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SEMPRA - EQUITY AND EARNINGS PER COMMON SHARE | 9 Months Ended
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Sep. 30, 2025
Earnings Per Share [Abstract] |
SEMPRA – EQUITY AND EARNINGS PER COMMON SHARE | SEMPRA – EQUITY AND EARNINGS PER COMMON SHARE SERIES C PREFERRED STOCK On September 10, 2025, we provided notice of the redemption of all 900,000 issued and outstanding shares of our series C preferred stock for a redemption price in cash of $1,000 per share. Because this notice made redemption unconditional and certain to occur, we reclassified $900 million from Preferred Stock in equity to Mandatorily Redeemable Preferred Stock in current liabilities on our Condensed Consolidated Balance Sheet, and the formerly outstanding 900,000 shares of series C preferred stock have been returned to the status of authorized and unissued shares. After this reclassification, we recognized $11 million of capitalized underwriting discount and equity issuance costs in Preferred Deemed Dividends and $4 million of accrued dividends through October 14, 2025 in Interest Expense on our Condensed Consolidated Statement of Operations. On October 15, 2025, we effected and paid $900 million for the redemption of all 900,000 shares of our series C preferred stock using proceeds received from our August 2025 issuance of junior subordinated notes and short-term debt, which we discuss in Note 7. 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 September 30, 2025, 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. Forward Sale Agreements Since establishing the ATM program, an aggregate of 4,996,591 shares have been sold under the forward sale agreements described below with an average initial forward price of $83.175. Such average initial forward price is weighted to take into account the number of shares sold under each forward sale agreement. In the fourth quarter of 2024, we entered into a forward sale agreement under the ATM program with Bank of America, N.A. as forward purchaser. From time to time during the quarter at our instruction, the forward purchaser borrowed, and an affiliate of the forward purchaser sold, 2,909,274 shares of Sempra common stock under this agreement. At the initial forward price of $92.1546 per share, the proceeds from this forward sale agreement if we elect full physical settlement would be approximately $268 million (net of sales commissions of approximately $2.4 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). At September 30, 2025, a total of 2,909,274 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us no later than June 30, 2026. In the first quarter of 2025, we entered into a forward sale agreement under the ATM program with Wells Fargo Bank, N.A. as forward purchaser. From time to time during the quarter at our instruction, the forward purchaser borrowed, and an affiliate of the forward purchaser sold, 2,087,317 shares of Sempra common stock under this agreement. At the initial forward price of $70.6593 per share, the proceeds from this forward sale agreement if we elect full physical settlement would be approximately $147 million (net of sales commissions of approximately $1.3 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). At September 30, 2025, a total of 2,087,317 shares of Sempra common stock remain subject to future settlement under this forward sale agreement, which may be settled on one or more dates specified by us no later than March 31, 2027. 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. 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. COMMON STOCK REPURCHASES In the nine months ended September 30, 2025 and 2024, we withheld 684,447 shares for $58 million and 565,571 shares for $41 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. The following table summarizes net income attributable to Sempra and transfers (to) from 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 NCI
(Dollars in millions)
| Three months ended |  | Nine months ended
| September 30, 2025
Sempra: |  |  |
Net income attributable to Sempra | $ | 95 |  |  | $ | 1,485 |
Transfers (to) from NCI: |  |  |
Increase in shareholders’ equity from investor equity subscription | 16 |  |  | 16 |
Increase in shareholders’ equity from allocation of interests(1) | 635 |  |  | 635 |
Net transfers (to) from NCI | 651 |  |  | 651 |
Change from net income attributable to Sempra and transfers (to) from NCI | $ | 746 |  |  | $ | 2,136 |
(1) We describe the allocation of interests in Note 10. 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 September 30, 2025, 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 September 30, |  | Nine months ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Sempra: |  |  |  |  |  |  |
Numerator: |  |  |  |  |  |  |
Earnings attributable to common shares | $ | 77 |  |  | $ | 638 |  |  | $ | 1,444 |  |  | $ | 2,152 |
Denominator: |  |  |  |  |  |  |
Weighted-average common shares outstanding for basic EPS(1) | 652,948 |  |  | 633,752 |  |  | 652,538 |  |  | 633,342 |
Dilutive effect of common shares sold forward | 267 |  |  | 2,312 |  |  | 123 |  |  | 1,375 |
Dilutive effect of stock options and RSUs(2) | 794 |  |  | 1,997 |  |  | 759 |  |  | 1,849 |
Weighted-average common shares outstanding for diluted EPS | 654,009 |  |  | 638,061 |  |  | 653,420 |  |  | 636,566 |
EPS: |  |  |  |  |  |  |
Basic | $ | 0.12 |  |  | $ | 1.01 |  |  | $ | 2.21 |  |  | $ | 3.40 |
Diluted | $ | 0.12 |  |  | $ | 1.00 |  |  | $ | 2.21 |  |  | $ | 3.38 |
(1) Includes 492 and 615 fully vested RSUs held in our Deferred Compensation Plan for the three months ended September 30, 2025 and 2024, respectively, and 502 and 616 of such RSUs for the nine months ended September 30, 2025 and 2024, 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 13 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 and nine months ended September 30, 2025 excludes 331,462 and 743,454 potentially dilutive shares, respectively, and the computation of diluted EPS for the three months and nine months ended September 30, 2024 excludes 450,243 and 996,966 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. Pursuant to Sempra’s share-based compensation plans, the Compensation and Talent Development Committee of Sempra’s board of directors granted 303,614 nonqualified stock options, 628,413 performance-based RSUs and 260,012 service-based RSUs in the nine months ended September 30, 2025, primarily in January. We discuss share-based compensation plans and related awards and the terms and conditions of Sempra’s equity securities further in Notes 11, 12 and 13 of the Notes to Consolidated Financial Statements in the Annual Report.

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