10-K 0001032208-26-000010 (2026-02-26) vs 10-K 0001032208-25-000012 (2025-02-25)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 21,574 |
33.9% |
| MD&A | Item 7 | 20,591 |
38.9% |
| Legal Proceedings | Item 3, via Note 16 – COMMITMENTS, CONTINGENCIES AND GUARANTEES | 6,874 |
36.8% |
| Accounting Policies | 10-K text, Note 1 – SIGNIFICANT ACCOUNTING POLICIES AND OTHER FINANCIAL DATA | 11,648 |
15.1% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 335 words changed in this paragraph; it is 64% similar to last year's version.
The energy transition in California and elsewhere, including decarbonization goals, goals and increasingly divergent investor sentiment regarding climate change efforts, has introduced led to contradictory expectations from various investors and other stakeholders and uncertainty in long-term investor support, leading including some to reduce investment investors reducing participation in or divest divesting from our sector. Maintaining investor confidence and attracting capital at a competitive cost will depend, in part, on demonstrating our ability to address material business risks related to climate and our efforts to help achieve the goals of our consumers and the markets and jurisdictions where we operate. In an effort to maintain a sustainable and durable business risk profile and continue to focus on value creation, Sempra has evaluated and updated its climate aspirations to reflect the changing policy, regulatory, commercial and technological landscape, including stakeholders’ evolving focus on reliability, resiliency and affordability and the pace and impact of climate and other public policies. Following this evaluation, Sempra now aims to have net-zero scope 1 and 2 GHG emissions by 2050, with 2050 and has an interim target aim of 50% scope 1 and 2 GHG emissions reductions by 2035 (this interim target is relative to a 2019 baseline, applies to Sempra California California’s operations and Sempra Infrastructure’s Mexico (non-LNG) operations operations, and may be subject to further revision if Sempra’s planned sale of a portion of its equity interest in SI Partners is relative to a 2019 baseline). While the company no longer has a specific goal to achieve net-zero scope 3 GHG emissions by 2050, the capabilities we are developing through our energy transition action plan could also support the reduction of scope 3 GHG emissions and help meet regulatory, consumer and market demand for lower- and zero-carbon energy. completed). Sempra’s, SDG&E’s and SoCalGas’ abilities to advance their respective net-zero and other climate objectives and meet the demand for lower-carbon and reliable energy in California and elsewhere will depend on many factors, some of which we do not control, including supportive federal and state energy laws, policies, incentives, tax credits and regulatory decisions; cost and affordability considerations; development, commercialization and regulatory acceptance of affordable, alternative and lower-carbon energy sources, including cleaner fuels; successful research and development efforts focused on lower carbon technologies that are economically and technically feasible; cooperation from our partners, financing sources and commercial counterparties; customer participation in conservation and energy efficiency programs; our ability to execute our planned investments in our infrastructure; and consumers’ decisions and preferences. In addition, we will need to continue to expend capital and employee resources to develop and deploy new technologies and modernize grid systems, which may not be recoverable in rates or, with respect to our businesses that are not regulated utilities, may not be able to be passed through to customers. Even if such costs are recoverable, these costs, coupled with necessary safety and reliability investments, may negatively impact the affordability of SDG&E’s and SoCalGas’ services and, for our businesses that are not regulated utilities, may cause costs to increase to levels that reduce customer demand and growth. Moreover, forecasting to 2035, 2045 and 2050 specified targets over longer-term periods is inherently speculative without knowing uncertain and could be significantly impacted by the trajectory of the energy transition. As a result, although we are dedicated to making progress on our climate aims and are continuing to develop capabilities designed to reduce GHG emissions from our own operations as well as to support consumers’ and markets’ own climate goals, goals and applicable legislative and regulatory mandates, we may not be successful in achieving these objectives. We could suffer difficulties attracting investors and business partners, reputational harm and other negative effects if we do not meet or if we further modify our GHG emissions reduction aims or there are negative views about our environmental disclosures or practices generally.
Source: Item 1A, 10-K 0001032208-26-000010 vs Item 1A, 10-K 0001032208-25-000012
MD&A 218 words changed in this paragraph; it is 44% similar to last year's version.
