025, we classified SI Partners’ assets and liabilities as held for sale and ceased depreciation and amortization.

The agreement provides that, subject to adjustments and the closing date, the purchase price will be paid to Sempra as follows:

▪$4.65 billion in cash at closing;

▪$4.14 billion plus interest compounded quarterly at 7.5% per annum (totaling $4.72 billion with principal and accrued interest unless paid early) due December 31, 2027 under instruments backed by equity commitment letters; and

▪$1.2 billion plus interest compounded quarterly at 8.5% per annum before January 1, 2031 and 10.0% per annum thereafter (totaling $2.29 billion with principal and accrued interest unless paid early) due seven years and 91 days after closing under promissory notes.

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The purchase price is subject to adjustments for changes in net debt, net working capital and capital expenditures as of December 31, 2025, among others. The purchase price is subject to further adjustments for certain capital contributions by and distributions to Sempra in 2026 before the closing. In addition, transaction fees of the KKR Partners of $337.5 million will be deducted from the purchase price at the closing and a development credit of $340 million will be payable by Sempra over two years starting in 2026. There may also be post-closing purchase price adjustments based on the performance through 2028 of certain wind power facilities, and adjustments payable by Sempra for capital expenditures related to the ECA LNG Phase 1 project under construction and potential costs associated with third party consents or waivers.

Subject to closing, the KKR Partners will own 65% of SI Partners, Sempra will retain a 25% interest and ADIA will retain a 10% interest. We will then deconsolidate SI Partners and account for our 25% interest in SI Partners under the equity method within the existing Sempra Infrastructure segment. For a description of Sempra’s December 31, 2025 and projected post-sale ownership interest in certain Sempra Infrastructure facilities and projects, see “Part I – Item 1. Business” in the Annual Report.

The rights and obligations of the partners of SI Partners are governed by a limited partnership agreement, which will be amended and restated at closing. This limited partnership agreement contains certain provisions on project funding and distributions that could impact Sempra’s results of operations and cash flows. For instance, the existing limited partnership agreement provides for certain priority distributions to one or more of the minority partners if certain cash flow or rate of return performance levels are not achieved or a specified project that reaches a positive FID does not meet certain other conditions by certain dates. In addition, the post-closing limited partnership agreement provides that Sempra will continue to have substantially similar funding obligations as it has before the sale for cost overruns in the ECA LNG Phase 1 project and the PA LNG Phase 1 project. For more information about the terms of the limited partnership agreement, see “Part I – Item 1. Business” and Note 6 of the Notes to Consolidated Financial Statements in the Annual Report.

LNG

Cameron LNG Phase 2 Project. Cameron LNG JV is developing a proposed expansion project that would add one electric drive liquefaction train with an expected maximum production capacity of approximately 6.75 Mtpa and would increase the production capacity of the existing three trains at the Cameron LNG Phase 1 facility by up to approximately 1 Mtpa through debottlenecking activities. The Cameron LNG JV site can accommodate additional trains beyond the proposed Cameron LNG Phase 2 project.

Cameron LNG JV has received major permits and FTA and non-FTA approvals associated with the potential expansion. In November 2025, we received approval from the FERC to extend the deadline for construction authorization until March 2033. The non-FTA approval for the proposed Cameron LNG Phase 2 project includes, among other things, a May 2026 deadline to commence commercial exports. In April 2026, the DOE extended that deadline to March 2033.

SI Partners and the other Cameron LNG JV members, namely affiliates of TotalEnergies SE, Mitsui & Co., Ltd. and Japan LNG Investment, LLC, have entered into a non-binding HOA for the potential development of the Cameron LNG Phase 2 project. The non-binding HOA provides a commercial framework for the proposed project, including the contemplated allocation to SI Partners of 50.2% of the fourth train production capacity and 25% of the debottlenecking capacity from the project under tolling agreements. The non-binding HOA contemplates the remaining capacity to be allocated equally to the existing Cameron LNG Phase 1 facility customers.

Entergy Louisiana, LLC, a subsidiary of Entergy Corporation, and Cameron LNG JV have an electricity service agreement (and related ancillary agreements) for the supply to Cameron LNG JV of up to 950 MW of power from renewable sources in Louisiana.

Under the Cameron LNG JV equity agreements, the expansion of the project requires the unanimous consent of all the members, including with respect to the equity investment obligation of each member. Expansion of the Cameron LNG Phase 1 facility beyond the first three trains is also subject to certain restrictions and conditions under the JV project financing agreements, including, among others, scope restrictions on expansion of the project unless appropriate prior consent is obtained from the existing project lenders. An FID remains subject to, among other things, securing these consents of the members and project lenders, satisfactory conclusion on certain ongoing engineering processes and selection of an EPC contractor, negotiation and finalization of definitive offtake agreements and completion of all related financing and permitting activities.

ECA LNG Phase 1 Project. ECA LNG Phase 1 is constructing a one-train natural gas liquefaction facility at the site of SI Partners’ existing ECA Regas Facility with a nameplate capacity of 3.25 Mtpa and an initial offtake capacity of 2.5 Mtpa. We do not expect the construction or operation of the ECA LNG Phase 1 project to disrupt operations at the ECA Regas Facility.

We received authorizations from the DOE to export U.S.-produced natural gas to Mexico and to re-export LNG to non-FTA countries from the ECA LNG Phase 1 project. In March 2026, the DOE extended the construction deadline associated with the project to September 2026.

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We have an EPC contract with TP Oil & Gas Mexico, S. De R.L. De C.V., an affiliate of Technip Energies N.V., to construct the ECA LNG Phase 1 project. We estimate the total price of the EPC contract to be approximately $1.6 billion, with capital expenditures of approximately $2.5 billion including capitalized interest at the project level and project contingency. The actual cost of the EPC contract and the actual amount of these capital expenditures may differ substantially from our estimates. The ECA LNG Phase 1 project achieved mechanical completion in December 2025 and introduced gas into the facility in April 2026. We continue to expect the project to produce LNG in the spring of 2026 during the commissioning period. We are targeting substantial completion in the summer of 2026 and sales under the long-term SPAs shortly thereafter, when the facility commences commercial operations. Prior to substantial completion, net proceeds from LNG sales are recognized as an offset to total project capital expenditures. Reaching substantial completion under the EPC contract is subject to various milestones, including achieving certain performance tests and functionality.

ECA LNG Phase 1’s customers have a termination right under their SPAs if the ECA LNG Phase 1 project does not commence commercial operations under the SPAs by February 24, 2026, subject to certain additional conditions. As of May 7, 2026, no customers have given notice of their intent to terminate the SPAs.

ECA LNG Phase 1 has a loan agreement with a borrowing capacity of $1.5 billion that matures in December 2027. At both March 31, 2026 and December 31, 2025, $1.3 billion of borrowings are outstanding under the loan agreement. IEnova and TotalEnergies SE have provided guarantees for repayment of the loan of up to $1,226 million and $305 million, respectively, plus accrued and unpaid interest. Proceeds from the loan are being used to finance the cost of construction of the ECA LNG Phase 1 project.

With respect to the ECA LNG Phase 1 project and the ECA LNG Phase 2 project that we discuss below, an unfavorable resolution of a land dispute and/or permit challenges, in each case that we discuss in Note 13 of the Notes to Condensed Consolidated Financial Statements, could have a material adverse effect on the development and construction of these projects.

ECA LNG Phase 2 Project. SI Partners is developing a second, large-scale natural gas liquefaction project at the site of its existing ECA Regas Facility in Baja California, Mexico. We expect the proposed ECA LNG Phase 2 project to be comprised of multiple trains and one additional LNG storage tank and produce approximately 12 Mtpa of export capacity. We expect that future construction of the proposed ECA LNG Phase 2 project would conflict with the current operations at the ECA Regas Facility, which has a firm storage and nitrogen injection service agreement that expires in May 2028, to the extent this agreement has not expired or has not been earlier terminated at the time of such construction.

We received authorizations from the DOE to export U.S.-produced natural gas to Mexico and to re-export LNG to non-FTA countries from the proposed ECA LNG Phase 2 project. In February 2026, the DOE extended the construction deadline associated with the project to December 2029.

We have non-binding MOUs and/or HOAs that provide a framework for potential offtake of LNG from the proposed ECA LNG Phase 2 project and potential acquisition of equity interests in ECA LNG Phase 2.

PA LNG Phase 1 Project. SI Partners is constructing a natural gas liquefaction project on a greenfield site that it owns in the vicinity of Port Arthur, Texas, located along the Sabine-Neches waterway. The PA LNG Phase 1 project will consist of two liquefaction trains, two LNG storage tanks, a marine berth and associated loading facilities and related infrastructure necessary to provide liquefaction services with a nameplate capacity of approximately 13 Mtpa and an initial offtake capacity of approximately 10.5 Mtpa.

