Form 4: Sempra Director Acquires Phantom Shares

Michael N. Mears, a Director at Sempra, acquired phantom shares as part of his director compensation.

Summary

• Director Michael N. Mears acquired 128.32 phantom shares of Sempra Common Stock on April 1, 2026.
• These phantom shares were acquired as director compensation.
• The acquisition was made under a written plan intended to satisfy Rule 10b5-1(c) affirmative defense conditions.
• Following this transaction, Mears beneficially owns 20,788.42 shares of Sempra Common Stock.
• This total includes 1,906.10 unvested restricted phantom shares that are subject to forfeiture under certain conditions.

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 ongoing engagement and alignment with the company.
• The transaction was made under a Rule 10b5-1(c) plan, suggesting a pre-determined and structured approach to stock acquisition.
• The reporting person has a significant beneficial ownership of 20,788.42 shares, demonstrating a substantial stake in the company.

Negatives

• A portion of the phantom shares (1,906.10) are unvested and subject to forfeiture, indicating potential future loss of ownership under specific circumstances.

Risks

• Forfeiture of unvested phantom shares if director service terminates prior to vesting for reasons other than death, disability, or removal without cause.

Future Outlook

No specific future outlook or guidance is provided in this filing, as it pertains to a director's stock acquisition.

Industry Context

StockSavvy.ai notes that director compensation through equity instruments like phantom shares is a common practice in the utility sector, aligning executive interests with shareholder value. Sempra's use of such a plan, especially under a Rule 10b5-1(c) framework, is standard for ensuring compliance and transparency in insider transactions.

Corporate Governance

Related Party Transactions

• Acquisition of phantom shares by Director Michael N. Mears as director compensation.

Stakeholder Impact

• Shareholders: The transaction reflects ongoing director compensation and alignment with shareholder interests. The increase in beneficial ownership by a director can be seen positively.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Continued service as a director for Sempra.
• Potential vesting of remaining unvested phantom shares.

Key Dates

Keywords

Sempra, SRE, Director Compensation, Phantom Shares, Beneficial Ownership, SEC Form 4, Rule 10b5-1(c)