SDG&E is exposed to the risk that the participating California electric IOUs may incur third-party wildfire costs for which they will seek recovery from the Wildfire Fund with respect to wildfires that have occurred since enactment of the 2019 Wildfire Legislation in July 2019. In such a situation, SDG&E may recognize a reduction of its Wildfire Fund asset and record accelerated amortization against earnings when available coverage is reduced due to recoverable claims from any of the participating IOUs. PG&E is seeking reimbursement from the Wildfire Fund for losses associated with the Dixie Fire, which burned from July 2021 through October 2021. In the case of the recent LA fires, the causes of these fires have not been determined and therefore these fires may not impact the Wildfire Fund. If any California electric IOUs’ assets are determined to be a cause of fires, including fires of the size and scope of the recent LA Fires, payments of claims associated with those events could have a material adverse effect on the Wildfire Fund and on SDG&E’s and Sempra’s financial condition and results of operations up to the The carrying value of our SDG&E’s Wildfire Fund asset, with additional potential material exposure if SDG&E’s equipment is determined to be a cause of a fire. In addition, the Wildfire Fund could be completely exhausted due to fires in the other California electric IOUs’ service territories, by fires in SDG&E’s service territory or by a combination thereof. In the event that the Wildfire Fund is materially diminished, exhausted or terminated, SDG&E will lose the protection afforded by the Wildfire Fund, and as a consequence, a fire in SDG&E’s service territory could have a material adverse effect on SDG&E’s and Sempra’s results of operations, financial condition, cash flows and/or prospects. asset totaled $260 million at December 31, 2025.
Source: Item 7, 10-K 0001032208-26-000010 vs Item 7, 10-K 0001032208-25-000012
Legal Proceedings 161 words changed in this paragraph; it is 39% similar to last year's version.
Amendments to Mexico’s Electricity Industry Law. Law - Resolved. In March 2021, the Mexican government published a decree with amendments to Mexico’s Electricity Industry Law the LIE that include some included public policy changes, including establishing priority of dispatch for CFE plants over privately owned plants. The decree further purports to permit ones and allowing the CRE CNE to revoke self-supply permits granted under the former electricity law, which were grandfathered when law under certain circumstances. In 2024, the new Electricity Industry Law was enacted, if it considers them to have been obtained improperly. According Mexican government adopted changes to the decree, Mexican Constitution to reinforce state control over strategic sectors by granting a central role to government entities like the CFE and PEMEX. Following these amendments were to become effective constitutional reforms, in March 2021, and SENER, 2025, the CRE and Centro Nacional de Control de Energía (Mexico’s National Center for Mexican government adopted the 2025 Energy Control) were to have 180 calendar days to modify, as necessary, all resolutions, policies, criteria, manuals and other regulations applicable to Laws, which repealed the power industry to conform with this decree. Numerous legal actions were taken against the decree, which resulted in Mexican courts issuing a suspension of the decree later in March 2021. LIE.
Source: Item 3, via Note 16 – COMMITMENTS, CONTINGENCIES AND GUARANTEES, 10-K 0001032208-26-000010 vs Item 3, via Note 15 – COMMITMENTS AND CONTINGENCIES, 10-K 0001032208-25-000012
Accounting Policies 155 words changed in this paragraph; it is 52% similar to last year's version.
ECA LNG Phase 1 is a VIE because its total equity at risk is not sufficient to finance its activities without additional subordinated financial support. We expect that ECA LNG Phase 1 will require future capital contributions or other financial support to finance the construction of the facility. Sempra is the primary beneficiary of this VIE because we have the power to direct the activities related to the construction and future operation and maintenance of the liquefaction facility. As a result, we consolidate ECA LNG Phase 1. Sempra consolidated $ 1,758 15,950 million and $ 1,580 8,177 million of assets at December 31, 2024 2025 and 2023, December 31, 2024, respectively, consisting primarily of PP&E, net, and restricted cash attributable to ECA LNG Phase 1 these VIEs that could be used only to settle obligations of this VIE these VIEs and that are not available to settle obligations of Sempra, and $ 1,080 6,335 million and $ 1,029 2,664 million of liabilities at December 31, 2024 2025 and 2023, 2024, respectively, consisting primarily of long-term debt and accounts payable attributable to ECA LNG Phase 1 these VIEs for which creditors do not have recourse to the general credit of Sempra. Additionally, At December 31, 2025, these assets and liabilities are classified as we discuss in held for sale (see Note 6, IEnova and TotalEnergies SE have provided guarantees for 83.4 % and 16.6 %, respectively, of the loan facility supporting construction of the liquefaction facility. 6).