SI Partners has received authorizations from the DOE that permit the export of LNG to be produced from the PA LNG Phase 1 project to all current and future FTA and non-FTA countries, and from the FERC for the siting, construction and operation of the PA LNG Phase 1 project.

We have an EPC contract with Bechtel to construct the PA LNG Phase 1 project, which has an estimated price of approximately $10.8 billion, with capital expenditures for the project of approximately $13 billion including capitalized interest at the project level and project contingency. The actual cost of the EPC contract and the actual amount of these capital expenditures may differ substantially from our estimates. The first train of the Port Arthur LNG liquefaction project remains on schedule, and we continue to expect the first and second trains to commence commercial operations at or near the end of 2027 and in 2028, respectively.

Port Arthur LNG I has a seven-year term loan facility for an aggregate principal amount of approximately $6.8 billion and an initial working capital facility for up to $200 million, each of which matures in March 2030. At March 31, 2026 and December 31, 2025, $3.8 billion and $3.2 billion, respectively, of borrowings are outstanding, and previous borrowings totaling $983 million have been repaid and cannot be reborrowed under the term loan facility agreement. Proceeds from the loan are being used to finance the cost of construction of the PA LNG Phase 1 project.

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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 March 31, 2026, 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.

As we discuss in Note 13 of the Notes to Condensed Consolidated Financial Statements, in April 2025, an incident occurred at the site of the PA LNG Phase 1 project that resulted in the deaths of three Bechtel employees and injuries to two Bechtel employees. As of May 4, 2026, there are two pending lawsuits filed by 17 plaintiffs related to the incident. Bechtel is providing indemnity pursuant to the terms of Port Arthur LNG I’s EPC contract and is continuing construction of the PA LNG Phase 1 project.

PA LNG Phase 2 Project. Since reaching a positive FID in September 2025, SI Partners has commenced construction of a second phase of the Port Arthur LNG liquefaction project that we expect will be a similar size to the PA LNG Phase 1 project. The PA LNG Phase 2 project will consist of two liquefaction trains, one LNG storage tank, and associated facilities with a nameplate capacity of approximately 13 Mtpa.

SI Partners has received authorizations from the DOE that permit the export of LNG to be produced from the PA LNG Phase 2 project to all current and future FTA and non-FTA countries, and from the FERC for the siting, construction and operation of the PA LNG Phase 2 project.

We have an EPC contract with Bechtel to construct the PA LNG Phase 2 project, which has an estimated price of approximately $9.2 billion, with capital expenditures of approximately $14 billion, including, among other items, project contingency and a $1.9 billion true-up payment to the PA LNG Phase 1 project to acquire a 50% interest in the shared common facilities. The actual cost of the EPC contract and the actual amount of these capital expenditures may differ substantially from our estimates. We expect the third and fourth trains of the Port Arthur LNG liquefaction project to commence commercial operations in 2030 and 2031, respectively.

As we discuss in Note 10 of the Notes to Condensed Consolidated Financial Statements, in September 2025, PA2 JVCo issued 49.9% of its equity interests to Blackstone for $3.4 billion in cash at closing and a commitment to fund an additional $3.6 billion of capital contributions on a pre-determined funding schedule whereby Blackstone’s capital contributions are scheduled prior to SI Partners’ capital contributions. SI Partners holds the remaining 50.1% of equity interests in PA2 JVCo, and has committed to fund up to $7.8 billion to PA2 JVCo to support its share of the budgeted PA LNG Phase 2 project construction costs. SI Partners will continue to consolidate PA2 JVCo and direct the activities related to the construction and future operation and maintenance of the PA LNG Phase 2 project. Blackstone’s equity interest is subject to redemption and exit rights that are outside the control of SI Partners and Blackstone. As a result, we account for Blackstone’s NCI as being contingently redeemable, which is presented as CRNCI on Sempra’s Condensed Consolidated Balance Sheets.

To secure gas supply for the PA LNG Phase 2 project, SI Partners entered into a natural gas transportation agreement with a third-party pipeline developer. The transportation capacity commitment is subject to completion of pipeline construction by a third-party developer that is expected to occur by early 2029. SI Partners holds a contractual option to acquire the third party’s interest in the pipeline if certain construction milestones are not met, which acquisition would release SI Partners from the associated capacity commitment.

Asset and Supply Optimization. As we discuss in “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Annual Report, SI Partners enters into hedging transactions to help mitigate commodity price risk and optimize the value of its LNG, natural gas pipelines and storage, and power-generating assets. Some of these derivatives that we use as economic hedges do not meet the requirements for hedge accounting, or hedge accounting is not elected, and as a result, the changes in fair value of these derivatives are recorded in earnings. Consequently, significant changes in commodity prices have in the past and could in the future result in earnings volatility, which may be material, as the economic offset of these derivatives may not be recorded at fair value.

Off-Balance Sheet Arrangements. Our investment in Cameron LNG JV is a variable interest in an unconsolidated entity. We discuss variable interests in Note 1 of the Notes to Condensed Consolidated Financial Statements.

In February 2025, SI Partners entered into a credit support agreement related to a customer’s secured borrowing for repayment of its past due account balance, which constitutes a guarantee, for the benefit of a third-party financial institution. At March 31, 2026, SI Partners’ maximum exposure to loss is $29 million. The guarantee will terminate in May 2026. We discuss this guarantee in Note 13 of the Notes to Condensed Consolidated Financial Statements.

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In June 2021, Sempra provided a promissory note, which constitutes a guarantee for the benefit of Cameron LNG JV with a maximum exposure to loss of $165 million. The guarantee will terminate upon full repayment of Cameron LNG JV’s debt, scheduled to occur in 2039, or replenishment of the amount withdrawn by Sempra from the SDSRA. We discuss this guarantee in Note 13 of the Notes to Condensed Consolidated Financial Statements.

In July 2020, Sempra entered into the Support Agreement, which contains a guarantee and represents a variable interest, for the benefit of CFIN with a maximum exposure to loss of $979 million. The guarantee will terminate upon full repayment of the guaranteed debt by 2039, including repayment following an event in which the guaranteed debt is put to Sempra. We discuss this guarantee in Notes 1, 9 and 13 of the Notes to Condensed Consolidated Financial Statements.

Energy Networks

Ecogas. As we discuss in Note 6 of the Notes to Condensed Consolidated Financial Statements, in December 2025, we entered into an agreement to sell Ecogas for 9.0 billion Mexican pesos (approximately $500 million in U.S. dollar-equivalent at March 31, 2026), subject to adjustments. In the first quarter of 2026, we entered into contingent foreign currency hedges, which we discuss in Note 8, that are designed to fix the exchange rate associated with the anticipated after-tax net proceeds. We expect to complete the sale in the second or third quarter of 2026, subject to closing conditions. As a result of satisfying all applicable criteria in June 2025, we classified Ecogas’ assets and liabilities as held for sale and ceased depreciation and amortization.

Louisiana Storage. SI Partners is constructing Louisiana Storage, a 12.5-billion-cubic-feet salt dome natural gas storage facility to support the PA LNG Phase 1 project. The construction includes an 11-mile pipeline that will connect to the Port Arthur Pipeline Louisiana Connector. We estimate the capital expenditures for the project will be approximately $400 million, including capitalized interest at the project level and project contingency. The actual amount of capital expenditures may differ substantially from our estimates. We expect Louisiana Storage to be ready for service in time to support the needs of the PA LNG Phase 1 project.

Port Arthur Pipeline Louisiana Connector. SI Partners is constructing the Port Arthur Pipeline Louisiana Connector, a 72-mile pipeline connecting the PA LNG Phase 1 project to Gillis, Louisiana.

The FERC approved the siting, construction and operation of the Port Arthur Pipeline Louisiana Connector, which will be used to supply feed gas to the PA LNG Phase 1 project. Sempra Infrastructure received FERC approval to implement construction process enhancements and minor modifications to several discrete sections of the Port Arthur Pipeline Louisiana Connector. These modifications are intended to decrease environmental impacts, accommodate landowner routing requests and enhance construction procedures.

We estimate the capital expenditures for the project will be approximately $1 billion, including capitalized interest at the project level and project contingency. The actual amount of capital expenditures may differ substantially from our estimates. The Port Arthur Pipeline Louisiana Connector achieved mechanical completion in January 2026, and we expect it to be ready for service ahead of the PA LNG Phase 1 project’s gas requirements.

