DEF 14A of Sempra, Mar 27, 2026

DEF 14A of Sempra

Filed Mar 27, 2026 · FY20250001193125-26-127603

Open on EDGAR

  1. 2025 Compensation Overview

    | Performance-Based Annual Bonus | Long Term Equity-Based Incentives(1) | | 80% ABP Earnings (as defined below) • Provides an accurate, comprehensive, and understandable picture of annual financial performance | Performance-Based Restricted Stock Units (weighted at two-thirds, collectively) • One-third based on 3-year relative total shareholder return (TSR), allocated as follows: - 70% relative TSR vs. S&P 500 Utilities Index(2) - 30% relative TSR vs. S&P 500 Index • One-third based on the 3-year compound annual growth rate (CAGR) of Sempra’s adjusted earnings per common share (EPS) relative to the 3-year adjusted EPS CAGRs of S&P 500 Utilities Index peers(2) | | 12% Safety Measures (as defined below) • Promotes safe and responsible operations and the safety of customers and employees | | | 8% Responsible Business Practice Measures (as defined below) | | | • Promotes responsible business practices, including sustainable operations and strong governance | Stock Options (weighted at one-third)(3) • Focus on growth and alignment with company performance and shareholder interests |

  2. 2025 Compensation Overview

    | (1) As used in this proxy statement, the term “long-term equity-based incentives” refers to the annual long-term incentive plan (LTIP) awards granted on January 2, 2025. |

  3. 2025 Compensation Overview

    | (2) For purposes of long-term equity-based incentives, all references to the S&P 500 Utilities Index or our S&P 500 Utilities Index peers refer to the companies constituting the S&P 500 Utilities Index, excluding water companies. |

  4. 2025 Compensation Overview

    | (3) Our Chief Executive Officer and Executive Vice Presidents receive stock options, and other executives receive service-based restricted stock units. |

  5. Shareholders

    | • | Executive compensation, including the elements and structure of our program, performance metrics and targets, and alignment with shareholder interests |

  6. Corporate Governance Committee

    With respect to Mr. Sagara, the committee and the board also considered his former positions with Sempra and its family of companies, for which he served for several decades in various roles, including most recently as Executive Vice President and Group President until December 1, 2023, as well as the pension and deferred compensation benefits he earned as a result of this service. Since January 1, 2025, Sempra has (i) paid Mr. Sagara $2.0 million, including accrued investment returns, in nonqualified deferred compensation benefits under its deferred compensation plan, and (ii) issued to Mr. Sagara 28,659 shares of our common stock (after taking into account shares withheld to satisfy minimum tax withholding requirements) upon the vesting of certain performance-based restricted stock units whose performance periods ended during this period in accordance with their terms. As a named executive officer of Sempra at the time of his retirement, Mr. Sagara’s compensation and benefits while he served in that role, including deferred compensation benefits and equity awards, are described in Sempra’s proxy statement filed with the SEC on March 25, 2024, and Mr. Sagara’s share ownership is set forth under “Share Ownership” below. The committee and the board concluded that these payments and share issuances do not reflect upon the integrity of Mr. Sagara or his ability and qualifications to serve on our board. For additional information about the nominees and their qualifications, see “Proposal 1: Election of Directors.”

  7. Overview

    | 2025 Non-Employee Director Compensation Program | | | Board Retainers: | | | Annual Base Retainer | $120,000 | | Lead Independent Director Retainer | $50,000 | | Committee Chair Retainers: | | | Audit Committee Chair Retainer | $20,000 | | Compensation and Talent Development Committee Chair Retainer | $15,000 | | Other Committee Chair Retainer(A) | $10,000 | | Committee Member Retainers: | | | Audit Committee Member Retainer | $20,000 | | Other Committee Member Retainer(B) | $10,000 | | Equity: | | | Mandatory Deferred Equity | $50,000 | | Annual Equity Award / Initial Equity Award for New Director | $140,000 |

  8. Equity

    Equity In our 2025 director compensation program, non-employee directors were credited each quarter with a number of vested phantom shares of our common stock having a market value of $12,500, which we refer to as Mandatory Deferred Equity, and are required to hold these phantom shares until retirement or other separation from the board. Following the director’s retirement or other separation from the board, the current market value of the shares credited to the director’s account (together with related reinvested dividend equivalents) is paid to the director in cash. In addition, (i) each newly appointed non-employee director received, in connection with his or her board appointment, an initial equity award having a market value of $140,000 and vesting (together with related reinvested dividend equivalents) on the first anniversary of the grant date, and (ii) each other non-employee director received, at our 2025 annual shareholders meeting, an annual equity award having a market value of $140,000 and vesting (together with related reinvested dividend equivalents) on the date of our next annual shareholders meeting (which will be the Annual Shareholders Meeting to be held on May 12, 2026). Directors could elect to receive the initial or annual equity awards in the form of restricted stock units or phantom shares of our common stock. Unvested restricted stock units or phantom shares of our common stock immediately vest if the director’s service on the board terminates by reason of death, disability or removal without cause. Upon any other termination event, all unvested restricted stock units or phantom shares are forfeited.

  9. Director Compensation Table

    Director Compensation Table We summarize below the 2025 compensation earned by our non-employee directors for service on our board during the year.

  10. Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(B) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(C) | All Other Compensation(D) | Total | | Andrés Conesa | $175,000 | $190,042 | $2,582 | — | $367,624 | | Pablo A. Ferrero | $160,000 | $190,042 | $422 | — | $350,464 | | Jennifer M. Kirk | $150,000 | $190,000 | $549 | $25,000 | $365,549 | | Richard J. Mark | $150,000 | $190,042 | — | $25,000 | $365,042 | | Michael N. Mears | $160,000 | $190,000 | $4,183 | $25,000 | $379,183 | | Kevin C. Sagara(A) | $108,694 | $180,000 | $55,373 | $14,000 | $358,067 | | Jack T. Taylor | $180,000 | $190,000 | $4,224 | $14,500 | $388,724 | | Cynthia J. Warner | $200,000 | $190,000 | — | $25,000 | $415,000 | | Anya Weaving(A) | $125,417 | $180,069 | — | $25,000 | $330,486 | | James C. Yardley | $140,000 | $190,000 | — | $25,000 | $355,000 |

  11. Director Compensation Table

    | (A) Mr. Sagara and Ms. Weaving joined the board on March 1, 2025. |

  12. Director Compensation Table

    | (B) Represents the grant date fair value of the equity awards of restricted stock units and phantom shares of our common stock granted during 2025. These amounts reflect our grant date estimate of the aggregate compensation expense that we will recognize over the service period of the awards. They are calculated in accordance with GAAP for financial reporting purposes based on the assumptions described in Note 14 of the Notes to Consolidated Financial Statements included in our 2025 Annual Report to Shareholders but disregarding estimates of forfeitures related to service-based vesting conditions. These awards were valued at the fair market value of shares of our common stock on the grant date without reduction for non-transferability, and the amounts set forth in this column are equal to the number of shares subject to such awards multiplied by the grant date closing price of our common stock. All restricted stock units will be settled in shares of Sempra common stock upon vesting. All phantom shares are paid in cash in accordance with the director’s payout election under the terms of the company’s nonqualified deferred compensation plan following the director’s retirement or other separation from the board. Restricted stock unit awards are rounded up to the next whole number of units at grant, while phantom share awards are not rounded at grant but are rounded to the nearest whole number of shares solely for purposes of presentation in these tables. |

  13. Director Compensation Table

    | The following table reflects the components of the stock awards granted to each non-employee director in 2025: |

  14. Director Compensation Table

    | | | Initial or Annual Equity Award | | | | Name | Mandatory Deferred Equity | Phantom Shares | Restricted Stock Units | Total | | Andrés Conesa | $50,000 | — | $140,042 | $190,042 | | Pablo A. Ferrero | $50,000 | — | $140,042 | $190,042 | | Jennifer M. Kirk | $50,000 | $140,000 | — | $190,000 | | Richard J. Mark | $50,000 | — | $140,042 | $190,042 | | Michael N. Mears | $50,000 | $140,000 | — | $190,000 | | Kevin C. Sagara(1) | $40,000 | $140,000 | — | $180,000 | | Jack T. Taylor | $50,000 | $140,000 | — | $190,000 | | Cynthia J. Warner | $50,000 | $140,000 | — | $190,000 | | Anya Weaving(1) | $40,000 | — | $140,069 | $180,069 | | James C. Yardley | $50,000 | $140,000 | — | $190,000 |

  15. Director Compensation Table

    | (1) Mandatory deferred equity was prorated for Mr. Sagara and Ms. Weaving, who joined the board on March 1, 2025. |

  16. Director Compensation Table

    | | 2026 Proxy Statement 21 |

  17. Director Compensation Table

    | The following table summarizes outstanding equity balances for each non-employee director at December 31, 2025: |

  18. Director Compensation Table

    | | Stock Awards | | | | | Name | Phantom Shares | Restricted Stock Units | Stock Options | Total | | Andrés Conesa | 11,171 | 1,893 | — | 13,064 | | Pablo A. Ferrero | 15,635 | 1,893 | — | 17,528 | | Jennifer M. Kirk | 4,533 | — | — | 4,533 | | Richard J. Mark | 1,578 | 1,893 | — | 3,471 | | Michael N. Mears | 20,378 | — | — | 20,378 | | Kevin C. Sagara(1) | 3,941 | 21,238 | 182,526 | 207,705 | | Jack T. Taylor | 41,097 | — | — | 41,097 | | Cynthia J. Warner | 12,817 | — | — | 12,817 | | Anya Weaving | 519 | 2,045 | — | 2,564 | | James C. Yardley | 40,517 | — | — | 40,517 |

  19. Director Compensation Table

    | (1) Mr. Sagara’s phantom shares include 1,378 phantom shares acquired under Sempra’s nonqualified deferred compensation plan during his prior service as an employee of the company and 2,563 phantom shares earned for his service as a non-employee director. All of Mr. Sagara’s outstanding stock options were granted during his prior service as an employee of the company and consist of three option awards, all of which are fully exercisable for (i) 67,052 shares with an exercise price per share of $61.90 and an expiration date of January 3, 2031, (ii) 72,794 shares with an exercise price per share of $66.00 and an expiration date of January 2, 2032, and (iii) 42,680 shares with an exercise price per share of $76.86 and an expiration date of January 2, 2033. All of Mr. Sagara’s restricted stock units shown in this table were granted during his prior service as an employee of the company and have vested or been forfeited subsequent to December 31, 2025. |

  20. Director Compensation Table

    | (C) Consists of above-market interest (interest in excess of 120% of the federal long-term rate) on deferred compensation for 2025, including, for Mr. Sagara, deferred compensation earned during his prior service as an employee of the company. None of our directors are eligible for pension benefits based on their service as directors so there was no aggregate change in the actuarial value of accumulated benefits under any defined benefit pension plan for any directors in 2025. |

  21. Director Compensation Table

    | (D) Consists of contributions to charitable, educational and other non-profit organizations to match the personal contributions of directors on a dollar-for-dollar basis up to an annual maximum match of $25,000 for each director. All matching contributions are made by the Sempra Foundation, which was founded and is solely funded by Sempra. |

  22. Director Compensation Table

    In addition to the compensation for non-employee directors set forth above, Sempra has agreements with these directors that provide for indemnification for monetary damages to the fullest extent permissible under California law, which are intended to help mitigate concerns about personal liability in connection with their service as directors of the company.