Source: 10-K text, Note 1 – SIGNIFICANT ACCOUNTING POLICIES AND OTHER FINANCIAL DATA, 10-K 0001032208-26-000010 vs 10-K text, Note 1 – SIGNIFICANT ACCOUNTING POLICIES AND OTHER FINANCIAL DATA, 10-K 0001032208-25-000012
Every change, by type
Sentences and paragraphs of SRE's Risk Factors and MD&A, 10-K 2026-02-26 against 10-K 2025-02-25.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Our facilities and the systems that interconnect and/or manage them are subject to risks of, among other things:
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
▪shortages of or delays in obtaining equipment, materials, supplies, commodities or labor, which have been and may continue to be exacerbated by supply chain and gas transportation capacity constraints, tight labor markets, and cost increases due to inflation, tariffs or otherwise, that may not be recoverable in a timely manner or at all
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
▪operational restrictions resulting from governmental interventions, including environmental requirements, or permitting delays
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
▪inability to enter into, maintain, extend or replace long-term supply or transportation contracts
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
We face evolving cybersecurity, technology resiliency and data security and governance risks, including with respect to increasing use of artificial intelligence.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
In addition to security and privacy risks related to data, we face challenges related to data governance, including the need to manage our data with the aim to meet regulatory requirements and create a foundation for the use of artificial intelligence tools. Our current and potential future uses of such tools (and use by our vendors and agents) may expose us to heightened security and privacy risks as well as operational, legal, and reputational risks. Data produced by or contained in artificial intelligence tools may contain inaccuracies, and our investments in such technologies and related organizational changes may not deliver the expected benefits, which could result in operational disruptions, inefficiencies, unexpected costs and regulatory disallowances. Beginning in January 2027, our businesses that are subject to the California Consumer Privacy Act will also be subject to new regulations related to, among other things, the use of artificial intelligence tools to automate certain decisions. These regulations may limit some potential applications of such technologies, particularly with respect to previously collected personal data. The regulations require companies to disclose any covered use of such technologies and how the relevant decisions will be made and to allow consumers to opt out of such use, subject to limited exceptions. The regulations also require companies to conduct risk assessments before initiating certain data processing activities, disclose information about these assessments to the California Privacy Protection Agency, conduct an annual cybersecurity audit and submit a written compliance certification to the agency.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
Conditions in global markets, including the impact of enacted and proposed tariffs and other trade actions, may materially and adversely affect us.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
Our businesses import various materials, including steel and aluminum, and purchase foreign-sourced goods, such as electrical transformers, from domestic distributors. SI Partners also generates a material portion of its earnings from LNG exports to customers located outside the U.S., including countries in Asia and Europe. Our ability to continue importing materials and purchasing foreign-sourced goods at competitive prices and reaching positive FIDs on LNG and other projects in development is subject to a number of risks, including adverse impacts on the affordability of projects in development and under construction due to the imposition of tariffs by the U.S. Administration, and adverse impacts caused by (i) legal and regulatory requirements or limitations imposed by foreign governments, including tariffs, quotas or other trade barriers, sanctions, adverse tax law changes, nationalization, currency restrictions, or import restrictions, and (ii) disruptions or delays in shipments caused by customs compliance or other actions of government agencies.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
In 2018, the U.S. imposed tariffs on certain imported steel and aluminum products, as well as tariffs in various ranges on imports from China. Those tariffs remain in effect. Beginning in January 2025, the U.S. Administration has announced a number of new and increased tariffs, both threatened and imposed, including a higher total tariff rate on goods from China and numerous other tariffs on imports from all countries with only limited exclusions. The U.S. Administration has delayed the effectiveness of certain tariffs and tariff rate increases and threatened to accelerate the effectiveness of others. In particular, the U.S. Administration has imposed new tariffs on Mexico and Canada, and additional tariffs have been threatened and these and other changes, including in connection with the planned joint review of the U.S.-Mexico-Canada Agreement in 2026, may become effective in the near term. Additionally, the U.S. Administration has expanded the application of the 2018 steel and aluminum tariffs to countries and products that had previously been excluded, including a broad range of derivative products, increased steel and aluminum tariff rates, and imposed tariffs on certain imported copper products. The U.S. Administration also is considering new tariffs on additional imported products, including power grid equipment, large-scale batteries and plastic piping. These threatened and imposed tariffs have created uncertainty in our business development efforts and for projects currently under construction, and we expect them to impact our businesses’ costs related to construction, pipeline transportation, electricity procurement and financing, among other areas, and increase costs across the LNG value chain. These impacts may result in delays, cost overruns or reduced profitability for construction and development projects, denials or delays of recovery in rates of higher costs at our regulated utilities, or other adverse effects, any of which could be material.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
We also face uncertainty in the interpretation and application of these tariffs, including with respect to customs valuation, product classification and country-of-origin determinations. Any disagreement with regulators on these matters could result in the retroactive assessment of additional tariffs with interest, the imposition of penalties, or other enforcement actions, any of which could be material.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
These recent tariffs, along with other U.S. trade actions, have triggered retaliatory actions by certain affected countries, including China’s announcement of a tariff on U.S. LNG. The Mexican government has announced it may implement retaliatory tariffs in response to the U.S. Administration’s tariffs, and other foreign governments may also impose trade measures, including retaliatory tariffs, on LNG or other U.S. goods in the future. These tariffs and other trade actions could negatively impact demand for our LNG exports, which would adversely impact our LNG projects and development pipeline.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedRisk Factors
While the U.S. Administration has announced various trade deals, many such agreements are preliminary and may be subject to change. Certain of the announced deals, including the agreement with the European Union, require further governmental approvals, and certain announced deal terms, including purported commitments by the European Union and Japan to purchase more U.S. energy, may be non-binding or subject to voluntary implementation by the private sector. Any disagreement between the U.S. and other countries over the implementation of such trade deals or any failure to obtain required governmental approvals or otherwise reach a final agreement could result in prolonged uncertainty regarding the scope and duration of these trade actions by the U.S. and other countries. Such actions and any resulting economic, financial or geopolitical instability could materially adversely affect our results of operations, financial condition, cash flows and/or prospects.
Read it in 10-K 2026-02-26 at sec.gov ↗
RemovedRisk Factors
shareholders can be costly and time-consuming and requires time and attention by our board of directors and management, diverting their attention from our business strategies.
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
SDG&E and SoCalGas may be required to make significant expenditures before they can request rate recovery for certain capital projects. There can be no guarantee that such capital expenditures will be recoverable through rates. A significant portion of Oncor’s five-year capital expenditures plan is attributable to expected growth in ERCOT, particularly due to increased demand from large commercial and industrial customers. Changes in projected growth in ERCOT could materially impact Oncor’s capital expenditures and consequently our capital expenditures plan. Furthermore, there can be no guarantee that any of Oncor’s capital expenditures will ultimately be recoverable through rates.
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
▪the forward purchaser determines in its commercially reasonable judgment that it is unable to hedge in a commercially reasonable manner its exposure to the applicable forward sale agreement because insufficient shares of our common stock are made available for borrowing by securities lenders or that, with respect to borrowing such number of shares of our common stock, it would incur a rate that is greater than the borrow cost specified in the forward sale agreement;
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
▪we declare any dividend, issue or distribution to existing holders of shares of our common stock that constitutes an extraordinary dividend under the forward sale agreement or is payable in (i) cash in excess of specified amounts (unless it is an extraordinary dividend), (ii) securities of another company that we acquire or own (directly or indirectly) as a result of a spin-off or similar transaction or (iii) any other type of securities (other than our common stock), rights, warrants or other assets for payment at less than the prevailing market price;
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
▪an event (i) is announced that, if consummated, would result in an extraordinary event (including certain mergers and tender offers, our nationalization, our insolvency and the delisting of the shares of our common stock) or (ii) occurs that would constitute a hedging disruption or change in law;
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
▪an ownership event (as such term is defined in the forward sale agreement) occurs; or
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
▪certain other events of default, termination events or other specified events occur, including, among other things, a change in law.
