Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023   Commission File Number   Exact Name of Registrants as Specified in their Charters, State of Incorporation, Address and Telephone Number   I.R.S. Employer Identification Number 1-14201   SEMPRA (A California Corporation) 488 8th Avenue San Diego , California 92101 ( 619 ) 696-2000   33-0732627 1-01402   SOUTHERN CALIFORNIA GAS COMPANY (A California Corporation) 555 West Fifth Street Los Angeles , California 90013 ( 213 ) 244-1200   95-1240705 (Former name or former address, if changed since last report.)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:   Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered Sempra:     Sempra Common Stock, without par value   SRE   New York Stock Exchange Sempra 5.75% Junior Subordinated Notes Due 2079, $25 par value   SREA   New York Stock Exchange Southern California Gas Company:     None     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 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).       Emerging growth company Sempra   ☐ Southern California Gas Company   ☐ 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.         Sempra   ☐ Southern California Gas Company   ☐       Item 8.01 Other Events. On May 17, 2023, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra, entered into an underwriting agreement (the “Underwriting Agreement”) with CIBC World Markets Corp., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC , as the representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, severally and not jointly, $500,000,000 aggregate principal amount of its 5.200% First Mortgage Bonds, Series ZZ, due 2033 (the “Series ZZ Bonds”) and $500,000,000 aggregate principal amount of its 5.750% First Mortgage Bonds, Series AAA, due 2053 (the “Series AAA Bonds”) for resale at a public offering price of (i) 99.805% of the aggregate principal amount of the Series ZZ Bonds, and (ii) 99.516% of the aggregate principal amount of the Series AAA Bonds, in a registered public offering under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-270939). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. These securities are only offered by means of the prospectus supplement and related prospectus referred to above.   Item 9.01 Financial Statements and Exhibits. (d)     Exhibits   Exhibit Number    Description of Exhibit 1.1    Underwriting Agreement, dated May 17, 2023, among Southern California Gas Company and the representatives of the several underwriters named therein. 104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 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.       SEMPRA Date: May 18, 2023     By:   /s/ Peter R. Wall       Peter R. Wall       Senior Vice President, Controller and Chief Accounting Officer       SOUTHERN CALIFORNIA GAS COMPANY Date: May 18, 2023     By:   /s/ Mia L. DeMontigny       Mia L. DeMontigny       Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer