Sempra Files 8-K: Regulation FD, Other Events, Exhibits

TL;DR

Sempra dropped an 8-K on 9/23 covering 9/22 events - Reg FD, other stuff, and financials.

AI Summary

On September 22, 2025, Sempra filed an 8-K to report on various events, including a Regulation FD Disclosure, other events, and financial statements and exhibits. The filing was made on September 23, 2025, and pertains to Sempra's operations in the Gas & Other Services sector.

Why It Matters

This 8-K filing provides timely updates on Sempra's corporate activities and financial reporting, which are crucial for investors to assess the company's current status and future outlook.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and financial information, not indicating any immediate material adverse changes.

Key Players & Entities

• Sempra (company) — Registrant
• September 22, 2025 (date) — Date of earliest event reported
• September 23, 2025 (date) — Date of report
• California (location) — State of incorporation
• 488 8th Avenue, San Diego, California 92101 (address) — Principal executive offices

FAQ

Key Financial Figures

• $25 — 75% Junior Subordinated Notes Due 2079, $25 par value SREA New York Stock Exchange
• $9.99 b — for an aggregate base purchase price of $9.99 billion, subject to the adjustments descr
• $4.65 billion — will be paid to Sempra as follows: (i) $4.65 billion will be paid in cash at the closing (th
• $4.14 billion — sh at the closing (the "Closing"); (ii) $4.14 billion plus interest compounded quarterly at 7
• $4.72 billion — d quarterly at 7.5% per annum (totaling $4.72 billion with principal and accrued interest unl
• $1.2 billion — letters (the "Instruments"); and (iii) $1.2 billion plus interest compounded quarterly at 8
• $2.24 billion — nd 10.0% per annum thereafter (totaling $2.24 billion with principal and accrued interest unl
• $337.5 million — transaction fees of the KKR Partners of $337.5 million will be deducted from the purchase pric
• $340 million — the Closing and a development credit of $340 million will be payable by Sempra over two year
• $300 million — pra and the KKR Partners will amend the $300 million promissory note issued by one of the KK
• $414 million — empra will receive a termination fee of $414 million. Any party may generally terminate the
• $500 million — ord income tax expense of approximately $500 million to (i) adjust deferred income tax liabi
• $400 million — second quarter of 2025 of approximately $400 million. Under the A&R LPA, Sempra will be re
• $14 b — tures for the project are approximately $14 billion, including, among other items, pr
• $2 billion — roject contingency and an approximately $2 billion true-up payment to the PA LNG Phase 1 p

Filing Documents

• sempra-20250922.htm (8-K) — 59KB
• ex99_1xpresentationslide.htm (EX-99.1) — 3KB
• ex99_1xpresentationslide001.jpg (GRAPHIC) — 101KB
• sempra-20250922_g1.jpg (GRAPHIC) — 119KB
• 0001032208-25-000055.txt ( ) — 666KB
• sempra-20250922.xsd (EX-101.SCH) — 3KB
• sempra-20250922_def.xml (EX-101.DEF) — 15KB
• sempra-20250922_lab.xml (EX-101.LAB) — 27KB
• sempra-20250922_pre.xml (EX-101.PRE) — 16KB
• sempra-20250922_htm.xml (XML) — 4KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On the date of this filing, Sempra distributed a slide presentation containing information about the transactions described in this report. A slide from that presentation detailing the purchase price payments and adjustments for the Sempra Infrastructure Partners equity selldown as described above is furnished herewith as Exhibit 99.1. The information furnished in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing of Sempra, whether made before or after the date hereof, regardless of any general incorporation language in any such filing. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 99.1 Presentation slide distributed September 23, 2025. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Forward-Looking Statements

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 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. In this report, 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: counterparty risk with respect to Closing and post-Closing payments; the ability to satisfy the conditions to Closing, including the receipt of regulatory and other approvals; the ability to achieve the anticipated benefits of the transactions described herein; the effects on such transactions of industry, market, economic, political or regulatory conditions outside of Sempra's control; the effects on such transactions of disruptions to Sempra Infrastructure Partners' businesses; transaction costs and purchase price adjustmen