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
Any failure to pay scheduled dividends on our series C preferred stock when due would have a material adverse impact on the market price of our securities and would prohibit us, under the terms of the series C preferred stock, from paying cash dividends on or repurchasing shares of our common stock (subject to limited exceptions) until we have paid all accumulated and unpaid dividends on the series C preferred stock. Additionally, the terms of the series C preferred stock generally provide that if dividends on any shares of the preferred stock have not been declared and paid or have been declared but not paid for three or more semi-annual dividend periods, the holders of the preferred stock would be entitled to elect two additional members to our board of directors, subject to certain terms and limitations.
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
Our businesses are subject to risks arising from their infrastructure and systems that support this infrastructure.
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
Our facilities and the systems that interconnect and/or manage them are subject to risks of, among other things, equipment or process failures due to aging or degrading infrastructure or otherwise; human error; loss or outage of a key technology platform or system; shortages of or delays in obtaining equipment, materials, commodities or labor, which have been and may in the future be
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
We face evolving cybersecurity and technology resiliency risks associated with the energy grid, pipelines, storage and other infrastructure as well as the collection of personal, sensitive and confidential information.
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedRisk Factors
We regularly participate in research, development and demonstration projects and other activities designed to develop new technologies in the energy space, including those related to hydrogen, liquefaction, energy storage, microgrids, carbon sequestration, and grid modernization. These activities and projects involve significant employee time, as well as substantial capital resources that may not be recoverable in rates or, with respect to our businesses that are not regulated utilities, may not be
Read it in 10-K 2025-02-25 at sec.gov ↗
RewordedRisk Factors
We could experience such an event or change in circumstances from, among other things, (i) an inability to operate our existing facilities, (ii) an inability to collect from customers, (iii) changes to laws or regulations or other circumstances affecting the energy sector or our assets in Mexico, (iv) adverse rulings in lawsuits, binding arbitrations, regulatory proceedings, audits and other proceedings materially impacting our businesses, including our equity method investments such as Oncor Holdings and Cameron LNG JV, businesses and (v) more generally any loss of permits or approvals that requires us to adjust or cease certain operations and any failure to complete or receive an adequate return on our investments in capital projects.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
We are permitted to sell shares of our common stock in the ATM program pursuant to These forward sale agreements, which agreements grant each counterparty (each a forward (forward purchaser) the right to accelerate its forward sale agreement (or, in certain cases, the portion thereof that the forward purchaser determines is affected by the relevant event) and require us to physically settle the forward sale agreement on a date specified by upon the forward purchaser if, subject to a prior notice requirement: occurrence of certain events, some of which are not within our control.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
To comply with these requirements, laws and regulations, we must expend significant capital and employee resources on environmental monitoring, surveillance and other measures to track and disclose performance; acquisition and installation of pollution control equipment; implementation of environmental safety practices; other mitigation efforts; and emissions fees, which could increase as a result of various factors we may not control, including changing laws taxes, penalties and regulations, increased readiness and enforcement activities, delays in the renewal and issuance of permits, and changes to the mix of energy we transmit and distribute. other payments.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Any actual or perceived noncompliance with applicable data privacy and security laws legal or regulatory requirements or any incidents impacting our or our vendors’ information systems; systems, the integrity of our data or assets or the energy grid, our pipelines or our distribution, storage and other infrastructure; or our personal, sensitive and confidential information grid could result in disruptions to our business operations, operations; legal or regulatory compliance failures, failures; inability to produce accurate and timely financial statements, statements; energy delivery failures, failures; financial and reputational loss, litigation, violations of applicable laws loss; litigation; and fines or penalties, any of which could have a material adverse effect on our results of operations, financial condition, cash flows and/or prospects.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
SDG&E and SoCalGas also may be required to make investments and incur other costs before they can request rate recovery for certain projects or to comply with proposed legislative and regulatory requirements and initiatives, requirements, including those related to California’s climate goals and policies, before finalization of the requirements and the ability to recover these costs and corresponding ratemaking mechanisms, which investments may depend on the final form of the legislative or regulatory requirements and the corresponding ratemaking mechanisms. not ultimately be fully recoverable.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Following this evaluation, Sempra now aims to have net-zero scope 1 and 2 GHG emissions by 2050, with 2050 and has an interim target aim of 50% scope 1 and 2 GHG emissions reductions by 2035 (this interim target is relative to a 2019 baseline, applies to Sempra California California’s operations and Sempra Infrastructure’s Mexico (non-LNG) operations operations, and may be subject to further revision if Sempra’s planned sale of a portion of its equity interest in SI Partners is relative to a 2019 baseline). completed).