  23. Director Compensation Table

    | 22 | | 2026 Proxy Statement |

  24. Director Compensation Table

    Audit Committee Report The Audit Committee of the Board of Directors is composed of the five directors named below. The board has determined that all members of the committee are independent directors and are financially literate and that each of Mr. Taylor, the Chair of the committee, and Mss. Kirk and Weaving is an audit committee financial expert as defined by the rules of the U.S. Securities and Exchange Commission. The committee’s charter, adopted by the board, is posted on the company’s website at www.sempra.com under the “Corporate governance” tab of the “Investors” tab. The committee’s responsibilities include appointing the company’s independent registered public accounting firm, pre-approving both audit and non-audit services to be provided by the firm and assisting the board in providing oversight of the company’s financial reporting process. In fulfilling its oversight responsibilities, the committee meets with the company’s independent registered public accounting firm, internal auditors and management to review accounting, auditing, internal control and financial reporting matters. It is not the committee’s responsibility to plan or conduct audits or to determine that the company’s financial statements and disclosures are complete, accurate and in accordance with accounting principles generally accepted in the United States of America and applicable laws, rules and regulations. Management is responsible for the company’s financial statements, including the estimates and judgments on which they are based, as well as the company’s financial reporting process, accounting policies, internal audit function, internal accounting controls, disclosure controls and procedures, and risk management. The company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an audit of the company’s annual financial statements, expressing an opinion as to the conformity, in all material respects, of the annual financial statements with accounting principles generally accepted in the United States of America, expressing an opinion as to the effectiveness of the company’s internal control over financial reporting and performing reviews of the company’s quarterly financial statements. The committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the U.S. Securities and Exchange Commission, which require the independent registered public accounting firm to communicate information to the committee regarding the scope and results of its audit of the company’s financial statements, including information with respect to the firm’s responsibilities under auditing standards generally accepted in the United States of America, significant accounting policies, management judgments and estimates, any significant unusual transactions or audit adjustments, any disagreements with management and any difficulties encountered in performing the audit and other similar matters required to be discussed with the committee by those standards. The committee also has received from Deloitte & Touche LLP a report providing the disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. Deloitte & Touche LLP also has discussed its independence with the committee and confirmed in the report that, in its professional judgment, it is independent of the company within the meaning of the federal securities laws. The committee also considered whether Deloitte & Touche LLP’s provision of non-audit services to the company and its affiliates is compatible with its independence. The committee also has reviewed and discussed with the company’s management the audited financial statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, and management’s report on internal control over financial reporting. Management has confirmed to the committee that the financial statements have been prepared with integrity and objectivity and that management has maintained an effective system of internal control over financial reporting. Deloitte & Touche LLP has expressed its professional opinions that the financial statements present fairly, in all material respects, the financial position and results of operations of the company in conformity with accounting principles generally accepted in the United States of America, and that management has maintained, in all material respects, an effective system of internal control over financial reporting. In addition, the company’s Chief Executive Officer and Chief Financial Officer have reviewed with the committee the certifications that each will file with the U.S. Securities and Exchange Commission pursuant to the requirements of the Sarbanes-Oxley Act of 2002 and the policies and procedures management has adopted to support the certifications. Based on these considerations, the Audit Committee has recommended to the Board of Directors that the company’s audited financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the U.S. Securities and Exchange Commission.

  25. Audit Committee

    | (B) Includes shares issued and stock options granted as equity compensation in connection with Mr. Sagara’s prior service as an employee of Sempra and its family of companies. |

  26. Audit Committee

    | (C) Shares that may be acquired through the exercise of stock options that currently are exercisable or will become exercisable within 60 days after March 20, 2026. |

  27. Skills and Experience

    Skills and Experience

  28. Skills and Experience

    | | Accounting and Finance Experience in accounting and financial matters, including the oversight of financial statements and operating results | | | | Corporate Governance Experience on or supporting a public company board, maintaining board and management accountability, protecting shareholder interests and observing appropriate governance practices | | | | Cybersecurity Experience with technology and data security systems through industry or academia | | | | Electric and/or Gas Utility Electric and/or gas utility experience outside of Sempra | | | | Energy Industry Experience in the energy industry outside of Sempra | | | | Government, Regulatory and Public Policy Experience in managing governmental and regulatory affairs, advancing public policy and community and public relations | | | | Health and Safety Experience in oversight of health and safety systems and procedures | | | | Human Capital Management Senior experience with human capital management, executive compensation, succession planning and human resource management and development | | | | Infrastructure Development Experience in the development and management or oversight of capital projects involving physical systems (e.g., transportation, water and electric systems), real estate acquisitions and construction activities | | | | Investment Strategy / Capital Markets Experience managing capital allocation and cash flow strategy and executing that strategy through, among other things, issuances of securities, other debt and project financing | | | | Risk Management Experience in oversight of risk management, or in a senior compliance or regulatory role | | | | Strategic Planning Experience in developing corporate strategies and long-term business plans | | | | Sustainability Experience in operating responsible and sustainable businesses | | | | Technology Leadership and oversight experience in technological trends related to clean energy, including emerging technology and/or innovative technology to advance the energy transition | |

  29. Skills and Experience

    | | 2026 Proxy Statement 27 |

  30. Skills and Experience

    Biographical information regarding each director nominee named in this proxy statement and his or her qualifications to serve as a director are set forth below. The age shown for each director is as of the mailing date of this proxy statement.

  31. Skills and Experience

    | Andrés Conesa, Ph.D. | INDEPENDENT DIRECTOR Chief Executive Officer, Grupo Aeroméxico, S.A.B. de C.V. | | | | Age: 56 Director since: 2017 | Board committees: Compensation and Talent Development (Chair) | Audit | Executive Other public boards: Grupo Aeroméxico, S.A.B. de C.V. | |

  32. Skills and Experience

    | Contributions Dr. Conesa has extensive knowledge of international business activities and has been a leader in promoting sustainable business practices in the air transportation industry. His deep experience with Mexican political, regulatory and financial stakeholders as well as with leading organizations through significant political, technology and market change, make him a valuable member of our board. | Experience Dr. Conesa has been the Chief Executive Officer and a director of Grupo Aeroméxico, S.A.B. de C.V., an air transportation services company, since 2005. Previously, Dr. Conesa held several positions in the Mexico Federal Government: from 2003 to 2005, he was Chairman of the Board of Directors of CINTRA (the holding company of Aeroméxico and Mexicana), and from 1991 to 2004, he served in various capacities at the Mexican Ministry of Finance, most recently as Deputy Undersecretary of Public Credit. He was a member of the Board of Governors of the International Air Transport Association from 2008 until 2018 and served as its Chairman during the 2015 term. Dr. Conesa serves as the Chairman of SkyTeam, a global alliance of airlines. He is a former director of Infraestructura Energética Nova, S.A.P.I. de C.V. (IEnova), Genomma Lab International and the Mexican Stock Exchange. |

  33. Skills and Experience

    | Pablo A. Ferrero | INDEPENDENT DIRECTOR Independent Energy Consultant | | | | Age: 63 Director since: 2013 | Board committees: Safety, Sustainability and Technology (Chair) | Corporate Governance | Executive Other public boards: None | |

  34. Skills and Experience

    | Contributions Mr. Ferrero has extensive executive and board experience in the global energy industry. He has a deep understanding of the energy industry and in particular international energy operations, utility practice and procedure and sustainable development, including clean energy technologies, finance and energy policy. This understanding of international energy operations coupled with his long tenure in roles across the energy industry value chain, make him a valuable member of our board. | Experience Mr. Ferrero is an independent energy consultant and has served as executive director at MSU Energy, a private power generation company in Argentina, since 2017. From 2006 to 2011, Mr. Ferrero served as Executive Vice President for the Southern Cone at AEI Energy, a power generation and distribution and gas transmission and distribution company. From 2004 to 2006, he was the Chief Executive Officer of Transportadora de Gas del Sur S.A. Prior to that, he served in several executive functions at Perez Companc. He is a former director of Metrogas, Pampa Energía, Petrobras Energía, EDESA Holding, Emgasud, Servicios Petroleros Argentina, Refinor, Oldelval, Termap, Chilquinta Energía (Chile), Luz del Sur (Peru), Petrolera Andina (Bolivia) and Promigas (Colombia). He was Chairman of the Board of Directors of TGS, Transener, Emdersa and EDEN. Mr. Ferrero served as a member of the Board of Directors of the Argentine Business Council for Sustainable Development, a partner organization to the World Business Council for Sustainable Development, from 2004 to 2006. He is a director of Casaclub Foundation. |

  35. Skills and Experience

    | 28 | | 2026 Proxy Statement |

  36. Skills and Experience

    | Jennifer M. Kirk | INDEPENDENT DIRECTOR Chief Executive Officer and Director, Exubrion Therapeutics, Inc. | | | | Age: 51 Director since: 2024 | Board committees: Audit | Safety, Sustainability and Technology Other public boards: Republic Services, Inc. | |

  37. Skills and Experience

    | Contributions Ms. Kirk has extensive experience with financial, capital markets and public accounting matters as well as an established track record as an executive in the energy industry. This experience, together with her executive and energy sector experience, make her a valuable member of our board. | Experience Ms. Kirk has been Chief Executive Officer and a director of Exubrion Therapeutics, Inc., a private veterinary therapeutics company focused on using nuclear medicine for inflammatory disease, since 2025. Prior to that, she was Senior Vice President, Global Controller and Chief Accounting Officer for Medtronic, Inc., a healthcare technology company and subsidiary of Medtronic plc, since 2021. Before joining Medtronic, she held the position of Senior Vice President, Integration and Value Capture at Occidental Petroleum Corporation, an oil and gas company with upstream, midstream and chemical manufacturing operations, where she worked for more than 20 years in various roles of increasing responsibility, including Vice President and Chief Accounting Officer and Controller and Oil and Gas Divisional CFO. Ms. Kirk is a director for Healing with Horseplay and a former director for both the Boys and Girls Club—Houston Chapter and the Juvenile Diabetes Research Foundation—Minnesota Chapter. Ms. Kirk is a director of Republic Services, Inc. |