Sonora Pipeline. Sempra Infrastructure’s Sonora natural gas pipeline consists of two pipeline segments, the Sasabe-Puerto Libertad-Guaymas segment and the Guaymas-El Oro segment. Each segment has its own service agreement with the CFE. Following the start of commercial operations of the Guaymas-El Oro segment, Sempra Infrastructure reported damage to the pipeline in the Yaqui territory that has made that section inoperable since August 2017 because it was not able to be repaired due to legal challenges, which were resolved in March 2023, by some members of the Yaqui tribe.

In September 2019, Sempra Infrastructure and the CFE reached an agreement to modify the tariff structure and extend the term of the contract by 10 years. Under the revised agreement, the CFE will resume making payments only when the damaged section of the Guaymas-El Oro segment of the Sonora pipeline is back in service.

In December 2025, Sempra Infrastructure and the CFE further amended their transportation services agreement to re-route the portion of the pipeline that is in the Yaqui territory, whereby the CFE has agreed to reimburse Sempra Infrastructure for the re-routing costs with a new tariff and requires the pipeline to be back in service no later than July 2029. This amendment will terminate if certain conditions are not met, and Sempra Infrastructure retains the right to terminate the transportation services agreement and seek to recover its reasonable and documented costs and lost profit. Execution of the re-routing project is ongoing. Additionally, in December 2025, Sempra Infrastructure and the CFE entered into an agreement for potential equity participation in the Guaymas-El Oro segment of the Sonora pipeline.

We estimate the capital expenditures for re-routing the pipeline will be approximately $260 million, including capitalized interest and project contingency. The actual amount of capital expenditures may differ substantially from our estimates.

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The Guaymas-El Oro segment of the Sonora pipeline, including the re-routed portion, currently constitutes a Sole Risk Project under the terms of the SI Partners limited partnership agreement, which means that Sempra Infrastructure holds a 100% interest in this Sole Risk Project. Sole Risk Projects are separated from other SI Partners projects and are conducted at Sempra’s sole cost, expense and liability and Sempra Infrastructure receives, through the acquisition of Sole Risk Interests, any economic and other benefits from such projects. The Guaymas-El Oro segment of the Sonora pipeline will continue to be owned by and a Sole Risk Project of Sempra after closing the planned sale of a portion of our equity interest in SI Partners, which we discuss in Note 6 of the Notes to Condensed Consolidated Financial Statements. Any proceeds from a sale of the Guaymas-El Oro segment of the Sonora pipeline would be split between Sempra (90%) and ADIA (10%), subject to adjustments.

Low Carbon Solutions

Cimarrón Wind. SI Partners owns and operates the Cimarrón Wind project, an approximately 320 MW wind generation facility in Baja California, Mexico, that commenced commercial operations in March 2026.

Hackberry Carbon Sequestration Project. SI Partners is developing the potential Hackberry Carbon Sequestration project near Hackberry, Louisiana, together with TotalEnergies SE, Mitsui & Co., Ltd. and Mitsubishi Corporation. This proposed project is designed to permanently sequester carbon dioxide from the Cameron LNG Phase 1 facility, the proposed Cameron LNG Phase 2 project and potentially other sources.

Legal and Regulatory Matters

With respect to the ECA Regas Facility, ECA LNG Phase 1 project and ECA LNG Phase 2 project that we discuss above, an unfavorable resolution of a land dispute and/or permit challenges could have a material adverse effect on the natural gas regasification operations at the ECA Regas Facility and the development and construction of the ECA LNG projects. We discuss these legal matters in “Legal Proceedings – Other Sempra – Energía Costa Azul” in Note 13 of the Notes to Condensed Consolidated Financial Statements.

We discuss regulatory matters affecting our operations in Mexico and risks associated with Mexican laws, policies and government influence in “Part I – Item 1A. Risk Factors – Risks Related to Sempra Infrastructure – Legal and Regulatory Risks” in the Annual Report. Regulatory and other actions by the Mexican government could have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.

SOURCES AND USES OF CASH

The following tables include only significant changes in cash flow activities for each of the Registrants.

CASH FLOWS FROM OPERATING ACTIVITIES
(Dollars in millions)
Three months ended March 31, Sempra SDG&E SoCalGas
2026 $ 1,809 $ 674 $ 879
2025 1,482 578 779
Change $ 327 $ 96 $ 100
Change in accounts receivable $ 256 $ 324
Higher net income, adjusted for noncash items included in earnings 249 $ 71
Higher distributions from Oncor Holdings 87
Change in fixed-price contracts and other derivatives, current and noncurrent 45 41
Change in regulatory accounts, current and noncurrent (57) 62 (119)
Change in accrued franchise fees (63) (42)
Change in income taxes receivable/payable, net (82)
Change in GHG obligations, current and noncurrent (147) (121)
Change in accounts payable (43)
Other 39 6 17
$ 327 $ 96 $ 100

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CASH FLOWS FROM INVESTING ACTIVITIES
(Dollars in millions)
Three months ended March 31, Sempra SDG&E SoCalGas
2026 $ (3,311) $ (478) $ (481)
2025 (2,785) (523) (555)
Change $ (526) $ 45 $ 74
Higher contributions to Oncor Holdings $ (390)
(Increase) decrease in capital expenditures (125) $ 53 $ 74
Other (11) (8)
$ (526) $ 45 $ 74
CASH FLOWS FROM FINANCING ACTIVITIES
--- --- --- --- --- --- ---
(Dollars in millions)
Three months ended March 31, Sempra SDG&E SoCalGas
2026 $ 1,912 $ 544 $ (411)
2025 1,476 552 (196)
Change $ 436 $ (8) $ (215)
Lower payments on long-term debt and finance leases $ 734
Higher issuances of short-term debt with maturities greater than 90 days 328
Termination of interest rate swaps, net of transaction costs 96
Higher issuances of long-term debt 76 $ 248
Change in borrowings and repayments of short-term debt, net (388) (251) $ (214)
Higher payments on short-term debt with maturities greater than 90 days (413)
Other 3 (5) (1)
$ 436 $ (8) $ (215)

Capital Expenditures for PP&E and Investments

CAPITAL EXPENDITURES FOR PP&E AND INVESTMENTS
(Dollars in millions)
Three months ended March 31,
2026 2025
Sempra:
Sempra California(1) $ 967 $ 1,094
Sempra Texas Utilities 876 486
Sempra Infrastructure 1,493 1,241
Segment totals 3,336 2,821
Parent and other 1 1
Total Sempra $ 3,337 $ 2,822

(1)    Includes capital expenditures for PP&E of $486 and $539 at SDG&E and $481 and $555 at SoCalGas for 2026 and 2025, respectively.

Our level of capital expenditures for PP&E and investments will depend on, among other things, the cost and availability of financing, regulatory approvals, changes in tax law and business opportunities providing desirable rates of return, among various other factors described in this MD&A and in “Part I – Item 1A. Risk Factors” in the Annual Report. We aim to finance our capital expenditures for PP&E and investments in a manner that will maintain our investment-grade credit ratings and capital structure, but we may not be able to do so.

CRITICAL ACCOUNTING ESTIMATES

Management views certain accounting estimates as critical because their application is the most relevant, judgmental and/or material to our financial position and results of operations, and/or because they require the use of material judgments and estimates. We discuss critical accounting estimates in “Part II – Item 7. MD&A” in the Annual Report.

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NEW ACCOUNTING STANDARDS

We discuss any recent accounting pronouncements that have had or may have a significant effect on our financial statements and/or disclosures in Note 2 of the Notes to Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We provide disclosure regarding derivative activity in Note 8 of the Notes to Condensed Consolidated Financial Statements. We discuss our market risk and risk policies in detail in “Part II – Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in the Annual Report.

COMMODITY PRICE RISK

SI Partners is exposed to commodity price risk indirectly through its LNG, natural gas pipelines and storage, and power-generating assets. In the first three months of 2026, a hypothetical 10% change in commodity prices would have resulted in a change in the fair value of our commodity-based natural gas and electricity derivatives of $8 million at March 31, 2026 compared to $11 million at December 31, 2025.

The one-day value at risk for SDG&E’s and SoCalGas’ commodity positions are $3 million and negligible, respectively, at March 31, 2026 compared to $2 million and $6 million, respectively, at December 31, 2025.

INTEREST RATE RISK

The table below shows the nominal amount of our debt:

NOMINAL AMOUNT OF DEBT(1)
(Dollars in millions)
March 31, 2026 December 31, 2025
Sempra SDG&E SoCalGas Sempra SDG&E SoCalGas
Short-term:
Sempra California $ 499 $ — $ 499 $ 1,436 $ 532 $ 904
Other 3,211 — — 2,733 — —
Long-term:
Sempra California fixed-rate $ 19,009 $ 10,900 $ 8,109 $ 17,909 $ 9,800 $ 8,109
Other fixed-rate 12,758 — — 11,958 — —

(1)    Before reductions for unamortized discounts and debt issuance costs and excluding finance lease obligations.

