SEC Form 8-K filed by DBA Sempra

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2026

 

 

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

 

 

 

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule of the Securities Exchange Act of 1934 (17 CFR

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 8.01 Other Events.

On March 20, 2026, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra, closed its previously announced public offering and sale of $625,000,000 aggregate principal amount of its 5.200% First Mortgage Bonds, Series DDDD, due 2036 (the “Series DDDD Bonds”) and $475,000,000 aggregate principal amount of its 5.950% First Mortgage Bonds, Series EEEE, due 2056 (the “Series EEEE Bonds”) with proceeds to the Company (after deducting the underwriting discount but before deducting the Company’s other offering expenses estimated at approximately $2.6 million) of (i) 99.104% of the aggregate principal amount of the Series DDDD Bonds, and (ii) 98.517% of the aggregate principal amount of the Series EEEE Bonds. The sale of the Series DDDD Bonds and Series EEEE Bonds was registered under the Company’s Registration Statement on Form (File

The Series DDDD Bonds were issued pursuant to the Seventy-Eighth Supplemental Indenture, dated as of March 20, 2026, which is filed herewith as Exhibit 4.1. The Series DDDD Bonds will mature on March 15, 2036. The Series DDDD Bonds will bear interest at the rate of 5.200% per annum. Interest on the Series DDDD Bonds will accrue from March 20, 2026 and is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series DDDD Bonds will be redeemable prior to maturity at the redemption prices and under the circumstances described in the form of Series DDDD Bond, which form is included in Exhibit 4.1 hereto.

The Series EEEE Bonds were issued pursuant to the Seventy-Ninth Supplemental Indenture, dated as of March 20, 2026, which is filed herewith as Exhibit 4.2. The Series EEEE Bonds will mature on March 15, 2056. The Series EEEE Bonds will bear interest at the rate of 5.950% per annum. Interest on the Series EEEE Bonds will accrue from March 20, 2026 and is payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The Series EEEE Bonds will be redeemable prior to maturity at the redemption prices and under the circumstances described in the form of Series EEEE Bond, which form is included in Exhibit 4.2 hereto.

The foregoing descriptions of some of the terms of the Series DDDD Bonds and Series EEEE Bonds are not complete and are qualified in their entirety by the form of Series DDDD Bond and the Seventy-Eighth Supplemental Indenture and the form of Series EEEE Bond and the Seventy-Ninth Supplemental Indenture, which are filed as exhibits herewith and are incorporated herein by reference. Further information regarding the sale of the Series DDDD Bonds and Series EEEE Bonds is contained in the Underwriting Agreement, dated March 16, 2026, which was filed as Exhibit 1.1 to the Company’s Current Report on Form filed with the U.S. Securities and Exchange Commission on March 17, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.