Commission File No. | Exact Name of Registrants as Specified in their Charters, Address and Telephone Number | State of Incorporation | I.R.S. Employer Identification Nos. | 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 | | |||||||||
1-01402 | SOUTHERN CALIFORNIA GAS COMPANY | | California | 95-1240705 | No change | |||||
| 555 West 5th Street | ||||||||||
Los Angeles, California 90013 | ||||||||||
| (213) 244-1200 | ||||||||||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
SEMPRA: | ||||
| Sempra Common Stock, without par value | SRE | New York Stock Exchange | ||
| Sempra 5.75% Junior Subordinated Notes Due 2079, $25 par value | SREA | New York Stock Exchange | ||
SOUTHERN CALIFORNIA GAS COMPANY: | ||||
| None | ||||
Emerging growth company | ||
SEMPRA | ☐ | |
SOUTHERN CALIFORNIA GAS COMPANY | ☐ |
SEMPRA | ☐ | |
SOUTHERN CALIFORNIA GAS COMPANY | ☐ |
Item 8.01 Other Events.
On August 17, 2026, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra, entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, as the representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, severally and not jointly, $500,000,000 aggregate principal amount of its 5.500% First Mortgage Bonds, Series GGG, due 2036 (the “Bonds”) for resale at a public offering price of 99.405% of the aggregate principal amount of the Bonds, in a registered public offering under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-295219). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. These securities are only offered by means of the prospectus supplement and related prospectus referred to above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Exhibit Description | |
| 1.1 | Underwriting Agreement, dated August 17, 2026, among Southern California Gas Company and Barclays Capital Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and TD Securities (USA) LLC, as the representatives of the several underwriters named therein. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| SEMPRA, | ||||||
| (Registrant) | ||||||
| Date: August 18, 2026 |
| By: | /s/ Dyan Z. Wold | |||
| Dyan Z. Wold Vice President, Controller and Chief Accounting Officer | ||||||
| SOUTHERN CALIFORNIA GAS COMPANY, | ||||||
| (Registrant) | ||||||
| Date: August 18, 2026 |
| By: | /s/ Elvia Lima Ortiz | |||
| Elvia Lima Ortiz Vice President, Controller and Chief Accounting Officer | ||||||