At March 31, 2026 and December 31, 2025, the nominal amount of debt of $9,085 million and $8,287 million, respectively, is included in Liabilities Held for Sale on the Sempra Condensed Consolidated Balance Sheets, which consists of $444 million and $362 million of short‑term debt, $4,941 million and $5,766 million of long‑term fixed‑rate debt, and $3,700 million and $2,159 million of long‑term variable‑rate debt, respectively.

An interest rate risk sensitivity analysis measures interest rate risk by calculating the estimated changes in earnings attributable to common shares (but disregarding capitalized interest and impacts on equity earnings from debt at our equity method investees) that would result from a hypothetical change in market interest rates. Earnings attributable to common shares are affected by changes in interest rates on short-term debt and variable-rate long-term debt. If weighted-average interest rates on short-term debt outstanding at March 31, 2026, including short-term debt classified as held for sale, increased or decreased by 10%, the change in earnings attributable to common shares over the 12-month period ending March 31, 2027 would be approximately $13 million. If interest rates increased or decreased by 10% on all variable-rate long-term debt outstanding at March 31, 2026, all of which relates to variable-rate long-term debt classified as held for sale, after considering the effects of interest rate swaps, the change in earnings attributable to common shares over the 12-month period ending March 31, 2027 would be approximately $6 million.

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FOREIGN CURRENCY EXCHANGE RATE RISK AND INFLATION EXPOSURE

At March 31, 2026, SI Partners, which holds our foreign operations, is classified as held for sale. Upon completion of the sale, which we expect to occur in the second or third quarter of 2026, we will deconsolidate SI Partners and account for our remaining 25% interest under the equity method, which we expect will reduce volatility in our results of operations associated with foreign currency exchange rate fluctuations and Mexican inflation. We discuss our foreign currency exchange rate risk and inflation exposure in “Part I – Item 2. MD&A – Impact of Foreign Currency and Inflation Rates on Results of Operations” in this report and in “Part II – Item 7. MD&A – Impact of Foreign Currency and Inflation Rates on Results of Operations” in the Annual Report. At March 31, 2026, there were no significant changes to our exposure to foreign currency exchange rate risk since December 31, 2025.

In 2025 and 2026 to date, SDG&E and SoCalGas experienced inflationary pressures from increases in various costs, including the cost of natural gas, electric fuel and purchased power, labor, materials, equipment and supplies, as well as decreased availability of many of these items. During this period, Sempra Texas Utilities experienced increased costs, including labor and contractor-related costs, materials, equipment and supplies, and does not have specific regulatory mechanisms that allow for recovery of higher non-reconcilable costs due to inflation; rather, recovery is limited to rate updates through capital trackers, UTM filings and base rate reviews, which may result in partial non-recovery due to regulatory lag. If such costs continue to be subject to inflationary pressures and we are not able to fully recover such higher costs in rates or there is a delay in recovery, these increased costs may have a significant effect on Sempra’s, SDG&E’s and SoCalGas’ results of operations, financial condition, cash flows and/or prospects.

In 2025 and 2026 to date, SI Partners experienced inflationary pressures from increases in various costs, including the cost of commodities, labor, materials, equipment and supplies, as well as decreased availability of many of these items. SI Partners generally secures long-term contracts that are U.S. dollar-denominated or referenced and are periodically adjusted for market factors, including inflation, and SI Partners generally enters into lump-sum contracts for its large construction projects in which much of the risk during construction is absorbed or hedged by the EPC contractor. If additional costs become subject to inflationary pressures, we may not be able to fully recover such higher costs through contractual adjustments for inflation, which may have a significant effect on Sempra’s results of operations, financial condition, cash flows and/or prospects.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Sempra, SDG&E and SoCalGas maintain disclosure controls and procedures designed to ensure that information required to be disclosed in their respective reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to the management of each company, including each respective principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. In designing and evaluating these controls and procedures, the management of each company recognizes that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives; therefore, the management of each company applies judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of the principal executive officers and principal financial officers of Sempra, SDG&E and SoCalGas, each such company’s management evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of March 31, 2026, the end of the period covered by this report. Based on these evaluations, the principal executive officers and principal financial officers of Sempra, SDG&E and SoCalGas concluded that their respective company’s disclosure controls and procedures were effective at the reasonable assurance level as of such date.

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INTERNAL CONTROL OVER FINANCIAL REPORTING

In January 2026, SI Partners implemented a new enterprise resource planning system (ERP platform) to replace its legacy system, which has affected business processes that are part of our internal control over financial reporting, including the revenue, expenditure, payroll and reporting cycles, that we consider to be material to Sempra. Management has taken steps to help ensure that controls were appropriately designed and implemented in connection with the integration of and transition to the new ERP platform. SI Partners continues to review and enhance the design and related documentation of its internal control over financial reporting in connection with its implementation of the new ERP platform in order to maintain an effective control framework.

Other than SI Partners’ implementation of a new ERP platform, there have been no changes in Sempra’s, SDG&E’s or SoCalGas’ internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, any such company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not party to, and our property is not the subject of, any material pending legal proceedings (other than ordinary routine litigation incidental to our businesses), including, environmental proceedings described in Item 103(c)(3) of SEC Regulation S-K, except for the matters (1) described in Note 13 of the Notes to Condensed Consolidated Financial Statements in this report and in Note 16 of the Notes to Consolidated Financial Statements in the Annual Report, or (2) referred to in “Part I – Item 2. MD&A” in this report or in “Part I – Item 1A. Risk Factors” or “Part II – Item 7. MD&A” in the Annual Report.

ITEM 1A. RISK FACTORS

When evaluating our company and its businesses and any investment in our or their securities, you should carefully consider the risk factors and all other information contained in this report and the other documents we file with the SEC (including those filed subsequent to this report), including the factors discussed in “Part I – Item 2. MD&A” in this report and “Part I – Item 1A. Risk Factors” and “Part II – Item 7. MD&A” in the Annual Report. Any of the risks and other information discussed in this report or any of the risk factors discussed in “Part I – Item 1A. Risk Factors” or “Part II – Item 7. MD&A” in the Annual Report, as well as additional risks and uncertainties not currently known to us or that we currently consider immaterial, could materially adversely affect our results of operations, financial condition, cash flows, prospects and/or the trading prices of our securities or those of our consolidated entities.

ITEM 5. OTHER INFORMATION

(a)None.

(b)None.

(c)During the last fiscal quarter, no individual who was at the time a Sempra, SDG&E or SoCalGas director or officer 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.

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ITEM 6. EXHIBITS

The exhibits listed below relate to each Registrant as indicated. Unless otherwise indicated, the exhibits that are incorporated by reference herein were filed under File Number 1-14201 (Sempra), File Number 1-40 (Pacific Lighting Corporation), File Number 1-03779 (San Diego Gas & Electric Company) and/or File Number 1-01402 (Southern California Gas Company). All exhibits to which Sempra is a party have been named in this Exhibit Index with Sempra’s current legal name (Sempra) rather than its former legal name (Sempra Energy) regardless of the date of the exhibit.

EXHIBIT INDEX
Incorporated by Reference
Exhibit Number Exhibit Description Filed or Furnished Herewith Form Exhibit or Appendix Filing Date
EXHIBIT 3 -- ARTICLES OF INCORPORATION AND BYLAWS
Sempra
3.1 Restated Articles of Incorporation of Sempra effective February 23, 2026. 10-K 3.1 02/26/26
3.2 Bylaws of Sempra (as amended through May 12, 2023). 8-K 3.2 05/16/23
San Diego Gas & Electric Company
3.3 Amended and Restated Articles of Incorporation of San Diego Gas & Electric Company effective August 15, 2014. 10-K 3.4 02/26/15
3.4 Bylaws of San Diego Gas & Electric Company (as amended through October 26, 2016). 10-Q 3.1 11/02/16
Southern California Gas Company
3.5 Restated Articles of Incorporation of Southern California Gas Company effective October 7, 1996. 10-K 3.01 03/28/97
3.6 Bylaws of Southern California Gas Company (as amended through January 30, 2017). 8-K 3.1 01/31/17
EXHIBIT 4 -- INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Certain instruments defining the rights of holders of long-term debt instruments are not required to be filed or incorporated by reference herein pursuant to Item 601(b)(4)(iii)(A) of SEC Regulation S-K. Each Registrant agrees to furnish a copy of such instruments to the SEC upon request.
Sempra
4.1 Officers’ Certificate of Sempra, dated as of March 13, 2026, including the form of 5.250% Notes due 2036. 8-K 4.1 03/13/26
Sempra / San Diego Gas & Electric Company
4.2 Seventy-Eighth Supplemental Indenture, dated March 20, 2026. 8-K 4.1 03/20/26
4.3 Seventy-Ninth Supplemental Indenture, dated March 20, 2026. 8-K 4.2 03/20/26

