Form 4: Sempra Director Kirk Acquires Phantom Shares

Sentiment:

Insider Transaction Report 2 October 2025 6:06 PM

Sempra Director Jennifer M. Kirk acquired 140.04 phantom shares as compensation, increasing her beneficial ownership to 4,501.46 derivative securities.

Summary

Jennifer M. Kirk, a Director of Sempra (SRE), acquired 140.04 phantom shares of Sempra Common Stock on October 1, 2025.
These phantom shares were acquired as director compensation, with an acquisition price of $89.26 per phantom share.
Following this transaction, Ms. Kirk beneficially owns a total of 4,501.46 derivative securities (phantom shares).
The total beneficial ownership includes 1,879.66 unvested restricted phantom shares that are subject to forfeiture if director service terminates for reasons other than death, disability, or removal without cause.
The conversion of these derivative securities to common stock is on a 1-for-1 basis.
Vested shares are immediately exercisable, and there is no specified expiration date for these phantom shares.
A Power of Attorney was executed on September 18, 2025, authorizing specific individuals to file SEC forms on behalf of Jennifer M. Kirk.

Sentiment

Score: 7

Explanation: The filing reports a routine insider acquisition of phantom shares as director compensation, which is generally viewed positively as it aligns director interests with shareholders. There are no negative implications or unexpected events reported.

Positives

Director Jennifer M. Kirk acquired additional phantom shares, which aligns her interests with those of Sempra's shareholders.
The acquisition represents ongoing compensation for director service, indicating continued commitment to the company's governance.

Negatives

None explicitly stated in this routine insider transaction report.

Risks

1,879.66 unvested restricted phantom shares are subject to forfeiture if service as a director terminates prior to vesting for any reason other than death, disability, or removal without cause.

Future Outlook

This filing is a report of an insider transaction and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing reports a standard director compensation event, which is a common practice across publicly traded companies to align executive and director interests with shareholder value. It does not provide information that directly relates to broader industry trends or competitive positioning within the utility and energy sector.

Comparison to Industry Standards

The acquisition of phantom shares as director compensation is a common practice in the utility and energy sector, similar to compensation structures observed at companies like NextEra Energy (NEE) or Duke Energy (DUK), which often include equity-based incentives to align long-term interests.
The 1-for-1 conversion ratio for phantom shares to common stock is a standard mechanism for such equity awards, ensuring direct correlation with the underlying stock performance.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Power of Attorney Grant	Jennifer M. Kirk granted a Power of Attorney to six individuals (Lisa H. Abbot, Trina F. Adams, Diana L. Day, Briana T. Goncalves, Debbie S. Robinson, and James M. Spira) to prepare, execute, submit, and file SEC forms (Forms 3, 4, 5, and 144) on her behalf as a director of Sempra and its subsidiaries. This also includes managing her EDGAR account.	2025-09-18	Streamlines the process for SEC compliance filings for the director, ensuring timely and accurate reporting of beneficial ownership changes. It clarifies that the director remains ultimately responsible for compliance with Section 16 of the Exchange Act and Rule 144 under the Securities Act.

Legal Proceedings

This filing does not contain any information regarding litigation or regulatory matters.

Related Party Transactions

This filing does not disclose any related party dealings beyond the director's compensation.

Stakeholder Impact

**Shareholders**: The acquisition of phantom shares by a director aligns management's interests with shareholder value, potentially fostering long-term strategic decisions that benefit stock performance.
**Employees**: No direct impact on employees is mentioned in this filing.
**Customers**: No direct impact on customers is mentioned in this filing.
**Suppliers**: No direct impact on suppliers is mentioned in this filing.
**Creditors**: No direct impact on creditors is mentioned in this filing.

Next Steps

This filing does not mention any specific future actions, events, or milestones for the company or the reporting person beyond the ongoing vesting schedule for unvested phantom shares.

Key Dates

Date	Description
2025-09-18	Power of Attorney executed by Jennifer M. Kirk.
2025-10-01	Date of transaction for the acquisition of phantom shares.
2025-10-02	Date the Form 4 was signed and filed.

Recommendation

hold

This Form 4 reports a routine acquisition of phantom shares as part of director compensation, which is generally seen as a positive for aligning director and shareholder interests. However, it does not provide sufficient information to warrant a change in investment recommendation for Sempra stock. Investors should consider broader financial performance and strategic developments for a comprehensive investment decision.

Keywords

Sempra, SRE, Jennifer M. Kirk, Director Compensation, Phantom Shares, Insider Transaction, SEC Form 4, Equity Compensation, Corporate Governance

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