  38. Skills and Experience

    | Richard J. Mark | INDEPENDENT DIRECTOR Retired, Chairman and President, Ameren Illinois Company | | | | Age: 70 Director since: 2023 | Board committees: Audit | Compensation and Talent Development Other public boards: Tenet Healthcare Corporation | |

  39. Skills and Experience

    | Contributions Mr. Mark brings more than four decades of executive leadership experience in the healthcare and regulated electric and gas utilities sectors, including significant operational, safety, regulatory and public policy expertise. His extensive background overseeing large and complex organizations, together with his public company board experience, make him a valuable member of our board. | Experience Mr. Mark served as Chairman and President of Ameren Illinois Company, an electric and gas regulated utility and wholly owned subsidiary of Ameren Corporation, from 2012 until 2022. Mr. Mark joined Ameren in 2002 as Vice President of Customer Services and held a series of increasingly responsible management positions, including Senior Vice President, Customer Operations of Ameren Missouri where he oversaw electric and gas operations. Prior to joining Ameren, Mr. Mark was with Ancilla Systems Inc. where he served as President and Chief Executive Officer of St. Mary’s Hospital in East St. Louis, Illinois. Mr. Mark is an NACD Board Leadership Fellow and a director of the Abraham Lincoln Presidential Library Foundation. Mr. Mark is a director of Tenet Healthcare Corporation and a former director of Ameren Illinois Company. |

  40. Skills and Experience

    | | 2026 Proxy Statement 29 |

  41. Skills and Experience

    | Jeffrey W. Martin | CHAIRMAN OF THE BOARD Chief Executive Officer and President, Sempra | | | | Age: 64 Director since: 2018 | Board committees: Executive (Chair) Other public boards: Oncor | |

  42. Skills and Experience

    | Contributions Mr. Martin, in his position as Chairman and Chief Executive Officer of Sempra, oversees the management of all aspects of our businesses and leads the overall governance activities of the Board of Directors. His performance and leadership in previous senior executive positions at Sempra, his experience as an employee of the company and its subsidiaries for more than 21 years, and his broad understanding of finance, law, regulatory affairs and the energy industry, including renewables, emerging technologies and global energy policy, make him a valuable member and leader of our board. | Experience Mr. Martin has served as a director and as the Chairman and Chief Executive Officer of Sempra since 2018, and since 2020 he also has served as Sempra’s President. Previously, Mr. Martin served as Executive Vice President and Chief Financial Officer of the company from 2017 to 2018. Prior to that, he served as the Chief Executive Officer and a director at SDG&E beginning in 2014 and was appointed as President and Chairman in 2015, serving in each of these offices through 2016. From 2010 to 2013, Mr. Martin served as Chief Executive Officer and President of Sempra U.S. Gas & Power (USGP), a previous business unit of the company, and USGP’s predecessor organization, Sempra Generation. Earlier, he served as Vice President of Investor Relations for Sempra. Prior to joining the company in 2004, Mr. Martin was Chief Financial Officer of NewEnergy, Inc. He also formerly served as corporate counsel at Unisource Energy Corporation and was an attorney at the law firm of Snell & Wilmer, LLP. Mr. Martin serves on the board of directors of Oncor and is a member of The Business Council. He previously served on the boards of directors of SoCalGas, IEnova, American Petroleum Institute, Edison Electric Institute, Business Roundtable, California Chamber of Commerce, San Diego Regional Chamber of Commerce and National Association of Manufacturers. He has also served as a member of the World Economic Forum’s International Business Council and on the board of trustees of the University of San Diego. |

  43. Skills and Experience

    | Michael N. Mears | INDEPENDENT DIRECTOR Retired, Chairman, President and Chief Executive Officer, Magellan Midstream Partners, L.P. | | | | Age: 63 Director since: 2018 | Board committees: Corporate Governance (Chair) | Compensation and Talent Development | Executive Other public boards: Devon Energy Corporation and Kayne Anderson Energy Infrastructure Fund, Inc. | |

  44. Skills and Experience

    | Contributions Mr. Mears possesses extensive executive and public company board and energy industry experience, including in midstream investments and operations. His commercial and operational expertise in the context of global energy markets and the energy transition make him a valuable member of our board. | Experience Mr. Mears served as Chairman, President and Chief Executive Officer of Magellan Midstream Partners, L.P. (Magellan), which transports, stores and distributes petroleum and petroleum products, from 2011 to 2022. From 2008 through 2011, he served as Chief Operating Officer of Magellan. Mr. Mears was a Senior Vice President of Magellan GP, LLC, general partner of Magellan, from 2007 through 2008 and a Vice President from 2004 to 2007. Prior to joining Magellan in 2004, he served as a Vice President of Subsidiaries of The Williams Companies, Inc. from 1996 to 2004. Mr. Mears also worked in various management positions with Williams Pipeline Company (now known as Magellan Pipeline Company, L.P.) since joining The Williams Companies in 1985. Mr. Mears is a director of Devon Energy Corporation and Kayne Anderson Energy Infrastructure Fund, Inc. He served as a member of the board of directors of the Association of Oil Pipelines from 2003 until 2022. |

  45. Skills and Experience

    | 30 | | 2026 Proxy Statement |

  46. Skills and Experience

    | Kevin C. Sagara | DIRECTOR Retired, Executive Vice President and Group President, Sempra | | | | Age: 64 Director since: 2025 | Board committees: Safety, Sustainability and Technology Other public boards: None | |

  47. Skills and Experience

    | Contributions Mr. Sagara’s 30 years of experience in the energy sector and his demonstrated leadership and experience in both regulated utility and non-regulated energy infrastructure operations, including in safety, regulatory affairs, mergers and acquisitions, legal and governance, bring valuable insights to our board. | Experience Mr. Sagara served as Executive Vice President and Group President for Sempra from 2020 until his retirement in 2023. While in that role, he also served as Non-Executive Chairman and director of both SDG&E and SoCalGas. Prior to that, he was the executive Chairman and Chief Executive Officer and a director of SDG&E from 2018 to 2020. Mr. Sagara served as President of Sempra Renewables, LLC from 2013 to 2018, and held other senior-level positions during his decades-long career with the Sempra family of companies. As a corporate attorney, Mr. Sagara played a key role in the formation of Sempra in 1998. |

  48. Skills and Experience

    | Jack T. Taylor | INDEPENDENT DIRECTOR Retired, Chief Operating Officer—Americas and Executive Vice Chair of U.S. Operations, KPMG LLP (U.S.) | | | | Age: 74 Director since: 2013 | Board committees: Audit (Chair) | Compensation and Talent Development | Executive Other public boards: Genesis Energy LP and Murphy USA Inc. | |

  49. Skills and Experience

    | Contributions Mr. Taylor has extensive experience with financial, capital markets and public accounting issues as well as a deep knowledge of the energy industry, including global energy markets and the clean energy sector. This experience, together with his executive and public company board experience, make him a valuable member of our board. | Experience Mr. Taylor was the Chief Operating Officer—Americas and Executive Vice Chair of U.S. Operations for KPMG LLP (U.S.) from 2005 to 2010. Mr. Taylor sponsored formation of the KPMG Diversity Advisory Board in 2007 and served as its Chair until his retirement in 2010. From 2001 to 2005, he served as the Vice Chairman of U.S. Audit and Risk Advisory Services for KPMG. He spent over 35 years as a public accountant at KPMG, many of which he worked in a leadership capacity. Mr. Taylor is a director of Genesis Energy LP and Murphy USA Inc. |

  50. Skills and Experience

    | | 2026 Proxy Statement 31 |

  51. Skills and Experience

    | Cynthia J. Warner | LEAD INDEPENDENT DIRECTOR Retired, President and Chief Executive Officer, Renewable Energy Group, Inc. | | | | Age: 67 Director since: 2019 | Board committees: Corporate Governance | Safety, Sustainability and Technology | Executive Other public boards: Bloom Energy and Chevron Corporation | |

  52. Skills and Experience

    | Contributions Ms. Warner brings extensive experience and leadership in the global energy transition, particularly with respect to clean and renewable energy, as well as experience with carbon credits, offsets and other clean energy strategies. Her service as an advisor on key government policy task forces has deepened her expertise on these matters in a state and federal regulatory context. This industry leadership experience makes her a valuable member of our board. | Experience Ms. Warner served as President and Chief Executive Officer of Renewable Energy Group, Inc. (REGI), an advanced biofuel producer, from January 2019 until its acquisition by Chevron Corporation in May 2022. Ms. Warner is a senior operating partner at GVP Climate, LP, an active investor in early stage clean technology climate solutions. She previously served as Executive Vice President of Operations for Andeavor (formerly Tesoro Corporation), a refiner and marketer of petroleum products, from 2016 until 2018, when Andeavor was acquired by Marathon Petroleum Corp. Prior to that, she served as Andeavor’s Executive Vice President of Strategy and Business Development from 2014 to 2016. Ms. Warner previously served as Chairman and Chief Executive Officer of Sapphire Energy, Inc. after a 25-year career at BP and Amoco, Inc. (prior to its acquisition by BP). Ms. Warner is a member of the Vanderbilt University Board of Trust, the Board of Visitors for the Vanderbilt University School of Engineering, and the Executive Committee for the Board of Advisors of the Center for Global Energy Policy at Columbia University, and is a Trustee for the University of the Incarnate Word. Ms. Warner previously served on President Obama’s Renewable Energy Task Force and the Iowa Governor’s Carbon Sequestration Task Force. She also is a member of the National Petroleum Council. Ms. Warner is a director of Bloom Energy and Chevron Corporation and a former director of REGI and IDEX Corporation. She serves as our Lead Independent Director. |

  53. Skills and Experience

    | Anya Weaving | INDEPENDENT DIRECTOR Retired, Vice Chair and Managing Director, Global Natural Resources, Investment Banking, Bank of America Merrill Lynch | | | | Age: 49 Director since: 2025 | Board committees: Audit | Compensation and Talent Development Other public boards: APA Corporation | |