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EXHIBIT INDEX (CONTINUED)
Incorporated by Reference
Exhibit Number Exhibit Description Filed or Furnished Herewith Form Exhibit or Appendix Filing Date
EXHIBIT 10 -- MATERIAL CONTRACTS
Sempra
10.1 Amendment No.1 to ATM Equity Offering Sales Agreement, dated May 6, 2026, among Sempra and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp.,BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc.,sempra-33126xex101.htmTruist Securities, Inc., and Wells Fargo Securities, LLC, as sales agents and forward sellers, and Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank of America, N.A., Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bankand Wells Fargo Bank, National Association, as forward purchasers. X
Management Contract or Compensatory Plan, Contract or Arrangement
Sempra / San Diego Gas & Electric Company / Southern California Gas Company
10.2 Form of Sempra 2019 Long-Term Incentive Plan 2026 Performance-Based Restricted Stock Unit Award - EPS Growth Performance Measure. 10-K 10.2 02/26/26
10.3 Form of Sempra 2019 Long-Term Incentive Plan 2026 Performance-Based Restricted Stock Unit Award - Relative Total Shareholder Return Performance Measure-S&P 500 Utilities Index. 10-K 10.3 02/26/26
10.4 Severance Pay Agreement between Sempra and Robert J. Borthwick, signed March 20, 2023 and effective March 1, 2023. 10-K 10.31 02/26/26
Sempra / San Diego Gas & Electric Company
10.5 Severance Pay Agreement between Sempra and Maritza Mekitarian, signed February 12, 2026 and effective as of January 31, 2026. 10-K 10.50 02/26/26
Sempra / Southern California Gas Company
10.6 Letter Agreement from Southern California Gas Company to Rodger R. Schwecke, dated April 8, 2026. X

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EXHIBIT INDEX (CONTINUED)
Exhibit Number Exhibit Description Filed or Furnished Herewith
EXHIBIT 31 -- SECTION 302 CERTIFICATIONS
Sempra
31.1 Certification of Sempra’s Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. X
31.2 Certification of Sempra’s Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. X
San Diego Gas & Electric Company
31.3 Certification of San Diego Gas & Electric Company’s Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. X
31.4 Certification of San Diego Gas & Electric Company’s Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. X
Southern California Gas Company
31.5 Certification of Southern California Gas Company’s Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. X
31.6 Certification of Southern California Gas Company’s Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934. X
EXHIBIT 32 -- SECTION 906 CERTIFICATIONS
Sempra
32.1 Certification of Sempra’s Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350. X
32.2 Certification of Sempra’s Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350. X
San Diego Gas & Electric Company
32.3 Certification of San Diego Gas & Electric Company’s Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350. X
32.4 Certification of San Diego Gas & Electric Company’s Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350. X
Southern California Gas Company
32.5 Certification of Southern California Gas Company’s Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350. X
32.6 Certification of Southern California Gas Company’s Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350. X
EXHIBIT 101 -- INTERACTIVE DATA FILE
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
EXHIBIT 104 -- COVER PAGE INTERACTIVE DATA FILE
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Sempra:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SEMPRA,<br>(Registrant)
Date: May 7, 2026 By: /s/ Dyan Z. Wold
Dyan Z. Wold
Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer)
San Diego Gas & Electric Company:
--- ---
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SAN DIEGO GAS & ELECTRIC COMPANY,<br>(Registrant)
Date: May 7, 2026 By: /s/ Maritza Mekitarian
Maritza Mekitarian
Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer)
Southern California Gas Company:
--- ---
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SOUTHERN CALIFORNIA GAS COMPANY,<br>(Registrant)
Date: May 7, 2026 By: /s/ Sara P. Mijares
Sara P. Mijares
Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer)

119

Document

Exhibit 10.1

SEMPRA

COMMON STOCK (NO PAR VALUE)

AMENDMENT NO. 1 TO

ATM EQUITY OFFERING SALES AGREEMENT

May 6, 2026

AMENDMENT NO. 1 TO ATM EQUITY OFFERING SALES AGREEMENT

AMENDMENT NO. 1, dated as of May 6, 2026 (this “Amendment No. 1”), by and among Sempra, a California corporation (the “Company”), and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, each as sales agents, principals and/or forward sellers (in any such capacity, each an “Agent” and, collectively, the “Agents”), and Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank of America, N.A., Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, each as forward purchasers (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”), to that certain ATM Equity Offering Sales Agreement, dated November 6, 2024 (the “Agreement”).

W I T N E S S E T H:

WHEREAS, the Company, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as sales agents, principals and/or forward sellers (in such capacity, together the “Original Agents”), and Barclays Bank PLC, Bank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, National Association, as forward purchasers (together with the Company and the Original Agents, the “Original Parties”) are parties to the Agreement;

WHEREAS, the Original Parties wish to amend the Agreement to add (i) BMO Capital Markets Corp., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and Truist Securities, Inc., as sales agents, principals and/or forward sellers (together, the “Additional Agents”), and (ii) Bank of Montreal, BNP Paribas, Crédit Agricole Corporate and Investment Bank and Truist Bank, as forward purchasers (the “Additional Forward Purchasers” and, together with the Additional Agents, the “Additional Parties”) as parties to the Agreement and modify Section 3(u) of the Agreement;

WHEREAS, the Additional Parties wish to become parties to the Agreement, in each case with effect from and after the Company’s filing of a new automatic shelf registration statement on Form S-3, which includes a base prospectus and a new prospectus supplement relating to the Shares and the offering contemplated by the Agreement, which filing is expected to occur on or about May 15, 2026 (the “Effective Date”);

WHEREAS, the parties desire to make certain related conforming changes to the Agreement in connection with the addition of the Additional Parties; and

WHEREAS, this Amendment No. 1 shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment No. 1.

NOW, THEREFORE, in consideration of the mutual agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date hereof as follows:

Section 1. Definitions.

Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

Section 2. Representation and Warranty.

(a)The Company represents and warrants to the Agents and the Forward Purchasers that this Amendment No. 1 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company.

(b)The Company represents and warrants to the Agents and the Forward Purchasers that it is exercising its option pursuant to Section 3(u) of the Agreement to file a new automatic shelf registration statement relating to the Shares (which, upon effectiveness, shall replace the then-existing shelf registration statement relating to the Shares).

Section 3. Amendment of the Agreement.

(a)On and after the Effective Date, all references to “Agent” and “Agents” in the Agreement shall refer to each of Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC.

(b)On and after the Effective Date, all references to “Forward Purchaser” and “Forward Purchasers” in the Agreement shall refer to Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank of America, N.A., Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association.

(c)On and after the Effective Date, the sixth sentence of Section 2(b) of the Agreement is hereby amended and restated in its entirety as follows: “For the avoidance of doubt, the foregoing limitation on sales through only one Agent per Trading Day shall not apply to sales solely to employees or security holders of the Company or its subsidiaries or to a trustee or other person acquiring shares of the Company’s Common Stock for the accounts of such persons in which either Barclays, BMO Capital Markets Corp., BNP Paribas Securities Corp., BofAS, Citigroup, Credit Agricole Securities (USA) Inc., Goldman, JPM, Mizuho, MS, MUFG, RBC, Scotia, Truist Securities, Inc. or WFS is acting for the Company in a capacity other than as Agent or Forward Purchaser under this Agreement.”

(d)On and after the Effective Date, the sixth sentence of Section 3(u) of the Agreement is hereby amended and restated in its entirety as follows: “From and after the effectiveness of any such new shelf registration statement, references herein to the “Registration Statement” and references to “such registration statement” appearing in the second and third sentences of the third paragraph of this Agreement shall be deemed to mean such new registration statement, mutatis mutandis, and, from and after the filing of any such new prospectus supplement and base prospectus pursuant to Rule 424(b) of the Securities Act Regulations, references herein to the “Prospectus Supplement” and the “Base Prospectus,” the reference to the “base prospectus” appearing in the third sentence of the third paragraph of this Agreement, the reference to “a prospectus supplement” appearing in the fourth sentence of the third paragraph of this Agreement, and the reference to “such prospectus supplement” appearing in the fifth sentence of the third paragraph of this Agreement, shall be deemed to mean such new prospectus supplement or such new base prospectus, as applicable, mutatis mutandis.”

