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CACA00010322080000086521falsefalseSempra 5.75% Junior Subordinated Notes Due 2079, $25 par value 0001032208 2026-03-20 2026-03-20 0001032208 sre:SanDiegoGasElectricCompanyMember 2026-03-20 2026-03-20 0001032208 us-gaap:CommonStockMember 2026-03-20 2026-03-20 0001032208 sre:SempraEnergy575JuniorSubordinatedNotesDue2079Member 2026-03-20 2026-03-20
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2026
 
 
 
Commission
File Number
 
Exact Name of Registrants
as Specified in their
Charters, Address and
Telephone Number
 
State of Incorporation
 
I.R.S. Employer
Identification Nos.
 
Former name or former
address, if changed
since last report
1-14201
 
SEMPRA
488 8th Avenue
San Diego
California
 92101
(619)
696-2000
 
California
 
33-0732627
 
No change
1-03779
 
SAN DIEGO GAS & ELECTRIC COMPANY
8330 Century Park Court
San Diego
California
 92123
(619)
696-2000
 
California
 
95-1184800
 
No change
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
 
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))
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
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
San Diego Gas & Electric Company:    
None
   
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
 
    
Emerging growth

company
Sempra
  
San Diego Gas & Electric Company
  
If an emerging growth company, indicate by check mark if the registrant has 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.
 
Sempra
  
San Diego Gas & Electric Company
  
 
 
 
 

Item 8.01 Other Events.
On March 20, 2026, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra, closed its previously announced public offering and sale of $625,000,000 aggregate principal amount of its 5.200% First Mortgage Bonds, Series DDDD, due 2036 (the “Series DDDD Bonds”) and $475,000,000 aggregate principal amount of its 5.950% First Mortgage Bonds, Series EEEE, due 2056 (the “Series EEEE Bonds”) with proceeds to the Company (after deducting the underwriting discount but before deducting the Company’s other offering expenses estimated at approximately $2.6 million) of (i) 99.104% of the aggregate principal amount of the Series DDDD Bonds, and (ii) 98.517% of the aggregate principal amount of the Series EEEE Bonds. The sale of the Series DDDD Bonds and Series EEEE Bonds was registered under the Company’s Registration Statement on Form
S-3
(File
No. 333-269677).
The Series DDDD Bonds were issued pursuant to the Seventy-Eighth Supplemental Indenture, dated as of March 20, 2026, which is filed herewith as Exhibit 4.1. The Series DDDD Bonds will mature on March 15, 2036. The Series DDDD Bonds will bear interest at the rate of 5.200% per annum. Interest on the Series DDDD Bonds will accrue from March 20, 2026 and is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series DDDD Bonds will be redeemable prior to maturity at the redemption prices and under the circumstances described in the form of Series DDDD Bond, which form is included in Exhibit 4.1 hereto.
The Series EEEE Bonds were issued pursuant to the Seventy-Ninth Supplemental Indenture, dated as of March 20, 2026, which is filed herewith as Exhibit 4.2. The Series EEEE Bonds will mature on March 15, 2056. The Series EEEE Bonds will bear interest at the rate of 5.950% per annum. Interest on the Series EEEE Bonds will accrue from March 20, 2026 and is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series EEEE Bonds will be redeemable prior to maturity at the redemption prices and under the circumstances described in the form of Series EEEE Bond, which form is included in Exhibit 4.2 hereto.
The foregoing descriptions of some of the terms of the Series DDDD Bonds and Series EEEE Bonds are not complete and are qualified in their entirety by the form of Series DDDD Bond and the Seventy-Eighth Supplemental Indenture and the form of Series EEEE Bond and the Seventy-Ninth Supplemental Indenture, which are filed as exhibits herewith and are incorporated herein by reference. Further information regarding the sale of the Series DDDD Bonds and Series EEEE Bonds is contained in the Underwriting Agreement, dated March 16, 2026, which was filed as Exhibit 1.1 to the Company’s Current Report on Form
8-K
filed with the U.S. Securities and Exchange Commission on March 17, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
Number
  
Description of Exhibit
4.1    Seventy-Eighth Supplemental Indenture, dated as of March 20, 2026.
4.2    Seventy-Ninth Supplemental Indenture, dated as of March 20, 2026.
4.3    Form of Series DDDD Bond (included in Exhibit 4.1 hereto).
4.4    Form of Series EEEE Bond (included in Exhibit 4.2 hereto).
5.1    Opinion of Latham & Watkins LLP.
23.1    Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE
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.
 
Date: March 20, 2026    
SEMPRA
    By:  
/s/ Dyan Wold
      Dyan Wold
      Vice President, Controller and Chief Accounting Officer
 
Date: March 20, 2026    
SAN DIEGO GAS & ELECTRIC COMPANY
    By:  
/s/ Maritza Mekitarian
     
Maritza Mekitarian
Vice President, Controller and Chief Accounting Officer