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
The uncertainties inherent in lawsuits and other proceedings and the broad range of potential outcomes make it difficult to estimate with any degree of certainty the timing, costs and ranges of costs or outcome other potential impacts of these matters, and changes or disruptions to the judicial system, systems, such as the nationwide strike by the Mexican judiciary in 2024 in response to recent Mexican Constitutional judicial reforms that require all judges and the limitations on operations of U.S. federal courts in 2025 due to be elected rather than appointed, lapses in congressional appropriations, could result in delays, increased costs, or unfavorable outcomes.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
At December 31, 2024, 2025, employees covered under collective bargaining agreements were 38%, 30% 36% and 55%, 56%, respectively, of Sempra’s, SDG&E’s and SoCalGas’ workforce, workforce (exclusive of equity method investees), of which the collective bargaining agreements covering 29%, 0% 26%, 100% and 55% 0%, respectively, of employees, respectively, such employees expire within one year (and (the SDG&E agreements will expire in the case of SoCalGas, the collective bargaining agreement expired in February 2025). August 2026).
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
Reducing methane emissions also has become a major focus of certain local, local and state and federal agencies, resulting in passed or proposed legislation, regulation, policies and ordinances to prohibit or restrict the use of natural gas in new buildings, appliances and other applications. applications, including proposed and recently enacted requirements regarding space and water heaters in newly constructed buildings and an open CPUC proceeding to establish long-term gas system infrastructure planning for natural gas utilities in alignment with California’s decarbonization goals.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
In taking connection with these steps, efforts, activist shareholders could seek to acquire our capital stock, in spite of despite the provisions of our articles of incorporation and bylaws governing documents that could have the effect of delaying, deterring may delay, deter or preventing prevent a change of control or other takeover of our company, company even when if our shareholders might consider prefer such a change of control to be in their best interests. control.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
We are also at risk of attacks on, vulnerabilities in or other failures of third-party vendors’ and/or regulators’ technologies and systems, depending on the level of access these vendors and agencies have systems used by certain third-party vendors, regulators and/or ISOs, including third-party systems that are integral to our information and systems. electric utilities’ operations in their respective ISO markets.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedRisk Factors
In connection with the merger of EFH with a subsidiary of Sempra in 2018 (the Merger), EFH received a supplemental private letter ruling from the IRS and Sempra and EFH received tax opinions from their respective counsels that generally provide that the Merger will not affect the conclusions reached in, respectively, the IRS private letter ruling and tax opinions issued with respect to the spin-off described above.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
The Any inability to access capital from our subsidiaries and equity method investments investees could have a material adverse effect on our results of operations, financial condition, cash flows and/or prospects.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
Successfully completing executing our five-year capital expenditures plan is subject to certain risks.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
We will generally have the right, in lieu of physical settlement of any forward sale agreement, to elect cash or net share settlement in respect of any or all of the shares of our common stock subject to such each forward sale agreement.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
Several of our businesses have in place collective bargaining agreements with different labor unions, which are generally negotiated on a company-by-company basis.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
Market performance performance, significant transactions or changes in other assumptions could require unplanned contributions to pension and PBOP plans.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
Our Any inability to recover funds invested in these projects could materially increase our costs, result in material impairments, and otherwise materially adversely affect our results of operations, financial condition, cash flows and/or prospects.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
Rate recovery for overruns would require CPUC approval, which may not occur. be denied.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
Any failures with respect to the above factors or other factors material relevant to any particular project could involve additional costs, otherwise negatively affect our ability to successfully complete the project and force us to impair or write off amounts we have invested in the project.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesRisk Factors
These reforms and any further Mexican Constitutional, legal or regulatory changes could adversely affect the Mexican economy, energy sector and our businesses, the extent of which we currently are unable to predict.