(e)On and after the Effective Date, Section 10 of the Agreement is hereby deleted in its entirety and replaced with the following:

Section 10. Notices. Except for notices expressly stated herein to be made by telephone, all notices and other communications hereunder shall be in writing and, except for notices expressly permitted herein to be made by email, shall be deemed to have been duly given if mailed or transmitted by overnight courier or telecopy. Notices to the Agents shall be directed to them at Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, facsimile: (646) 834-8133, or solely with respect to notices expressly stated herein to be made by telephone, (212) 526-3660, or solely with respect to notices expressly permitted herein to be made by email or telecopy, robert.stowe@barclays.com; BMO Capital Markets Corp., Equity-Linked Capital Markets, 151 W 42nd Street, 32nd Floor, New York, New York 10036, Attention: Equity Syndicate Department, with a copy to the Legal Department Telephone: (800) 414-3627; BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attn: Robert McDonald, e-mail: dl.nyk.ste@us.bnpparibas.com; BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: ATM Execution Team, email: dg.atm_execution@bofa.com, facsimile: (646) 855-3073, with a copy to ECM Legal, or solely with respect to notices expressly stated herein to be made by telephone, (646) 855-8901, or solely with respect to notices expressly permitted herein to be made by email or telecopy, dg.atm_execution@bofa.com or (646) 855-3073; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, facsimile: (646) 291-1469, or solely with respect to notices expressly stated herein to be made by telephone, (212) 723-7833, or solely with respect to notices expressly permitted herein to be made by email or telecopy, setg.origination@citi.com; Credit Agricole Securities (USA) Inc., 1301 Avenue of the Americas, New York, New York 10019, Attention: Douglas Cheng, telephone: (212) 261-7008, Email: douglas.cheng@ca-cib.com, equitycapitalmarkets@ca-cib.com; equitycapitalmarkets@ca-cib.com; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Michael Voris, Ryan Cunn, Equity Capital Markets, email: michael.voris@gs.com, ryan.cunn@gs.com and email notification to the following addresses: gs-reecm@ny.email.gs.com, Eq-derivs-notifications@am.ibd.gs.com, facsimile: (212) 291-5027, telephone: (212) 902-4895, or solely with respect to notices expressly stated herein to be made by telephone, (212) 902-4895, or solely with respect to notices expressly permitted herein to be made by email or telecopy, michael.voris@gs.com, ryan.cunn@gs.com, gs-reecm@ny.email.gs.com, Eq-derivs-notifications@am.ibd.gs.com and (212) 291-5027; J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Attention: Sanjeet Dewal, email: sanjeet.s.dewal@jpmorgan.com, facsimile: (212) 622-8783, or solely with respect to notices expressly stated herein to be made by telephone, (212) 622-8783, or solely with

respect to notices expressly permitted herein to be made by email or telecopy, sanjeet.s.dewal@jpmorgan.com; Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets, or solely with respect to notices expressly stated herein to be made by telephone, (212) 205-7600, or solely with respect to notices expressly permitted herein to be made by email or telecopy, ecm@mizuhogroup.com; Morgan Stanley & Co. LLC, 1585 Broadway, 6th Floor, New York, New York 10036, Attention: Ludivine Stein, Scott Finz, and Alexandra Min, email: Ludivine.stein@morganstanley.com, scott.finz@morganstanley.com, and Alexandra.min@morganstanley.com, or solely with respect to notices expressly stated herein to be made by telephone, (212) 761-2165 and (212) 761-5661, or solely with respect to notices expressly permitted herein to be made by email or telecopy, john.boyce@morganstanley.com and Brennan.scanlon@morganstanley.com; MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention: Equity Capital Markets, facsimile: (646) 434-3455, or solely with respect to notices expressly stated herein to be made by telephone, (212) 405-7456, or solely with respect to notices expressly permitted herein to be made by email or telecopy, FLOEStransactions@us.sc.mufg.jp and ECM@us.sc.mufg.jp; RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: TJ Opladen, email: tj.opladen@rbccm.com, telephone: (212) 905-5846, or solely with respect to notices expressly stated herein to be made by telephone, (212) 905-5846, or solely with respect to notices expressly permitted herein to be made by email or telecopy, tj.opladen@rbccm.com; Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, New York 10281, Attention: Equity Capital Markets, email: us.ecm@scotiabank.com, with a copy to Chief Legal Officer U.S., email: us.legal@scotiabank.com, or solely with respect to notices expressly stated herein to be made by telephone, (212) 225-6679, or solely with respect to notices expressly permitted herein to be made by email or telecopy, us.ecm@scotiabank.com and us.legal@scotiabank.com; Truist Securities, Inc., 50 Hudson Yards, 70th Floor, New York, New York 10001, Attn: Equity Capital Markets, Email: dl.atm.offering@truist.com, with a copy to: Rakesh Mangat, Managing Director, telephone: 212-303-0137, email:rakesh.mangat@truist.com; and Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Special Equities Group, email: WellsFargoSpecialEquitiesTrading@wellsfargo.com; and, notices to the Forward Purchasers shall be directed, as applicable, to Barclays Bank PLC, 745 Seventh Avenue, New York, New York 10019, Attention: Equity Linked & Financing Solutions, email: ELHSNotifications@barclays.com, telephone: (212) 526-8627; Bank of Montreal, 55 Bloor Street West, 18th Floor, Toronto, Ontario M4W 1A5, Canada, Attention: Manager, Derivatives Operations, Facsimile: (416) 552-7904, Telephone: (416) 552-4177, with a copy to: Bank of Montreal, 100 King Street West, 20th Floor, Toronto, Ontario M5X 1A1, Canada, Attention: Associate General Counsel & Managing Director, Derivatives Legal Group, Facsimile: (416) 956-2318; BNP Paribas, 787 Seventh Avenue, New York, New York 10019, Attention: Robert McDonald, Email: dl.nyk.ste@us.bnpparibas.com; Bank of America, N.A., One Bryant Park, New York, New York 10036, Attention: ATM Execution Team, email:dg.atm_execution@bofa.com, facsimile: (646) 855-3073, with a copy to ECM Legal; Citibank, N.A., 390 Greenwich Street, New York, New York 10013, Attention: Strategic Equity Solutions, email: eq.us.ses.notifications@citi.com; Crédit Agricole Corporate and Investment Bank, 12 place des États-Unis CS 70052, 92547 Montrouge Cedex, France, Attention: Legal Department, Facsimile: +33 1 41 89 64 79, + 33 1 41 89 29 86, with a copy to Mimoun Nadir, telephone: +33141899584, email: eqd-corporates-emea@ca-cib.com, with a copy to Crédit Agricole Corporate and Investment Bank, c/o Credit Agricole Securities (USA) Inc., 1301 Avenue of the Americas, New York, New York 10019, Attention: Antoine Jounet and Jonathan Fecowicz, telephone: (212) 261-7372, (212) 261-3546, email:

antoine.jounet@ca-cib.com, jonathan.fecowicz@ca-cib.com; antoine.jounet@ca-cib.com; Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Michael Voris, Ryan Cunn, Equity Capital Markets, email: michael.voris@gs.com, ryan.cunn@gs.com and email notification to the following addresses: gs-reecm@ny.email.gs.com, Eq-derivs-notifications@am.ibd.gs.com, facsimile: (212) 291-5027, telephone: (212) 902-4895; JPMorgan Chase Bank, National Association, 270 Park Avenue, New York, New York 10017, Attention: EDG Marketing Support, email: edg_notices@jpmorgan.com and edg_ny_corporate_sales_support@jpmorgan.com, with a copy to Sanjeet Dewal, email: sanjeet.s.dewal@jpmorgan.com; Mizuho Markets Americas LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets; Morgan Stanley & Co. LLC, 1585 Broadway, 6th Floor, New York, New York 10036, Attention: Ludivine Stein, Scott Finz and Alexandra Min, email: Ludivine.stein@morganstanley.com, scott.finz@morganstanley.com and Alexandra.min@morganstanley.com; MUFG Securities EMEA plc, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9AJ, United Kingdom, Attention: Derivative Confirmations, email: docsconfirms@int.sc.mufg.jp, facsimile: +44 (0) 20 7577 2898/2875, telephone: +44 (0)207 577 4051, with a copy to ECM@us.sc.mufg.jp; Royal Bank of Canada, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: TJ Opladen, email: tj.opladen@rbccm.com, telephone: (212) 905-5846; The Bank of Nova Scotia at 44 King Street West, Toronto, Ontario, M5H 1H1 Canada, c/o Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, New York 10281, Attention: U.S. Equity Derivatives; Truist Bank, 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity Capital Markets, Email: dl.atm.offering@truist.com; and Wells Fargo Bank, National Association, 500 West 33rd Street, New York, New York 10001, Attention: Special Equities Group and Corporate Equity Derivatives, or email: WellsFargoSpecialEquitiesTrading@wellsfargo.com and CorporateDerivativeNotifications@wellsfargo.com; and notices to the Company shall be directed to it at Sempra, 488 8th Avenue, San Diego, California 92101, Attention: Treasurer, with a copy to the General Counsel or, solely with respect to notices expressly stated herein to be made by telephone, (619) 676-2488, or solely with respect to notices expressly permitted herein to be made by email or telecopy, SempraCorpFin@sempra.com.