  54. Skills and Experience

    | Contributions Ms. Weaving’s extensive investment banking experience advising companies in the energy sector on strategy, mergers and acquisitions and capital markets transactions, combined with her previous role as chief financial officer and broad international experience, make her a valuable addition to our board. | Experience Ms. Weaving was Vice Chair and Managing Director, Global Natural Resources, Investment Banking for Bank of America Merrill Lynch from 2017 to 2022. Prior to that, she was Chief Financial Officer for SOCO International plc, a U.K. oil and gas exploration and production company, from 2014 to 2015. From 2005 to 2014, Ms. Weaving held various roles at Bank of America Merrill Lynch, including Head of European Oil and Gas M&A and Managing Director, Mergers & Acquisitions. Ms. Weaving is a board trustee of the Musical Arts Association, a nonprofit organization that oversees the Cleveland Orchestra. Ms. Weaving is a director of APA Corporation. |

  55. Skills and Experience

    | 32 | | 2026 Proxy Statement |

  56. Skills and Experience

    | James C. Yardley | INDEPENDENT DIRECTOR Retired, Executive Vice President, El Paso Corporation | | | | Age: 74 Director since: 2013 | Board committees: Corporate Governance | Safety, Sustainability and Technology Other public boards: None | |

  57. Skills and Experience

    | Contributions Mr. Yardley has extensive executive and public company board experience in the energy industry, including natural gas and in particular the midstream portion of that industry. This specialized energy industry experience, together with Mr. Yardley’s executive and public company board experience, make him a valuable member of our board. | Experience Mr. Yardley was Executive Vice President of El Paso Corporation, a natural gas pipeline company and oil and gas producer, and President of its Pipeline Group from 2006 through 2012. Mr. Yardley was also the President and Chief Executive Officer of El Paso Pipeline GP Company LLC, the general partner of El Paso Pipeline Partners, L.P., a master limited partnership that owned and operated interstate natural gas transportation pipelines, storage and other midstream assets, from 2007 through 2012. From 1998 through 2006, he was the President of Southern Natural Gas Company, previously a unit of El Paso Corporation and now a unit held jointly by Kinder Morgan Inc. and The Southern Company. Mr. Yardley is a former director of El Paso Pipeline GP Company LLC and Scorpion Offshore Ltd. |

  58. Executive Summary

    | • | Describe each element of executive pay, including base salaries, short-term and long-term incentives and executive benefits |

  59. Executive Summary

    | Section | Page | | Executive Summary | 40 | | Business Overview and Strategy | 41 | | Long-Term Growth | 41 | | Strategic Performance Highlights | 43 | | Shareholder Engagement | 44 | | 2025 Compensation Program Overview | 45 | | Target Compensation Summary | 46 | | Pay-for-Performance Alignment | 48 | | Rigor of Incentive Targets | 48 | | Strong Compensation Governance Practices | 50 | | Compensation Philosophy and Program Goals | 51 | | Labor Market Reviews | 51 | | Compensation Components | 54 | | Primary Components of Executive Compensation Program | 54 | | 1. Base Salaries | 54 | | 2. Performance-Based Annual Bonuses | 54 | | 3. Long-Term Equity-Based Incentives | 57 | | 4. Benefit Plans and Other Executive Benefits | 61 | | 5. Severance and Change in Control Arrangements | 63 | | Compensation and Talent Development Committee Roles and Responsibilities | 64 | | Management’s Role in Compensation Matters | 65 | | Managing Risk in Compensation Programs | 65 | | Equity Award Timing Practices | 67 | | Share Ownership Guidelines | 67 | | Impact of Regulatory Requirements | 67 |

  60. Long-Term Growth

    Long-Term Growth Our 2025 achievements build on our strong long-term financial performance, which has contributed to our robust long-term growth and shareholder value creation.

  61. Long-Term Growth

    | • | Substantial Value Returned to Shareholders: We have a long track record of returning value to shareholders, including 16 consecutive years of dividend increases. The CAGR of our common stock dividend exceeded the median CAGR for companies in the S&P 500 Utilities Index over the past 10 and 20 years, and we have returned approximately $10 billion of capital to shareholders through dividends and share repurchases from 2020 to 2025. |

  62. Long-Term Growth

    | • | More Than 2.5x Market Capitalization Increase: Over the past 10 years, our market capitalization increased by more than 150%, from $23 billion at the end of 2015 to $58 billion at the end of 2025. |

  63. Long-Term Growth

    | • | Meaningful TSR Growth: Our total shareholder return of 63% for the five-year period ended December 31, 2025 outpaced the 59% return of the S&P 500 Utilities Index over the same period. This contributes to our compelling long-term growth story with 25-year total shareholder return of 1,558%, significantly higher than both the S&P 500 Index and the S&P 500 Utilities Index. |

  64. Long-Term Growth

    | | 2026 Proxy Statement 41 |

  65. Long-Term Growth

    Figure 1

  66. Long-Term Growth

    | (1) As of or for the years ended December 31, 2015, 2020 and 2025, as the context requires. Dollars in billions, except annualized dividends per share. |

  67. Long-Term Growth

    | (2) Adjusted Earnings is a non-GAAP financial measure. Adjusted Earnings for the years ended December 31, 2015 and 2020 have been updated from their original presentation to exclude additional items to conform to the presentation for the year ended December 31, 2025. For a reconciliation of GAAP Earnings to Adjusted Earnings, see Appendix A to this proxy statement. |

  68. Long-Term Growth

    | (3) Reflects total shareholder return from December 29, 2000 through December 31, 2025, based on data from Bloomberg and assuming reinvestment of all dividends. |

  69. Long-Term Growth

    | 42 | | 2026 Proxy Statement |

  70. Shareholder Engagement

    | Key Themes | Shareholder Feedback | | | Annual Bonus Plan | • Feedback on the company’s financial performance and the 80% weighting for the ABP Earnings measure was generally positive and shareholders generally supported our annual bonus plan performance measures and their weightings. • Performance measures tied to responsible business practices that focus on safe and sustainable operations were a key discussion topic. Shareholders generally supported including these measures in our annual bonus plan, but encouraged simplifying the number of performance measures and focusing on quantitatively measurable goals. Minor design changes based, in part, on shareholder feedback are discussed below. | | | Long-Term Incentive Plan | • Shareholders generally supported our annual LTIP award design and our emphasis on performance-based equity to drive long-term alignment with company performance and shareholder interests. • Shareholders generally supported our use of relative performance measures. | | | Compensation Peer Group | • Shareholders were generally supportive of including general industry and utilities and energy industry companies in our compensation peer group, reflecting the labor market from which the company recruits executive talent for corporate roles. | | | Compensation Program Update | Prior | 2025 Updates | | Annual Bonus Plan | The financial measure (ABP Earnings) was weighted at 80%, safety measures were weighted at 12%, and measures tied to responsible business practices and sustainable operations were weighted at 8% in total, with a scorecard that included 15 goals and payout based on the number of goals achieved. | Maintained the weighting of 80% for the financial measure (ABP Earnings), 12% for safety measures, and 8% for measures tied to responsible business practices. Simplified the number of measures tied to responsible business practices from 15 goals to two goals and moved from a scorecard approach to goals that are quantitatively measurable. |

  71. 2025 Compensation Program Overview

    | Type | Component | Form | Key Characteristics | | Fixed | Base Salary | Cash | • Base salary is targeted to generally align to the median of our compensation peer group, which includes comparably sized general industry, utilities and energy peers | | Variable | Performance-Based Annual Bonus | Cash | • Based on ABP Earnings (weighted at 80%), Safety Measures (weighted at 12%) and RBP Measures (weighted at 8%) • No bonus payment unless company meets threshold performance level for the year and maximum payouts are capped | | | Long-Term Equity-Based Incentives(1) | Equity | • Performance-Based Restricted Stock Units (weighted at two-thirds collectively) • Relative TSR Performance-Based Restricted Stock Units (weighted at one-third): 3-year relative TSR, allocated as follows: – 70% relative TSR measured against S&P 500 Utilities Index; maximum payout requires performance at 90th percentile of S&P 500 Utilities Index peers(2) – 30% relative TSR measured against S&P 500 Index; maximum payout requires performance at 90th percentile of S&P 500 Index peers • EPS Growth Performance-Based Restricted Stock Units (weighted at one-third): 3-year adjusted EPS CAGR relative to the 3-year adjusted EPS CAGRs of S&P 500 Utilities Index peers; maximum payout requires performance at the 90th percentile • 3-year performance period for each performance measure • For all of our performance-based restricted stock unit awards, performance below threshold results in zero payout • Stock Options or Service-Based Restricted Stock Units (weighted at one-third):(3) Vest ratably over three years |

  72. 2025 Compensation Program Overview

    | (1) As used in this Compensation Discussion and Analysis, the term “long-term equity-based incentives” refers to the annual LTIP awards granted on January 2, 2025. |

  73. 2025 Compensation Program Overview

    | (2) For purposes of long-term equity-based incentives, all references to the S&P 500 Utilities Index or our S&P 500 Utilities Index peers refer to the companies constituting the S&P 500 Utilities Index, excluding water companies. |

  74. 2025 Compensation Program Overview

    | (3) The 2025 annual LTIP award for Messrs. Martin and Bird and Ms. Sedgwick did not include service-based restricted stock units, and the 2025 annual LTIP award for Mss. Winn and Day did not include stock options. |

  75. 2025 Compensation Program Overview

    Actual pay mix may vary substantially from target pay mix. This may occur as a result of company performance, which greatly affects annual bonuses and payout percentages for EPS growth-based LTIP awards, and stock performance, which significantly impacts payout percentages for TSR-based LTIP awards and the ultimate value realized for all equity awards. Figure 3 shows the percentage of each component of the total 2025 direct pay opportunity as of December 31, 2025 at target company performance for each of our named executive officers. Figure 3 Note: Based on annual base salaries as of December 31, 2025, target performance-based annual bonuses calculated using the base salary and target percentage in effect as of December 31, 2025, and the target grant date value of the 2025 annual long-term incentive plan award for each named executive officer.