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪The 2025 Wildfire Legislation was signed into law and established, among other things, an $18 billion Continuation Account that would provide additional liquidity to reimburse catastrophic wildfire-related claims incurred by large California electric IOUs if the Wildfire Fund is depleted, and a multi-stakeholder task force, coordinated by the Wildfire Fund’s administrator, to prepare and submit to the California legislature and Governor of California on or before April 1, 2026, a report that evaluates and sets forth recommendations on new models to complement or replace the Wildfire Fund
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪The CPUC issued an FD in SDG&E’s 2024 GRC Track 2 request that authorizes partial recovery of SDG&E’s WMP costs
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪In June 2025, Texas House Bill 5247, which established the UTM, was signed into law and became effective
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪In September 2025, we entered into an agreement to sell 45% of our equity interest in SI Partners to the KKR Partners for an aggregate base purchase price of approximately $9.99 billion, subject to adjustments, and expect the sale to close in the second or third quarter of 2026, subject to closing conditions
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪In December 2025, we entered into an agreement to sell Ecogas for 9.0 billion Mexican pesos (approximately $500 million U.S. dollar-equivalent at December 31, 2025), subject to adjustments, and expect the sale to close in the second or third quarter of 2026, subject to closing conditions
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪SI Partners reached a positive FID on the PA LNG Phase 2 project and issued a full notice-to-proceed under Bechtel’s fixed-price EPC contract
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪$25 million charge in 2025 from disallowed regulatory recovery of COVID-19 costs
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪$15 million impairment in 2024 from disallowed capital costs in the 2024 GRC FD
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪$703 million income tax expense in 2025 as a result of management’s decision to classify SI Partners and Ecogas as held for sale, comprised of the following:
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
◦$10 million income tax expense due to the recognition of a deferred tax liability on our outside basis difference in Ecogas
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪$27 million unfavorable impact related to a customer’s early termination of firm transportation agreements, including interest expense
Read it in 10-K 2026-02-26 at sec.gov ↗
AddedMD&A
▪$37 million lower depreciation expense as a result of management's decision to classify SI Partners and Ecogas as held for sale
Read it in 10-K 2026-02-26 at sec.gov ↗
RemovedMD&A
▪In December 2024, we received net proceeds of $1.2 billion from the issuance of 17,142,858 shares of Sempra common stock from the settlement of forward sale agreements entered into in November 2023
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
▪The CPUC approved an FD in the SB 380 OII finding that the Aliso Canyon natural gas storage facility is currently necessary for natural gas and electric reliability and affordable rates and closed the OII (subject to future CPUC biennial reviews and potential additional proceedings)
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
▪SDG&E submitted its TO6 filing to the FERC, which the FERC accepted but suspended the effective date to June 1, 2025 and disallowed inclusion of the California ISO adder, which SDG&E has appealed
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
▪The PUCT approved approximately $2.9 billion of capital expenditures and approximately $520 million of O&M under Oncor’s inaugural system resiliency plan
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
▪Sempra Infrastructure advanced construction of the ECA LNG Phase 1 project and PA LNG Phase 1 project and entered into an EPC contract with Bechtel for the proposed PA LNG Phase 2 project
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
▪Sempra Infrastructure commenced commercial operations at its refined products terminal in Topolobampo
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
▪Sempra Infrastructure made a positive final investment decision on and began construction of the Cimarrón Wind project
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
▪$15 million from the renewables business driven by lower volumes from wind power generation assets
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
▪$129 million from realized losses in 2024 compared to realized gains in 2023 on derivative contracts for fixed-price natural gas, which are entered into to hedge the cost of electric fuel
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
◦$6 million from a provision for expected credit losses on a customer’s past due receivable balance
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
◦$6 million gains in 2023 on cross-currency swaps as a result of fluctuation of the Mexican peso
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
◦$56 million lower interest expense due to higher capitalization of interest expense on projects under construction
Read it in 10-K 2025-02-25 at sec.gov ↗
RewordedMD&A
At the initial forward price of $92.1546 per share, we expect that the net proceeds from the this forward sale agreement if we elect full physical settlement of the forward sale agreement would be approximately $268 million (net of sales commissions of approximately $2 million, but before deducting equity issuance costs, and subject to certain adjustments pursuant to the forward sale agreements). million.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
