Form 4: Sempra Director Acquires Phantom Shares

Cynthia J. Warner, a Director at Sempra, acquired phantom shares as part of her director compensation on April 1, 2026.

Summary

• Cynthia J. Warner, a Director of Sempra, acquired 297.71 phantom shares on April 1, 2026, as part of her director compensation.
• These phantom shares are convertible into Sempra Common Stock on a 1-for-1 basis.
• The acquisition was made under a written plan intended to satisfy Rule 10b5-1(c) affirmative defense conditions.
• Following this transaction, Warner beneficially owns 13,528.3 shares, including 1,906.10 unvested restricted phantom shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it represents a routine director compensation transaction rather than a significant strategic or financial event.

Positives

• Director compensation is being utilized, indicating alignment of director interests with shareholders.
• The acquisition was made under a Rule 10b5-1(c) plan, suggesting a pre-determined and structured approach to transactions.
• A significant number of phantom shares are held, showing continued commitment and investment in the company.

Negatives

• The filing does not contain any negative financial or operational information.

Risks

• The 1,906.10 unvested restricted phantom shares are subject to forfeiture if service as a director terminates prior to vesting for reasons other than death, disability, or removal without cause.

Future Outlook

The filing does not contain forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that the acquisition of phantom shares by a director is a common practice in the utility sector to align executive and director interests with long-term shareholder value. This type of transaction is standard for compensation structures in large, publicly traded companies like Sempra.

Comparison to Industry Standards

• Director compensation packages in the utility sector often include equity-based awards such as phantom stock, restricted stock units (RSUs), and stock options. Sempra's use of phantom shares for its directors is consistent with industry norms.
• Companies like NextEra Energy (NEE) and Duke Energy (DUK) also utilize similar equity-based compensation for their board members to incentivize performance and long-term commitment.

Related Party Transactions

• Acquisition of phantom shares by Director Cynthia J. Warner as part of her director compensation.

Stakeholder Impact

• Shareholders: The acquisition by a director can be seen as a positive signal of confidence in the company's future performance. The phantom shares are convertible to common stock, potentially increasing the number of shares outstanding in the future.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Vesting of the remaining 1,906.10 unvested restricted phantom shares, contingent on continued service as a director.

Key Dates

Keywords

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