  76. Target Compensation Summary

    | Of this year-over-year increase, over 92% for Mr. Martin and over 70% for the other named executive officers was in the form of at-risk annual and long-term incentive compensation. |

  77. Target Compensation Summary

    | Name | Base Salary | Target Value of 2025 Performance-Based Annual Bonus | Target 2025 LTIP Award Value | Target 2025 Total Direct Compensation | | Jeffrey W. Martin | $1,700,000 | $3,060,000 | $13,740,000 | $18,500,000 | | Karen L. Sedgwick | $700,000 | $630,000 | $2,520,000 | $3,850,000 | | Justin C. Bird(1) | $940,000 | $940,000 | $2,485,000 | $4,365,000 | | Caroline A. Winn(1) | $875,000 | $875,000 | $1,646,400 | $3,396,400 | | Diana L. Day | $600,000 | $450,000 | $1,250,000 | $2,300,000 |

  78. Target Compensation Summary

    | (1) The base salary and target value of 2025 performance-based annual bonus shown above for Mr. Bird and Ms. Winn reflect the amounts and percentages in effect as of December 31, 2025. Mr. Bird’s and Ms. Winn’s base salaries and performance-based annual bonus plan targets were adjusted effective June 21, 2025 and July 5, 2025, respectively, based on changes in their roles and/or responsibilities. |

  79. Target Compensation Summary

    Target total direct compensation differs from the total compensation figures shown in the 2025 Summary Compensation Table appearing under “Executive Compensation—Compensation Tables” below. Target total direct compensation is a measure of total compensation opportunity provided in a given year. The Compensation and Talent Development Committee reviews target total direct compensation in its annual market review because it allows pay comparisons to be made across multiple organizations that may have dissimilar pay programs and different performance outcomes. Conversely, total compensation figures shown in the 2025 Summary Compensation Table combine performance outcomes of cash programs with grant date values of equity awards and include items such as the incremental, actuarial change in value of pension programs. The latter can experience extreme annual volatility based on factors such as interest rates or participants achieving vesting milestones based on age or service. For these reasons, the Compensation and Talent Development Committee believes target total direct compensation provides for more consistent annual compensation comparisons.

  80. Pay-for-Performance Alignment

    Pay-for-Performance Alignment The Compensation and Talent Development Committee believes that pay should be structured to align executive compensation with company performance and with the interests of our shareholders. As a result, our incentive plans are designed to deliver payouts that are aligned with company performance. Our LTIP awards measure TSR performance relative to companies in the S&P 500 Utilities Index and S&P 500 Index and our EPS growth-based LTIP awards measure our adjusted EPS growth relative to our S&P 500 Utilities Index peers. The long-term link between pay and performance is demonstrated by comparing the LTIP payouts for our TSR-based and EPS growth-based annual LTIP awards granted from 2014 through 2023 and vesting from 2017 through 2025. Although our LTIP design and weighting of award components varied over this 10-year period, our TSR-based and EPS growth-based annual LTIP awards collectively comprised at least two-thirds of the total of each year’s annual LTIP grant date award value (with the remainder consisting of stock options or service-based restricted stock units, which are not reflected in the table below).

  81. Pay-for-Performance Alignment

    | The 10-year average realized payout for these awards was 103% of target, with five years of above-target payouts and five years of below-target payouts. |

  82. Pay-for-Performance Alignment

    | Award Cycle | Realized Payout | | 2014-2017 | 40% of Target | | 2015-2017 | 40% of Target | | 2016-2018 | 40% of Target | | 2017-2019 | 151% of Target | | 2018-2020 | 137% of Target | | 2019-2021 | 89% of Target | | 2020-2022 | 140% of Target | | 2021-2023 | 163% of Target | | 2022-2024 | 190% of Target | | 2023-2025 | 35% of Target | | Ten-Year Average | 103% of Target |

  83. Performance-Based Annual Bonus Plan

    Performance-Based Annual Bonus Plan For 2025, the Compensation and Talent Development Committee selected earnings (weighted at 80%), safety (weighted at 12%) and responsible business practices (weighted at 8%) for the measurement of annual company performance under the performance-based annual bonus plan. The committee utilizes earnings as the basis of the primary annual bonus metric because it believes this measure provides an accurate and comprehensive picture of annual company financial performance that plan participants, shareholders, analysts and other parties can easily understand. The committee makes certain predefined adjustments to GAAP earnings as described in Appendix B to this proxy statement to calculate ABP Earnings. The committee set a challenging 2025 ABP Earnings target of $2,912 million based on the company’s financial plan and consistent with the 2025 earnings guidance announced in February 2025. The 2025 target was lower than the 2024 ABP earnings target due to several factors, including (1) at Sempra California, the impact from regulatory outcomes in late 2024 that affected our forecasts for 2025, including the CPUC’s 2024 General Rate Case final decision, a CPUC decision resulting in lower authorized cost of capital for 2025, and an order by the Federal Energy Regulatory Commission resulting in lost eligibility for the additional return on equity for participating in the California Independent System Operator market; (2) at Sempra Texas, higher expected operating and maintenance costs and interest expenses, as well as the anticipated impacts from Oncor’s filing of a new base rate review with the PUCT; and (3) at Sempra Infrastructure, the delay in the commercial operations date from 2025 to 2026 for the ECA LNG Phase 1 project under construction. In consideration of the lower target value, the committee widened the range between the 2025 ABP Earnings target and maximum goals to $291 million, which is 19% broader than the $244 million range in 2024. Our 2025 ABP Earnings of $3,154 million was between our ABP Earnings target of $2,912 million and our ABP Earnings maximum goal of $3,203 million. Our above-target performance was driven primarily by (1) at Sempra Texas, establishment of the Unified Tracker Mechanism, which is designed to improve the efficiency of recovery of capital investment costs and (2) at Sempra Infrastructure, enhanced optimization of transportation and supply contracts.

  84. Performance-Based Annual Bonus Plan

    | 48 | | 2026 Proxy Statement |

  85. Performance-Based Annual Bonus Plan

    Adjustments to GAAP earnings were predefined at the time the Compensation and Talent Development Committee determined the 2025 annual bonus plan goals. For a reconciliation of GAAP earnings to ABP Earnings, see “Reconciliation of 2025 GAAP Earnings to ABP Earnings” below and Appendix B to this proxy statement. For detailed information about the component measurements of annual company performance under the performance-based annual bonus plan, see “Annual Bonus Performance Results” below and Appendix B to this proxy statement.

  86. Long-Term Equity-Based Incentives

    Long-Term Equity-Based Incentives The 2025 annual LTIP award design for Messrs. Martin and Bird and Ms. Sedgwick was 100% performance based, with two-thirds in performance-based restricted stock units and one-third in nonqualified stock options, which the Compensation and Talent Development Committee views as performance-based because their value depends on our stock price increasing over time. The 2025 annual LTIP award design for Mss. Winn and Day was two-thirds performance-based restricted stock units and one-third service-based restricted stock units. The performance measures and weightings for the 2025 annual long-term incentive plan awards were: Figure 4

  87. Long-Term Equity-Based Incentives

    | (1) The TSR portion of the awards includes two components: one that measures TSR relative to the S&P 500 Utilities Index, weighted at 70%, and one that measures TSR relative to the S&P 500 Index, weighted at 30%. |

  88. Long-Term Equity-Based Incentives

    | (2) Stock options were awarded to the Chief Executive Officer and Executive Vice Presidents as of January 2, 2025. Other participants, consisting of Ms. Winn, who was promoted to Executive Vice President in July 2025, and Ms. Day, received service-based restricted stock units (RSUs) in lieu of stock options. |

  89. Long-Term Equity-Based Incentives

    The 2025 annual long-term incentive plan awards include two performance measures — relative total shareholder return (weighted at one-third of the total award value, 70% of which is based on performance against the S&P 500 Utilities Index and 30% of which is based on performance against the S&P 500 Index) and EPS growth (weighted at one-third of the total award value). The Compensation and Talent Development Committee measures performance against challenging targets in order to drive long-term growth and closely align executives’ interests with the interests of our shareholders. In the event that Sempra’s total shareholder return is below the 25th percentile of the relevant index (S&P 500 Utilities Index or S&P 500 Index), participants receive zero shares for that portion of the award. To achieve the maximum payout, performance must be at or above the 90th percentile of the relevant index (S&P 500 Utilities Index or S&P 500 Index). For the EPS growth portion of the annual LTIP award, no payout is made if our adjusted EPS CAGR is below the 25th percentile relative to the adjusted EPS CAGRs of our S&P 500 Utilities Index peers. To achieve maximum payout, performance must be at or above the 90th percentile relative to our S&P 500 Utilities Index peers. Actual payouts for performance-based restricted stock unit awards for the past ten completed award cycles ranged from 35% of target to 190% of target, with five cycles paying out below target and five cycles paying out above target.

  90. Long-Term Equity-Based Incentives

    | The 35% payout for the 2023-2025 performance-based restricted stock unit awards was the lowest payout over the ten-year period, driven by the zero payout for the EPS-growth based awards. |

  91. Long-Term Equity-Based Incentives

    | | 2026 Proxy Statement 49 |

  92. Long-Term Equity-Based Incentives

    The 2023 performance-based restricted stock unit awards, which had a 2023-2025 performance period, represented almost half of Mr. Martin’s 2023 target total direct compensation. A comparison of the target value and the value realized at vesting is provided in Figure 5 below. Figure 5 Note: The grant date value is equal to the number of performance-based restricted stock units granted, assuming the target level of performance conditions were achieved, multiplied by the closing price of Sempra common stock on the grant date. The grant date value differs from the values reported in “Compensation Tables—Summary Compensation Table” and “Compensation Tables—Grants of Plan-Based Awards” with respect to awards based on relative total shareholder return, which are reported in those compensation tables based on a Monte Carlo valuation that is used to calculate the grant date fair value. The value realized at vesting is equal to the number of performance-based restricted stock units earned based on the performance conditions actually achieved, multiplied by the closing price of Sempra common stock on the vesting date.

