Form 4: Sempra CEO Acquires Phantom Shares in Deferred Plan

Sempra's Chairman, CEO, and President, Jeffrey W. Martin, acquired 2,098.24 phantom shares under a deferred compensation plan.

Summary

• Jeffrey W. Martin, Sempra's Chairman, CEO, and President, acquired 2,098.24 phantom shares of Sempra Common Stock.
• The acquisition occurred under Sempra's deferred compensation plan on March 19, 2026.
• The phantom shares were acquired at a price of $95.32 per share, totaling an acquisition cost of $200,000.
• Phantom shares are convertible on a 1-for-1 basis, are immediately exercisable, and are payable in cash, with the option to transfer to an alternative investment account.
• Following this transaction, Martin indirectly holds 2,098.24 phantom shares and directly holds 212,992.39 common shares.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading strategy.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as it represents an executive increasing their exposure to the company's stock performance through a deferred compensation mechanism. While the phantom shares are cash-settled, they still align management's financial interests with Sempra's share price movements.

Positives

• An executive acquiring shares, even phantom shares, can signal confidence in the company's future performance and strategic direction.
• The acquisition is part of a deferred compensation plan, indicating a structured, long-term incentive for the executive.
• The transaction being under a Rule 10b5-1(c) plan demonstrates a commitment to transparent and pre-planned equity management.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that executive acquisitions of company stock, even through deferred compensation plans, are generally viewed positively by the market as they align management's interests with those of shareholders. This is a standard practice for executive incentive programs in the utilities sector.

Comparison to Industry Standards

• The acquisition of phantom shares as part of a deferred compensation plan is a common executive incentive structure across various industries, including utilities, aligning executive pay with long-term company performance.
• Similar deferred compensation plans are utilized by executives at peer companies such as Duke Energy (DUK) and NextEra Energy (NEE), where a portion of executive compensation is tied to company stock performance or phantom stock units.
• The Rule 10b5-1 plan designation indicates a pre-arranged trading plan, a standard practice for executives to avoid accusations of insider trading and manage their equity holdings systematically.

Stakeholder Impact

• Shareholders: Potentially positive, as increased executive ownership, even through phantom shares, can align management's interests with shareholder value creation.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of phantom shares by Sempra's CEO as part of a deferred compensation plan under a Rule 10b5-1 plan. While it signals continued executive confidence and alignment, it is not an open-market purchase of common stock and does not present new fundamental information that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific insider transaction.

Keywords

Sempra, SRE, Jeffrey W. Martin, Insider Transaction, Form 4, Phantom Shares, Deferred Compensation, Executive Compensation, Stock Acquisition, Rule 10b5-1