(f)On and after the Effective Date, Schedule I of the Agreement is hereby deleted in its entirety and replaced with Schedule I attached hereto.

(g)On and after the Effective Date, the first paragraph of Annex I of the Agreement is amended and restated in its entirety and replaced with the following:

Sempra, a California corporation (the “Company”), proposes, on the basis of the representations and warranties, and subject to the terms and conditions, stated herein and in the ATM Equity Offering Sales Agreement, dated November 6, 2024, as amended (the “Sales Agreement”), between the Company and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agents, principals and/or forward sellers (in any such capacity, each an “Agent”, and collectively, the “Agents”) and Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank of America, N.A., Citibank,

N.A., Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association each as forward purchaser (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”) to issue and sell to [●], [●], [●] and [●] as principal for resale (collectively, the “Underwriters”), and the Underwriters severally agree to purchase from the Company, the shares of Common Stock specified in the Schedule A hereto (the “[Initial] Securities”) [, and to grant to the Underwriters the option to purchase the additional shares of Common Stock specified in Schedule A hereto (the “Option Securities”, and together with the Initial Securities, the “Securities”)]*,[in each case]* on the terms specified herein, including Schedule A hereto, and in the Sales Agreement. Capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Sales Agreement.

(h)Notwithstanding anything to the contrary contained herein, this Amendment No. 1 shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Agreement and the rights and obligations of the parties thereunder insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “Registration Statement,” “Base Prospectus,” “Prospectus Supplement,” “Agent,” “Agents,” “Forward Purchaser” and “Forward Purchasers” contained in the Agreement prior to the Effective Date.

Section 4. No Other Amendments. Except as expressly set forth herein, all of the terms and provisions of the Agreement shall continue in full force and effect.

Section 5. GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 6. Trial by Jury; Consent to Jurisdiction; Waiver of Immunity. Section 14 and Section 16 of the Agreement are hereby incorporated by reference into this Amendment No. 1 and shall apply mutatis mutandis hereto.

Section 7. Entire Agreement. The Agreement, as amended by this Amendment No. 1, and any Confirmation, if applicable, represents the entire agreement between the Company, each Agent and each Forward Purchaser with respect to the preparation of any Registration Statement, Prospectus Supplement or the Prospectus, the conduct of the offering and the sale and distribution of the Shares.

Section 8. Execution in Counterparts. This Amendment No. 1 may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Amendment No. 1 shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and electronic signatures (including, without limitation, DocuSign and AdobeSign), and this Amendment No. 1 may be executed, attested and transmitted by any of the foregoing electronic means and formats. The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

[SIGNATURE PAGES FOLLOW]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Agents, the Forward Purchasers and the Company in accordance with its terms.

Very truly yours,<br><br>Sempra
By: /s/ Patrick S. Billings
Name: Patrick S. Billings
Title:Vice President and
Treasurer

Accepted as of the date first written above

By: Barclays Capital Inc.
By: /s/ Gabrielle LeBlanc
Name: Gabrielle LeBlanc
Title: Director
By: BMO Capital Markets Corp.
--- ---
By: /s/ Brad Pavelka
Name: Brad Pavelka
Title: Managing Director
By: BNP Paribas Securities Corp.
--- ---
By: /s/ Robert McDonald
Name: Robert McDonald
Title: Managing Director
By: BofA Securities, Inc.
--- ---
By: /s/ Partho Sanyal
Name: Partho Sanyal
Title: Managing Director
By: Citigroup Global Markets Inc.
--- ---
By: /s/ Ashwani Khubani
Name: Ashwani Khubani
Title: Authorized Signatory
By: Credit Agricole Securities (USA) Inc.
--- ---
By: /s/ Jean-Marc Nguyen
Name: Jean-Marc Nguyen
Title: Managing Director
By: /s/ Douglas Cheng
Name: Douglas Cheng
Title: Managing Director
By: Goldman Sachs & Co. LLC
--- ---
By: /s/ Michael Voris
Name: Michael Voris
Title: Managing Director
By: J.P. Morgan Securities LLC
--- ---
By: /s/ Sanjeet Dewal
Name: Sanjeet Dewal
Title: Managing Director
By: Mizuho Securities USA LLC
--- ---
By: /s/ James Watts
Name: James Watts
Title: Managing Director
By: Morgan Stanley & Co. LLC
--- ---
By: /s/ Daniel J. F. McCullough
Name: Daniel J. F. McCullough
Title: Executive Director
By: MUFG Securities Americas Inc.
--- ---
By: /s/ Geoffrey Paul
Name: Geoffrey Paul
Title: Managing Director
By: RBC Capital Markets, LLC
--- ---
By: /s/ Patrick Hamer
Name: Patrick Hamer
Title: Managing Director
By: Scotia Capital (USA) Inc.
--- ---
By: /s/ Tim Mann
Name: Tim Mann
Title: Managing Director
By: Truist Securities, Inc.
--- ---
By: /s/ Geoffrey Fennel
Name: Geoffrey Fennel
Title: Director
By: Wells Fargo Securities, LLC
--- ---
By: /s/ Michael Tiedemann
Name: Michael Tiedemann
Title: Managing Director
As Agents

Accepted as of the date first written above

By: Barclays Bank PLC
By: /s/ Kevin Cheng
Name: Kevin Cheng
Title: Managing Director
By: Bank of Montreal
--- ---
By: /s/ Brian Riley
Name: Brian Riley
Title: Managing Director, Global Equity Capital Markets
By: BNP Paribas
--- ---
By: /s/ Robert McDonald
Name: Robert McDonald
Title: Managing Director
By: /s/ John Nunziata
Name: John Nunziata
Title: Managing Director
By: Bank of America, N.A.
--- ---
By: /s/ Eric Coghlin
Name: Eric Coghlin
Title: Managing Director
By: Citibank, N.A.
--- ---
By: /s/ Eric Natelson
Name: Eric Natelson
Title: Authorized Signatory
By: Crédit Agricole Corporate and Investment Bank
--- ---
By: Credit Agricole Securities (USA) Inc., as Agent
By: /s/ Lydie Michel
Name: Lydie Michel
Title: Managing Director
By: /s/ Rachel Tresser
Name: Rachel Tresser
Title: Managing Director
By: Goldman Sachs & Co. LLC
--- ---
By: /s/ Michael Voris
Name: Michael Voris
Title: Managing Director
By: JPMorgan Chase Bank, National Association
--- ---
By: /s/ Sanjeet Dewal
Name: Sanjeet Dewal
Title: Managing Director
By: Mizuho Markets Americas LLC
--- ---
By: /s/ Matthew Chiavaroli
Name: Matthew Chiavaroli
Title: Managing Director
By: Morgan Stanley & Co. LLC
--- ---
By: /s/ Ellen Weinstein
Name: Ellen Weinstein
Title: Managing Director
By: MUFG Securities EMEA plc
--- ---
By: /s/ Catherine Lucas
Name: Catherine Lucas
Title: Authorized Signatory
By: Royal Bank of Canada
--- ---
By: /s/ Chris Amery
Name: Chris Amery
Title: Managing Director
By: The Bank of Nova Scotia
--- ---
By: /s/ Tim Mann
Name: Tim Mann
Title: Managing Director
By: Truist Bank
--- ---
By: /s/ Rakesh Mangat
Name: Rakesh Mangat
Title: Managing Director
By: Wells Fargo Bank, National Association
--- ---
By: /s/ Christine Roemer
Name: Christine Roemer
Title: Managing Director
As Forward Purchasers