  93. Strong Compensation Governance Practices

    | | What we do | | What we don’t do | | • Incorporate shareholder feedback in our compensation program design • Multiple, and complementary, LTIP award and annual bonus plan performance measures • Annual review of external market compensation data • LTIPs include “double-trigger” equity vesting upon a change in control(1) • Cash severance payments policy • Clawback policy • Share ownership guidelines (8x base salary for Chief Executive Officer) • Independent advisors conduct risk assessment of compensation program | | • No excise tax gross-ups for named executive officers • No employment contracts for named executive officers • No stock option repricing(2) • No stock options granted below fair market value • No hedging or pledging of shares • No uncapped incentives • No single-trigger cash severance payments upon a change in control(1) • No excessive perquisites; all have a specific business rationale | |

  94. Strong Compensation Governance Practices

    | (1) See “Severance and Change in Control Arrangements” for additional information. |

  95. Strong Compensation Governance Practices

    | (2) Long-term incentive plan awards are granted from a shareholder-approved plan that prohibits stock option repricing and cash buyouts without shareholder approval. |

  96. Executive Compensation Program Goals

    | • | Link executive compensation to both annual and long-term business and individual performance |

  97. Market Review

    Market Review The Compensation and Talent Development Committee seeks to provide compensation opportunities for our executives that are commensurate with the competitive labor market. The Compensation and Talent Development Committee reviewed the labor market and set 2025 target pay opportunities for the named executive officers in late 2024. The labor market review used a 28-company peer group composed of general industry, utilities industry and energy industry companies (Compensation Peer Group). The Compensation Peer Group is representative of the broad multi-industry labor market from which officer roles are recruited. The committee reviews compensation data at the 25th, 50th and 75th percentiles of the Compensation Peer Group data, in total and by component (base salaries, target performance-based annual bonuses and target long-term equity-based incentives), and generally targets alignment with the 50th percentile. However, positioning relative to the 50th percentile may vary based on individual factors such as the comparability of market survey positions to the scope and structure of our positions, performance, experience, time in position, internal pay equity, succession planning considerations, and organizational factors, such as company size, which falls within the third quartile of the peer group based on market capitalization, and business complexity, which exceeds many of our peers in light of our utilities operating in multiple states and our investments in other, non-utility energy infrastructure. Based on the late 2024 labor market review, 2025 target total compensation for Messrs. Martin and Bird fell within the third quartile (between the 50th and 75th percentiles) of the Compensation Peer Group data, reflecting Mr. Martin’s long tenure and strong long-term performance as Chief Executive Officer and the continued expansion of Mr. Bird’s role. Target total compensation for 2025 for Mss. Sedgwick and Day, who were promoted to their roles in 2024, trailed the median of the Compensation Peer Group data reflecting the committee’s practice of ramping up compensation over a two-year to three-year period following a promotion. Ms. Winn, who was promoted to her role effective July 5, 2025, was not included in the late 2024 market review. Actual compensation may be higher or lower than target compensation, because it reflects actual performance and payouts under our performance-based annual bonus plan and our long-term incentive plan.

  98. Compensation Peer Group Composition

    Compensation Peer Group Composition The Compensation Peer Group is composed of 28 companies, with half representing the utilities and energy industries and half representing general industry. Figure 7 In selecting the peer companies, the Compensation and Talent Development Committee considered multiple measures of company size, including revenue and market capitalization. Additional criteria considered by the Compensation and Talent Development Committee included:

  99. Compensation Peer Group Composition

    | • | All of the peers are publicly traded companies with a strong United States domestic presence. |

  100. Compensation Peer Group Composition

    | • | All of the general industry peers are members of the S&P 500 Index. |

  101. Compensation Peer Group Composition

    | • | General industry peers include representation from all 11 Global Industry Classification Standard (GICS) sectors to provide a broad cross-section of the labor market. |

  102. Compensation Peer Group Composition

    | • | All of the peers were in our peer group in 2024, maintaining continuity of comparisons year-over-year. |

  103. Compensation Peer Group Composition

    | 52 | | 2026 Proxy Statement |

  104. Compensation Peer Group Composition

    The table below shows the companies included in the Compensation Peer Group and each company’s GICS sector.

  105. Compensation Peer Group Composition

    | Company | GICs Sector | | Air Products and Chemicals | Materials | | American Electric Power Company, Inc. | Utilities | | American Tower Corporation | Real Estate | | Analog Devices, Inc. | Information Technology | | CenterPoint Energy, Inc. | Utilities | | Cheniere Energy, Inc. | Energy | | Corning Incorporated | Information Technology | | Dominion Energy, Inc. | Utilities | | Duke Energy Corporation | Utilities | | Edison International | Utilities | | Entergy Corporation | Utilities | | Hilton Worldwide Holdings Inc. | Consumer Discretionary | | Illinois Tool Works Inc. | Industrials | | International Flavors & Fragrances Inc. | Materials | | The Interpublic Group of Companies(1) | Communication Services | | IQVIA Holdings Inc. | Health Care | | Jacobs Solutions Inc. | Industrials | | Kimberly-Clark Corporation | Consumer Staples | | L3Harris Technologies, Inc. | Industrials | | Marsh & McLennan Companies, Inc. | Financials | | MPLX LP | Energy | | NextEra Energy, Inc. | Utilities | | PG&E Corporation | Utilities | | Public Service Enterprise Group Inc. | Utilities | | Schlumberger Limited | Energy | | The Southern Company | Utilities | | Textron Inc. | Industrials | | The Williams Companies, Inc. | Energy |

  106. Compensation Peer Group Composition

    Table 7

  107. Compensation Peer Group Composition

    | (1) As of November 26, 2025, The Interpublic Group of Companies, Inc. operates as a subsidiary of Omnicom Group Inc. Financial data for The Interpublic Group of Companies, Inc. is, therefore, not included in Table 8 below. |

  108. Compensation Peer Group Composition

    | Compensation Peer Group Summary Statistics (Dollars in Millions) | Market Capitalization(1) | Revenue(2) | | 75th Percentile | $73,261 | $21,871 | | Median | $54,281 | $16,044 | | 25th Percentile | $34,403 | $11,923 | | Sempra | $57,625 | $13,702 | | Sempra Percentile Rank | 62(nd) | 40(th) |

  109. Compensation Peer Group Composition

    Table 8

  110. Compensation Peer Group Composition

    | (1) Market capitalization is calculated using the common stock closing price on December 31, 2025 and the number of outstanding shares of common stock based on publicly reported information available as of December 31, 2025. |

  111. Compensation Peer Group Composition

    | (2) Revenue is for fiscal year 2025 (except for one peer company that is based on fiscal 2024 revenue due to the timing of its fiscal year end and filing of its annual report on Form 10-K). |

  112. Compensation Peer Group Composition

    | | 2026 Proxy Statement 53 |

  113. Use of Survey Data

    Use of Survey Data Compensation survey data may be used to supplement Compensation Peer Group data or if Compensation Peer Group data is not available for a particular role. In this case, information about specific surveys or specific companies in the survey data is not provided to the Compensation and Talent Development Committee.

  114. Primary Components of Executive Compensation Program

    | • | Performance-based annual bonuses |

  115. Primary Components of Executive Compensation Program

    | • | Long-term equity-based incentives |

  116. Primary Components of Executive Compensation Program

    Additional benefits include participation in savings and retirement plans and health and welfare programs, as well as personal benefits and severance and change in control arrangements. All of our named executive officers generally participate in the same compensation program. However, compensation levels for named executive officers vary substantially based on the roles and responsibilities of the individual officers.

  117. Factors Considered in Determining Base Salaries

    | | Peer group salary data | | | Individual contributions and performance | | | Labor market conditions |

  118. 2. Performance-Based Annual Bonuses

    2. Performance-Based Annual Bonuses

  119. Performance Guidelines

    Performance Guidelines Each year the Compensation and Talent Development Committee establishes performance measures and dollar guidelines for performance-based cash bonuses. The committee strives to select financial and operational performance measures that are linked to our business strategy and shareholder interests. Consistent with our pay-for-performance philosophy, the performance measures do not provide for any bonus payment unless the company meets the threshold (minimum) performance level for the year. Bonus opportunities increase from 40% of target for performance at the threshold level to 200% of target for performance at the maximum level.

  120. Bonus Opportunities for Named Executive Officers

    Bonus Opportunities for Named Executive Officers Target bonus opportunities as of December 31, 2025 are expressed as a percentage of each named executive officer’s base salary and as a dollar value below. In late 2024, Mr. Martin’s target bonus opportunity was increased from 175% to 180% based on strong company and individual performance, size-appropriate positioning within our Compensation Peer Group, and the other factors described above under “Target Compensation Summary.” Mr. Bird’s target was increased from 90% to 100% effective June 21, 2025 to reflect an expanded scope of his role. Ms. Winn was promoted to her role effective July 5, 2025 and her target was set at 100% of her base salary at that time.

  121. Bonus Opportunities for Named Executive Officers

    | Named Executive Officer | Target % | Target Value | | Jeffrey W. Martin | 180% | $3,060,000 | | Karen L. Sedgwick | 90% | $630,000 | | Justin C. Bird(1) | 100% | $940,000 | | Caroline A. Winn(1) | 100% | $875,000 | | Diana L. Day | 75% | $450,000 |

  122. Bonus Opportunities for Named Executive Officers

    Table 9

  123. Bonus Opportunities for Named Executive Officers

    | (1) This Table 9 reflects Mr. Bird’s and Ms. Winn’s respective target percentages as of December 31, 2025. Each of their actual 2025 awards, which are reflected in Table 13, were prorated between prior and current targets. |

  124. Annual Bonus Plan Performance Measures

    Annual Bonus Plan Performance Measures For 2025, the Compensation and Talent Development Committee selected earnings, public and employee safety, and responsible business practices, including goals tied to cybersecurity and employee engagement, as the criteria for measuring annual company performance. The ABP Earnings measure was weighted at 80%, Safety Measures were weighted at 12% and RBP Measures were weighted at 8%. For annual bonus plan purposes, ABP Earnings are Sempra’s GAAP net income, excluding earnings attributable to noncontrolling interests and preferred stock dividends and certain other predefined adjustments. ABP Earnings may be higher or lower than earnings reported in our financial statements due to these adjustments, which are described in “Reconciliation of GAAP Earnings to ABP Earnings” below and in Appendix B to this proxy statement. The specific components of the Safety Measures and the RBP Measures are described in Table 11 below and in Appendix B to this proxy statement.

  125. Rationale for Selection of Performance Measures

    Rationale for Selection of Performance Measures The Compensation and Talent Development Committee selected earnings as the basis of the primary annual bonus plan metric for 2025, weighted at 80%, because it believes this measure continues to provide an accurate and comprehensive picture of annual company financial performance that plan participants, shareholders, analysts and other parties can easily understand. Safety measures, which historically have been included in the annual bonus plan, are also included for 2025, weighted at 12%, because the committee believes that strong safety performance is critical to our infrastructure-intensive businesses. Performance measures consist of metrics that promote public safety and safe operations as well as employee safety metrics. The committee added measures promoting responsible business practices and sustainable operations to the annual bonus plan in 2021 and continued their use in 2025, refining these measures in 2025 to streamline to fewer metrics that are quantitatively measurable and more directly focused on responsible business practices important to our operational success. Although we have reduced the number of RBP Measures goals in the annual bonus plan in an effort to simplify these goals with objective, measurable targets, we continue to maintain a strategic focus on responsible and sustainable operations and we continue to track and report on a broad range of sustainability goals and metrics in our corporate sustainability report and other sustainability disclosures. During our shareholder engagement meetings, we solicit shareholders’ input on the performance measures and other aspects of our incentive plans. Some shareholders expressed a preference for the use of multiple performance measures in the annual bonus plan, including a financial performance measure (there was not a clear preference for earnings or EPS), and for the use of different performance measures in our annual bonus and long-term incentive plans. Shareholder feedback related to our annual bonus plan performance measures and structure generally has been positive and shareholders generally support the inclusion of measures focused on safety and responsible business practices.

