Form 4: Sempra Director Acquires Phantom Shares as Compensation

Sempra director Cynthia J. Warner acquired 324.89 phantom shares as part of her compensation, increasing her total beneficial ownership to 12,728.31 phantom shares.

Summary

• Cynthia J. Warner, a Director of Sempra (SRE), acquired 324.89 phantom shares of Sempra Common Stock on October 1, 2025.
• The phantom shares were acquired as director compensation.
• The conversion of derivative security is 1 for 1, meaning each phantom share represents one share of common stock.
• The price of the underlying common stock at the time of acquisition was $89.26 per share.
• Following this transaction, Cynthia J. Warner beneficially owns a total of 12,728.31 phantom shares.
• This total includes 1,879.66 unvested restricted phantom shares, which are subject to forfeiture if service as a director terminates prior to vesting for reasons other than death, disability, or removal without cause.
• A Power of Attorney was executed on September 18, 2025, by Cynthia J. Warner, appointing several individuals as attorneys-in-fact to handle her SEC filings, including Forms 3, 4, 5, and 144, and manage her EDGAR account.

Sentiment

Score: 6

Explanation: The filing reports a routine director compensation event. While insider acquisition of shares is generally positive, it is not a discretionary purchase and thus carries a neutral-to-slightly positive sentiment, reflecting standard corporate governance practices.

Positives

• A director's acquisition of shares, even phantom shares as compensation, aligns the director's interests with those of shareholders.

Risks

• 1,879.66 unvested restricted phantom shares are subject to forfeiture if the director's service terminates prematurely for reasons other than death, disability, or removal without cause.

Future Outlook

This filing is a report of a past transaction and does not contain forward-looking statements or guidance.

Industry Context

This is a routine insider transaction reporting director compensation, which is a standard practice across industries for aligning executive and director interests with shareholders. It does not provide broader industry trends or competitive insights.

Comparison to Industry Standards

• Director compensation often includes equity or equity-linked instruments like phantom shares, which is a common practice in large utility companies like Sempra to incentivize long-term performance and align interests with shareholders. The specific amount of phantom shares granted is consistent with typical compensation structures for non-executive directors in the utility sector, though direct comparisons would require detailed compensation reports from peers such as Duke Energy, NextEra Energy, or Southern Company.

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition of phantom shares by a director, even as compensation, generally aligns the director's long-term interests with those of shareholders, potentially fostering better governance and strategic decisions.

Key Dates

Recommendation

This Form 4 reports a routine director compensation event involving phantom shares. It does not provide new material information that would significantly alter the investment thesis for Sempra. Such transactions are expected and do not typically signal a strong 'buy' or 'sell' opportunity, hence a 'hold' recommendation is appropriate.

Keywords

Sempra, SRE, Insider Transaction, Form 4, Phantom Shares, Director Compensation, Beneficial Ownership, Equity Compensation