SCHEDULE I

Barclays Bank PLC<br><br>1 Churchill Place<br><br>London E14 5HP<br><br>United Kingdom Barclays Capital Inc.<br><br>745 Seventh Avenue<br><br>New York, New York 10019
Bank of Montreal<br><br>55 Bloor Street West, 18th Floor<br><br>Toronto, Ontario M4W 1A5<br><br>Canada BMO Capital Markets Corp.<br><br>151 W 42nd Street, 32nd Floor<br><br>New York, New York 10036
BNP Paribas<br><br>787 Seventh Avenue<br><br>New York, New York 10019 BNP Paribas Securities Corp.<br><br>787 Seventh Avenue<br><br>New York, New York 10019
Bank of America, N.A.<br><br>c/o BofA Securities, Inc.<br><br>One Bryant Park<br><br>New York, New York 10036 BofA Securities, Inc.<br><br>One Bryant Park<br><br>New York, New York 10036
Citibank, N.A.,<br><br>390 Greenwich Street,<br><br>New York, New York 10013 Citigroup Global Markets Inc.<br><br>388 Greenwich Street<br><br>New York, New York 10013
Crédit Agricole Corporate and Investment Bank<br><br>c/o Credit Agricole Securities (USA) Inc., as agent<br><br>1301 Avenue of the Americas<br><br>New York, New York 10019 Credit Agricole Securities (USA) Inc.<br><br>1301 Avenue of the Americas<br><br>New York, New York 10019
Goldman Sachs & Co. LLC<br><br>200 West Street<br><br>New York, New York 10282 Goldman Sachs & Co. LLC<br><br>200 West Street<br><br>New York, New York 10282
JPMorgan Chase Bank, National Association<br><br>270 Park Avenue<br><br>New York, New York 10017 J.P. Morgan Securities LLC<br><br>270 Park Avenue<br><br>New York, New York 10017
Mizuho Markets Americas LLC<br><br>c/o Mizuho Securities USA LLC<br><br>1271 Avenue of the Americas<br><br>New York, New York 10020 Mizuho Securities USA LLC<br><br>1271 Avenue of the Americas<br><br>New York, New York 10020
Morgan Stanley & Co. LLC<br><br>1585 Broadway<br><br>New York, New York 10036 Morgan Stanley & Co. LLC<br><br>1585 Broadway<br><br>New York, New York 10036
MUFG Securities EMEA plc<br><br>Ropemaker Place, 25 Ropemaker Street<br><br>London, EC2Y 9AJ MUFG Securities Americas Inc.<br><br>1221 Avenue of the Americas<br><br>New York, New York 10020
Royal Bank of Canada<br><br>c/o RBC Capital Markets, LLC<br><br>200 Vesey Street<br><br>New York, New York 10281 RBC Capital Markets, LLC<br><br>200 Vesey Street<br><br>New York, New York 10281
The Bank of Nova Scotia<br><br>44 King Street West<br><br>Central Mail Room<br><br>Toronto, Ontario, Canada M5H 1H1 Scotia Capital (USA) Inc.<br><br>250 Vesey Street, 24th Floor<br><br>New York, New York 10281
--- ---
Truist Bank<br><br>50 Hudson Yards, 70th Floor<br><br>New York, New York 10001 Truist Securities, Inc.<br><br>50 Hudson Yards, 70th Floor<br><br>New York, New York 10001
Wells Fargo Bank, National Association<br><br>500 West 33rd Street, 14th Floor<br><br>New York, New York 10001 Wells Fargo Securities, LLC<br><br>500 West 33rd Street, 14th Floor<br><br>New York, New York 10001
As Forward Purchasers As Agents

Document

Exhibit 10.6

Date: April 8, 2026
To: Rodger Schwecke
From: Caroline Winn
Subject: Retention Agreement and Confirmation of Exception to Age 65 Retirement

Due to compelling business reasons, Southern California Gas Company (SoCalGas) desires to extend your mandatory retirement date until October 1, 2026 (Retirement Date). Effective April 18, 2026, you agree to assume the role of President of SoCalGas on an interim basis, in addition to your position of Chief Operating Officer. As a result of the extension of your mandatory retirement date, you are no longer eligible to participate in the 2026 Voluntary Retirement Enhancement Program (“2026 VREP”), in which you previously elected to participate. In recognition of this change and in consideration of your agreement to remain employed through the Retirement Date, SoCalGas will provide you with a monetary incentive in the total amount of $150,000, subject to applicable taxes and withholdings.

You may accept this offer by signing below and returning a signed copy to me.

1.Continued Employment Requirement You must remain an active, full-time, regular employee of SoCalGas in good standing through the Retirement Date. If, prior to that date, SoCalGas reassigns or transfers you to a lateral position with different responsibilities, you will remain eligible for the retention payment described below, provided all other conditions of this Agreement are met. You agree that a transfer or reassignment of your position prior to your Retirement Date, will not trigger payment under your Severance Pay Agreement, dated March 1, 2023.

You will not be eligible for the retention bonus if you do not remain employed with SoCalGas through the end date of the retention period under any of the following circumstances: (a) because you resign; (b) due to your death or inability to perform the essential functions of your job, with or without accommodation, due to disability; or, (c) because the company terminates your employment for Cause. “Cause” for purposes of this agreement shall mean: (a) conviction of a crime of moral turpitude; (b) willful neglect of duties; or, (c) misconduct in the course and scope of employment.

2.Retention Bonus Amount and Payment Date You will earn a retention bonus in the amount of $150,000 upon satisfying the requirements set forth above through the Retirement Date. Payment will be made within 15 business days following the end of the retention period.

3.Prior VREP Agreement You acknowledge and agree that you are not eligible for the 2026 VREP and your prior election to participate is revoked.

The retention bonus payment will not be benefits attracting, which means that it will not be included in the basis for calculating incentive compensation or for pension benefits, nor can it be deferred under the company’s deferred compensation plans.

Sincerely,
/s/ Caroline Winn
Caroline Winn, Executive Vice President and Chairman of the Board

By my signature below, I agree that I have reviewed and accepted the terms of this Agreement and that I understand that this Agreement does not alter my at-will employment status.

/s/ Rodger R. Schwecke 04/08/2026
Rodger R Schwecke Date

CC: Personnel File

Document

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14

I, J. Walker Martin, certify that:

1.    I have reviewed this report on Form 10-Q of Sempra;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 7, 2026 /s/ J. Walker Martin
J. Walker Martin
Chief Executive Officer

Document

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14

I, Karen L. Sedgwick, certify that:

1.    I have reviewed this report on Form 10-Q of Sempra;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 7, 2026 /s/ Karen L. Sedgwick
Karen L. Sedgwick
Chief Financial Officer

Document

EXHIBIT 31.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14

I, Scott B. Crider, certify that:

1.    I have reviewed this report on Form 10-Q of San Diego Gas & Electric Company;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 7, 2026 /s/ Scott B. Crider
Scott B. Crider
President

Document

EXHIBIT 31.4

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14

I, Valerie A. Bille, certify that:

1.    I have reviewed this report on Form 10-Q of San Diego Gas & Electric Company;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 7, 2026 /s/ Valerie A. Bille
Valerie A. Bille
Chief Financial Officer

Document

EXHIBIT 31.5

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14

I, Rodger R. Schwecke, certify that:

1.    I have reviewed this report on Form 10-Q of Southern California Gas Company;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 7, 2026 /s/ Rodger R. Schwecke
Rodger R. Schwecke
President

Document

EXHIBIT 31.6

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULES 13a-14 AND 15d-14

I, Valerie A. Bille, certify that:

1.    I have reviewed this report on Form 10-Q of Southern California Gas Company;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 7, 2026 /s/ Valerie A. Bille
Valerie A. Bille
Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned principal executive officer of Sempra (the "Company") certifies that:

(i)the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2026 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 7, 2026 /s/ J. Walker Martin
J. Walker Martin
Chief Executive Officer

Document

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned principal financial officer of Sempra (the "Company") certifies that:

(i)the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2026 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 7, 2026 /s/ Karen L. Sedgwick
Karen L. Sedgwick
Chief Financial Officer

Document

Exhibit 32.3

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned principal executive officer of San Diego Gas & Electric Company (the "Company") certifies that:

(i)the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2026 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 7, 2026 /s/ Scott B. Crider
Scott B. Crider
President

Document

Exhibit 32.4

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned principal financial officer of San Diego Gas & Electric Company (the "Company") certifies that:

(i)the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2026 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 7, 2026 /s/ Valerie A. Bille
Valerie A. Bille
Chief Financial Officer

Document

Exhibit 32.5

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned principal executive officer of Southern California Gas Company (the "Company") certifies that:

(i)the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2026 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 7, 2026 /s/ Rodger R. Schwecke
Rodger R. Schwecke
President

Document

Exhibit 32.6

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Sec 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned principal financial officer of Southern California Gas Company (the "Company") certifies that:

(i)the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarter ended March 31, 2026 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 7, 2026 /s/ Valerie A. Bille
Valerie A. Bille
Chief Financial Officer

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