Form 4: Sempra Director Acquires Phantom Shares

Sempra Director Kevin C. Sagara acquired 140.04 phantom shares as part of his director compensation, increasing his beneficial ownership to 3,913.93 shares.

Summary

• Kevin C. Sagara, a Director of Sempra (SRE), acquired 140.04 phantom shares.
• The transaction occurred on October 1, 2025, as director compensation.
• The phantom shares have an implied value of $89.26 per share.
• Following this acquisition, Sagara beneficially owns a total of 3,913.93 phantom shares.
• Of the total, 2,029.89 are unvested restricted phantom shares, subject to forfeiture if service as a director terminates prematurely, except for specific conditions like death, disability, or removal without cause.
• The transaction was made pursuant to a Rule 10b5-1 plan.

Sentiment

Score: 7

Explanation: The acquisition of shares by a director, even as compensation, generally indicates continued alignment of interests with the company's performance and is a routine, slightly positive event.

Positives

• Director Kevin C. Sagara increased his beneficial ownership in Sempra by acquiring 140.04 phantom shares, aligning his interests further with shareholders.
• The acquisition is part of a pre-arranged Rule 10b5-1 plan, indicating a structured approach to insider transactions.

Risks

• 2,029.89 unvested restricted phantom shares are subject to forfeiture if Kevin C. Sagara's service as a director terminates prior to vesting for any reason other than death, disability, or removal without cause.

Future Outlook

The vesting of 2,029.89 restricted phantom shares is contingent upon Kevin C. Sagara's continued service as a director, with forfeiture provisions for early termination, except under specific circumstances.

Industry Context

The acquisition of phantom shares as director compensation is a common practice in publicly traded companies, aligning director incentives with shareholder value. This type of equity-based compensation is a standard component of executive and director remuneration packages across various industries, including utilities like Sempra.

Comparison to Industry Standards

• This is a routine director compensation event. The use of phantom shares and vesting schedules is a standard industry practice for aligning director interests, comparable to practices at other major utility companies such as NextEra Energy, Duke Energy, or Southern Company, though specific compensation amounts and structures vary by company.

Corporate Governance

Related Party Transactions

• The acquisition of 140.04 phantom shares by Director Kevin C. Sagara as compensation constitutes a related party transaction, as it involves a transaction between the company and a member of its management.

Stakeholder Impact

• Shareholders: The acquisition of phantom shares by a director aligns their interests with shareholder value, potentially fostering better long-term decision-making.

Next Steps

• Continued service by Kevin C. Sagara as a director for the vesting of restricted phantom shares.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of phantom shares by a director as part of their compensation package. Such transactions are standard and do not typically signal significant new information about the company's operational or financial performance that would warrant a change in investment recommendation. It primarily reflects ongoing director compensation and alignment of interests.

Keywords

Sempra, SRE, Form 4, Insider Transaction, Director Compensation, Phantom Shares, Beneficial Ownership, Rule 10b5-1