We have an EPC contract with Bechtel to construct the PA LNG Phase 1 2 project, which has an estimated price of approximately $10.7 billion. $9.2 billion, with capital expenditures of approximately $14 billion, including, among other items, project contingency and a $1.9 billion true-up payment to the PA LNG Phase 1 project to acquire a 50% interest in the shared common facilities.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
In July 2020, Sempra February 2025, SI Partners entered into a Support Agreement, credit support agreement related to a customer’s secured borrowing for repayment of its past due account balance, which contains constitutes a guarantee and represents a variable interest, guarantee, for the benefit of CFIN a third-party financial institution with a maximum exposure to loss of $979 $85 million.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Downgrades A downgrade of or other negative actions with respect to Sempra’s or any of its subsidiaries’ credit ratings or rating outlooks (which occurred in January 2025 with respect to S&P’s rating outlook for Sempra and credit rating for SoCalGas and in March 2025 with respect to Moody’s rating outlook for Sempra) may, depending on the severity, result in the imposition of new financial or other burdensome covenants or a requirement for collateral to be posted in the case of certain financing arrangements and may materially and adversely affect the market prices of their equity and debt securities, the rates at which borrowings are made and commercial paper is issued, and the various fees on their outstanding credit facilities.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
One or more unfavorable final decisions conclusions on these land disputes or disputes, environmental and social impact permit challenges challenges, and regulatory and other actions by the Mexican government could materially adversely affect our existing natural gas regasification operations and proposed natural gas liquefaction projects at the site of the ECA Regas Facility and have a material adverse effect on Sempra’s business, results of operations, financial condition, cash flows and/or prospects.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
We expect that future construction of the proposed ECA LNG Phase 2 project would conflict with the current operations at the ECA Regas Facility, which currently has a firm storage service agreements and nitrogen injection service agreements with Shell and SEFE agreement that expire expires in May 2028 and December 2025, respectively. 2028, to the extent this agreement has not expired or has not been earlier terminated at the time of such construction.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
In December 2025, Sempra Infrastructure and the CFE have agreed to an amendment to further amended their transportation services agreement and to re-route the portion of the pipeline that is in the Yaqui territory, whereby the CFE would pay has agreed to reimburse Sempra Infrastructure for the re-routing costs with a new tariff. tariff and requires the pipeline to be back in service no later than July 2029.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
These projects and programs include (i) the Track 2 and Track 3 requests related to SDG&E’s wildfire mitigation plan costs that we describe below, as well as review of SoCalGas’ and SDG&E’s Pipeline Safety Enhancement Plan costs incurred from 2015 to 2020, inclusively, which the GRC FD added to the Track 3 request, (ii) the ability to file advice letters to implement the revenue requirements associated with the costs of SDG&E’s Moreno compressor station project and SoCalGas’ Honor Rancho compressor station and customer information system replacement projects, which projects were all approved by the CPUC subject to applicable cost caps, and (iii) the opportunity to file separate applications for cost recovery of mobile home park and gas integrity management programs at both SDG&E and SoCalGas, advanced metering infrastructure replacements at SDG&E, and other projects and programs.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
In 2025, we We expect to make capital expenditures for PP&E PP&E, including capitalized interest and AFUDC related to debt, and investments of approximately $12.5 billion, $8.6 billion in 2026 and $38.7 billion during the five-year period covered by our 2026 through 2030 capital expenditures plan, as summarized by segment in the following table.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
Although the financial statements of functional currency for most of our Mexican subsidiaries and JVs have equity method investees is the U.S. dollar as the functional currency, some dollar, certain transactions may be are denominated in the local currency; such transactions are remeasured into U.S. dollars. currency.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
At December 31, 2024, SDG&E expects to make These amounts exclude the disposal group that is classified as held for sale, which has expected interest payments on long-term debt totaling $6.7 $3.3 billion, of which $400 million is expected to be paid in 2025 2026 and $6.3 $2.9 billion is expected to be paid in subsequent years through 2054. 2051.
Read it in 10-K 2026-02-26 at sec.gov ↗
RewordedMD&A
The resultant These impacts, together with the offsetting gains and losses from remeasuring the local currency amounts into U.S. dollars and the offsetting settlement of related foreign currency forwards and swaps related to these contracts swaps, are included recorded in revenues: energy-related businesses or equity earnings.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesMD&A
Although SDG&E and SoCalGas have regulatory mechanisms to recover credit losses, any delay in payments by customers impacts the timing of their respective cash flows.
Read it in 10-K 2026-02-26 at sec.gov ↗
Quiet changesMD&A
We estimate the total price of the EPC contract to be approximately $1.6 billion, with capital expenditures approximating of approximately $2.5 billion including capitalized interest at the project level and project contingency.
Read it in 10-K 2026-02-26 at sec.gov ↗