  126. Safety Measures and RBP Measures Goal Determination

    Safety Measures and RBP Measures Goal Determination Safety Measures The Compensation and Talent Development Committee included safety measures in our annual bonus plan because our strong commitment to robust safety practices is foundational to our company’s culture and the success of our infrastructure-intensive businesses. The Safety Measures included in the 2025 performance-based annual bonus plan, which are collectively weighted at 12%, consist of metrics that promote public safety and safe operations as well as metrics focused on employee safety. Additional detail about these Safety Measures and 2025 performance results on these measures is provided in Table 11 below and in Appendix B to this proxy statement. RBP Measures The 2025 RBP Measures are collectively weighted at 8% and consist of goals tied to cybersecurity and employee engagement. The committee selected these measures because they are key elements of our risk management programs and high-performance culture, reflecting our focus on responsible and sustainable business practices. In response to shareholder feedback, in 2025 the committee reduced the number of goals in this category from 15 to two to enhance focus on goals that are most closely tied to our strategic priorities, and moved from a scorecard approach, in which the payout was based on the number of goals achieved, to goals that are measured quantitatively against threshold, target, and maximum performance targets. Additional detail about these RBP Measures and 2025 performance results on these measures is provided in Table 11 below and in Appendix B to this proxy statement.

  127. Annual Bonus Performance Results

    Annual Bonus Performance Results Overall company performance on the 2025 annual bonus plan performance measures was at 172.79% of target performance. A summary of the plan metrics and results is provided in Table 11 below.

  128. Annual Bonus Performance Results

    | | | Goals | | | | Percent of Target Achieved | | 2025 Performance Measures | Weight | Threshold | Target | Maximum | Actual | | | Financial: | | | | | | | | ABP Earnings (Dollars in Millions) | 80% | $2,621 | $2,912 | $3,203 | $3,154 | 183% | | Safety Measures: | | | | | | | | Public Safety: | | | | | | | | SDG&E – Wildfire and Public Safety Power Shutoff (PSPS) System Hardening (Miles) | 2% | 70 | 85 | 100 | 88.2 | 121% | | SDG&E – Damage Prevention (Damages per USA Ticket Rate) | 2% | 1.32 | 1.25 | 1.20 | 1.18 | 200% | | SoCalGas – A1 Gas Leak Order Response Time | 2% | 93.0% | 93.5% | 93.7% | 94.9% | 200% | | SoCalGas – Damage Prevention (Damages per USA Ticket Rate) | 2% | 2.37 | 2.15 | 2.04 | 2.05 | 191% | | Employee Safety:(1) | | | | | | | | Lost Time Incident Rate | 4% | 0.56 | 0.46 | 0.27 | 0.37 | 74% | | RBP Measures:(2) | | | | | | | | Risk Management – Cybersecurity (Social Engineering Simulation Failure Rate) | 4% | 6% | 5% | 4% | 1.2% | 200% | | High Performance Culture – Employee Engagement (Engagement Survey Results vs. Benchmark) | 4% | 60th Percentile | 75th Percentile | 90th Percentile | 64th Percentile | 27% | | TOTAL | 100% | | | | | 172.79% |

  129. Annual Bonus Performance Results

    Table 11

  130. Annual Bonus Performance Results

    | (1) Data includes Sempra, SDG&E, SoCalGas, Sempra Infrastructure and Oncor. The formulaic results for the employee safety measure were 0.37, or 147% of target. The committee exercised negative discretion to reduce the payout for this measure by 50% in light of contractor safety performance. |

  131. Annual Bonus Performance Results

    | (2) Data includes Sempra, SDG&E, SoCalGas and Sempra Infrastructure. |

  132. Annual Bonus Performance Results

    | 56 | | 2026 Proxy Statement |

  133. 2025 Bonus Payouts

    2025 Bonus Payouts Based on overall performance and its consideration of the contributions of each named executive officer in 2025, the Compensation and Talent Development Committee approved the payment of the annual bonuses shown in Table 13.

  134. 2025 Bonus Payouts

    | Named Executive Officer | Base Salary at Year-End 2025X | Bonus TargetX | Performance Score(1) | = | Bonus Payout(2) | | Jeffrey W. Martin | $1,700,000 | 180% | 173% | | $5,287,400 | | Karen L. Sedgwick | $700,000 | 90% | 173% | | $1,088,600 | | Justin C. Bird(3) | $940,000 | 95% | 173% | | $1,548,200 | | Caroline A. Winn(4) | $875,000 | 92% | 182% | | $1,468,300 | | Diana L. Day | $600,000 | 75% | 173% | | $777,600 |

  135. 2025 Bonus Payouts

    Table 13

  136. 2025 Bonus Payouts

    | (1) The actual performance score of 172.79% is rounded to the nearest whole percentage in this Table 13 but is not rounded in calculating bonus payouts. |

  137. 2025 Bonus Payouts

    | (2) Actual bonus payouts are rounded up to the nearest hundred dollars. |

  138. 2025 Bonus Payouts

    | (3) Mr. Bird’s performance-based annual bonus plan target increased from 90% to 100% effective June 21, 2025, to reflect an expanded scope of his role, and his 2025 award was prorated accordingly. |

  139. 2025 Bonus Payouts

    | (4) Ms. Winn was promoted to her role effective July 5, 2025, and her performance-based annual bonus plan target was set at 100% at that time. Her 2025 award was prorated between the 100% target and 172.79% performance score under Sempra’s performance-based annual bonus plan and her prior target of 85% and the 191.71% performance score under the SDG&E Executive Incentive Compensation Plan, in which she participated as Chief Executive Officer of SDG&E prior to her promotion. |

  140. 3. Long-Term Equity-Based Incentives

    3. Long-Term Equity-Based Incentives Long-term equity-based incentives are the largest component of each named executive officer’s target total direct compensation package in 2025, comprising almost three-fourths of Mr. Martin’s target total direct compensation and approximately half of target total direct compensation for the other named executive officers. See Figure 3 for these percentages. In accordance with our pay-for-performance philosophy, performance-based restricted stock units constitute two-thirds of the 2025 annual long-term incentive plan awards and stock options (for Messrs. Martin and Bird and Ms. Sedgwick) or service-based restricted stock units (for Mss. Winn and Day) constitute the remaining one-third of the awards.

  141. Rationale for 2025 Annual LTIP Award Design

    Rationale for 2025 Annual LTIP Award Design The Compensation and Talent Development Committee has implemented what it believes is a balanced equity incentive award design that is based one-third on relative total shareholder return, one-third on relative EPS growth and one-third on either nonqualified stock options (for Messrs. Martin and Bird and Ms. Sedgwick) or service-based restricted stock units (for Mss. Winn and Day). The committee believes this design creates strong alignment with shareholder interests and our growth strategy and is simple and easily communicated to participants, shareholders and other stakeholders. The committee approved this equity award structure after considering many variables, including alignment with shareholder interests, retention, plan expense, share usage, market trends and feedback from our shareholder engagement.

  142. Rationale for 2025 Annual LTIP Award Design

    | | 2026 Proxy Statement 57 |

  143. Rationale for 2025 Annual LTIP Award Design

    In determining the design of the performance-based components of our 2025 annual LTIP awards, the Compensation and Talent Development Committee sought a direct link to long-term performance in comparison to indices and peers. To achieve this result, the committee used performance-based restricted stock units based on relative total shareholder return over a three-year performance period (constituting one-third of the target grant date award value, allocated 70% to performance relative to the S&P 500 Utilities Index and 30% to performance relative to the S&P 500 Index). The link between pay and earnings performance, which is reflected in our annual bonus plan with the use of company earnings as the primary performance metric, is further strengthened and broadened to a long-term perspective by using a second performance measure based on relative long-term EPS growth over a three-year performance period (constituting one-third of the target grant date award value). Stock options (weighted at one-third of the target grant date award value for Messrs. Martin and Bird and Ms. Sedgwick) also are aligned with the company’s strategic focus on long-term growth, and service-based restricted stock units (weighted at one-third for Mss. Winn and Day) promote retention. Figure 8

  144. Rationale for 2025 Annual LTIP Award Design

    | (1) The TSR portion of the awards includes two components: one that measures TSR relative to the S&P 500 Utilities Index, weighted at 70%, and one that measures TSR relative to the S&P 500 Index, weighted at 30%. |

  145. Rationale for 2025 Annual LTIP Award Design

    | (2) Stock options were awarded to the Chief Executive Officer and Executive Vice Presidents as of January 2, 2025. Other participants, consisting of Ms. Winn, who was promoted to Executive Vice President in July 2025, and Ms. Day, received service-based restricted stock units (RSUs) in lieu of stock options. |

  146. Determining Individual Equity Award Grants

    Determining Individual Equity Award Grants In granting the 2025 awards, the Compensation and Talent Development Committee:

  147. Determining Individual Equity Award Grants

    | • | Selected a target dollar value and other terms for each named executive officer’s award, and |

  148. Determining Individual Equity Award Grants

    | • | Calculated the number of shares underlying the awards using the target dollar value selected for each named executive officer, as opposed to using a fixed number of shares. |

  149. Determining Individual Equity Award Grants

    This approach allows maintenance of a pay mix the committee believes to be optimal. On the grant date, we calculated the precise number of shares underlying the award granted to each named executive officer by dividing the target dollar value selected for each named executive officer’s award by the grant date closing price of Sempra’s common stock for the performance-based and service-based restricted stock units and by the Black-Scholes value for nonqualified stock options. These target grant values are presented in Table 14 below and differ from the values reported in “Compensation Tables—Summary Compensation Table” and “Compensation Tables—Grants of Plan-Based Awards” with respect to awards based on relative total shareholder return, which are reported in those compensation tables based on a Monte Carlo valuation that is used to calculate the grant date fair value.

  150. Target Value of Long-Term Equity-Based Incentives

    Target Value of Long-Term Equity-Based Incentives The target values for the 2025 annual long-term incentive plan awards granted to the named executive officers are summarized below in Table 14. In determining target award values for each named executive officer, the Compensation and Talent Development Committee took into account factors including competitive market data, each individual’s responsibilities and contributions, and the company’s retention objectives. The target values of 2025 LTIP awards also reflect the committee’s focus on delivering the largest portion of pay in the form of long-term, performance-based incentives. The committee feels it is important that the Chief Executive Officer’s compensation is highly aligned with shareholder value creation through meaningful and competitive performance-based equity awards. Specifically, for Mr. Martin’s long-term incentive plan awards, which were determined in late 2024 and granted in January 2025, the committee considered the following factors:

  151. Target Value of Long-Term Equity-Based Incentives

    | • | Recognition of the outstanding shareholder value achieved in 2024 and over longer-term periods ending in 2024 during his eight-year tenure as Chief Executive Officer, as described under “Target Compensation Summary” above |

  152. Target Value of Long-Term Equity-Based Incentives

    | • | A desire to denominate the vast majority of Mr. Martin’s compensation in performance-based equity pay that is multi-year in nature and aligned with shareholder value creation |

  153. Target Value of Long-Term Equity-Based Incentives

    | • | Providing compensation opportunity aligned with Sempra’s size and performance relative to the labor market data considered |

  154. Target Value of Long-Term Equity-Based Incentives

    | • | The importance of retaining executive leadership while the company is at a pivotal time in advancing its corporate strategy |

  155. Target Value of Long-Term Equity-Based Incentives

    | • | An overall assessment of Mr. Martin’s execution of the company’s strategic plan |

  156. Target Value of Long-Term Equity-Based Incentives

    | 58 | | 2026 Proxy Statement |

  157. Target Value of Long-Term Equity-Based Incentives

    The ultimate value of long-term equity-based incentives depends on (i) for stock options, the absolute growth of the stock price, (ii) for TSR-based performance-based restricted stock units, the relative stock price growth and dividend yield compared to both general industry and utility companies, (iii) for EPS growth-based performance-based restricted stock units, whether the company’s adjusted EPS growth outperforms peers, and (iv) for all equity based awards, the stock price at the time an executive officer chooses to sell any shares that vest. No element of the program provides value if performance standards are not achieved or, in the case of stock options, our stock price does not increase from the closing price on the date of grant.

  158. Target Value of Long-Term Equity-Based Incentives

    | | Target Value of 2025 Annual LTIP Award | | Jeffrey W. Martin | $13,740,000 | | Karen L. Sedgwick | $2,520,000 | | Justin C. Bird | $2,485,000 | | Caroline A. Winn | $1,646,400 | | Diana L. Day | $1,250,000 |

  159. Target Value of Long-Term Equity-Based Incentives

    Table 14 The actual amounts realized by equity award recipients will depend on future stock price performance, common stock dividend payouts and our EPS performance and the degree to which the established performance measures are achieved. Given the sensitivity to performance outcomes, the amounts ultimately realized are not expected to align with the target values at grant.

  160. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    Performance Goals for the 2025 Performance-Based Restricted Stock Units The 2025 annual long-term incentive plan awards include two performance measures—relative total shareholder return and relative EPS growth, each weighted at one-third of the total target award value. The portion of the awards linked to relative total shareholder return is weighted between total shareholder return relative to our S&P 500 Utilities Index peers (70% weighting) and total shareholder return relative to the S&P 500 Index (30% weighting). 1. Relative Total Shareholder Return Each TSR-based performance-based restricted stock unit represents the right to receive between zero and two shares of Sempra common stock based on the company’s three-year cumulative total shareholder return compared to our S&P 500 Utilities Index peers or the S&P 500 Index, as applicable. The Compensation and Talent Development Committee uses relative total shareholder return over a three-year period as a performance measure because this measure strongly aligns named executive officer performance with the long-term interests of our shareholders. We measure our total shareholder return against both the S&P 500 Utilities Index and the S&P 500 Index because our operations extend beyond those of a typical utility and we have significant international and non-utility energy infrastructure assets and operations. If the company’s performance is at the target performance level (the 50th percentile of the applicable index), participants will earn one share for each restricted stock unit. Participants have the opportunity to earn up to two shares for each restricted stock unit if performance exceeds the target performance level. Participants earn a partial share for performance between the threshold and target performance levels and between one and two shares for performance between target and maximum performance levels, as shown below. No shares are earned for performance below the 25th percentile of the applicable index.

  161. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    | Cumulative Total Shareholder Return Percentile Rank vs. S&P 500 Utilities Index Peers or S&P 500 Index (Measured Independently in Separate Award Components) | Sempra Common Shares Received for Each Restricted Stock Unit(1) | | 90th Percentile or higher (Maximum) | 2.0 | | 70th Percentile | 1.5 | | 50th Percentile (Target) | 1.0 | | 40th Percentile | 0.7 | | 30th Percentile | 0.4 | | 25th Percentile (Threshold) | 0.25 | | Below 25th Percentile | 0.0 |

  162. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    Table 15

  163. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    | (1) Participants also receive additional shares for dividend equivalents, which are reinvested to purchase additional units that become subject to the same vesting conditions as the restricted stock units to which the dividends relate. |

  164. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    Note: If performance falls between the tiers shown in Table 15, the payout is calculated using linear interpolation. 2. EPS Growth The 2025 annual long-term incentive plan awards also included a performance-based restricted stock unit award linked to relative EPS growth. The award measures the CAGR of our adjusted EPS relative to the adjusted EPS CAGRs of our S&P 500 Utilities Index peers for the three-year period ending on December 31, 2027. The target payout level is based on performance at the 50th percentile of the peer group and the threshold and maximum payout levels are based on performance at the 25th and 90th percentiles, respectively.

  165. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    | | 2026 Proxy Statement 59 |

  166. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    The Compensation and Talent Development Committee uses adjusted EPS growth relative to our S&P 500 Utilities Index peers over a three-year period as a performance measure to align with one of our key strategic goals, which is to deliver higher earnings growth than our utility peers while maintaining a commensurate risk profile, and to reflect that our earnings growth may not be linear from year to year due, in part, to our investment in large-scale, capital-intensive development projects that take multiple years to construct and multiple years for earnings to be generated. If the company’s adjusted EPS CAGR is at the 50th percentile of the adjusted EPS CAGRs of our S&P 500 Utilities Index peers, participants will earn one share for each restricted stock unit. Participants have the opportunity to earn up to two shares for each restricted stock unit if performance exceeds the 50th percentile. Participants earn a partial share for performance between the 25th and 50th percentiles and between one and two shares for performance between the 50th and 90th percentiles, as shown below. No shares are earned for performance below the 25th percentile. The calculation of our EPS CAGR, as adjusted for LTIP purposes, excludes the impact of share repurchases not contemplated in our financial plans publicly communicated prior to the grant date of these awards.

  167. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    | Percentile of Sempra’s Adjusted EPS CAGR vs. S&P 500 Utilities Index Peers | Sempra Common Shares Received for Each Restricted Stock Unit(1) | | 90th Percentile or higher (Maximum) | 2.0 | | 75th Percentile | 1.5 | | 50th Percentile (Target) | 1.0 | | 25th Percentile (Threshold) | 0.25 | | Below 25th Percentile | 0.0 |

  168. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    Table 16

  169. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    | (1) Participants also receive additional shares for dividend equivalents, which are reinvested to purchase additional units that become subject to the same vesting conditions as the restricted stock units to which the dividends relate. |

  170. Performance Goals for the 2025 Performance-Based Restricted Stock Units

    Note: If performance falls between the tiers shown in Table 16, the payout is calculated using linear interpolation. For purposes of these awards, which will be paid out based on adjusted EPS performance for the three-year period beginning January 1, 2025 and ending December 31, 2027, the calculation of adjusted EPS may exclude unusual items, non-operating items, or other items at the discretion of the Compensation and Talent Development Committee.

  171. Results for the 2023-2025 Award Cycle

    Results for the 2023-2025 Award Cycle The performance period of our 2023-2025 award cycle concluded on January 2, 2026 (for the TSR-based awards, which collectively were weighted at one-third of the award value) and December 31, 2025 (for the EPS growth-based awards, which were weighted at one-third of the award value). Our 2023-2025 relative total shareholder return was at the 36.2 percentile of the S&P 500 Utilities Index, resulting in vesting at 58.6% of target for the S&P 500 Utilities Index-based award component. Our relative total shareholder return was at the 43.6 percentile of the S&P 500 Index, resulting in vesting at 80.8% of target for the S&P 500 Index-based award component. The 2023-2025 awards based on EPS growth did not vest, based on a 1.7% EPS CAGR (as adjusted for LTIP purposes) over the three-year period covered by the awards, which is below the awards’ performance threshold. Table 17 below shows the predefined adjustments to GAAP EPS used to calculate EPS growth adjusted for purposes of the 2023 annual LTIP award. For additional information, see “Compensation Tables—Outstanding Equity Awards at Year-End” and “Compensation Tables—Option Exercises and Stock Vested.” The 35% realized payout for these awards, driven by the zero payout for the EPS-growth based awards and the below-target payout for the TSR-based awards, demonstrates the long-term link between pay and performance. See “Pay-for-Performance Alignment” above for more detail.

  172. Special Awards Granted to Named Executive Officers in 2025

    Special Awards Granted to Named Executive Officers in 2025 Special equity awards also may be granted with the Compensation and Talent Development Committee’s approval upon the hiring or promotion of named executive officers or, in limited instances, to reward extraordinary performance or promote retention. None of our named executive officers were granted special equity awards in 2025, although one of our named executive officers received shares in 2025 upon the vesting of a special equity award that was granted before 2025, before she became a Sempra officer, and that has a multi-year vesting schedule. See “Compensation Tables—Outstanding Equity Awards at Year-End” for more information.

  173. 2. Savings and Retirement Plans

    2. Savings and Retirement Plans All of our named executive officers may elect to participate in our savings plans, consisting of a broad-based, tax-qualified 401(k) savings plan generally available to all employees and a deferred compensation plan available to officers and certain other key management employees. Our named executive officers also participate in our pension plans, consisting of our Cash Balance Plan in which virtually all employees participate, a Supplemental Executive Retirement Plan in which Messrs. Martin and Bird and Mss. Sedgwick and Winn participate, and a Cash Balance Restoration Plan in which Ms. Day participates. Each of these plans use only base salary and performance-based annual bonuses in calculating benefits, and the value of long-term incentive plan awards and other equity awards is not included. These plans are further described in Tables 19 and 20 below.

  174. 2. Savings and Retirement Plans

    | Plan Type | Plan | Description | | Savings Plans | Sempra Savings Plan (401(k) savings plan) | Employees may contribute a portion of their eligible pay to a tax-qualified 401(k) savings plan, the Sempra Savings Plan. Contributions to the plan may be invested on a tax-deferred or after-tax basis (including a Roth option). The Internal Revenue Code limits the amount of compensation eligible for deferral under tax-qualified plans. Employees may receive company contributions of up to 4% of eligible pay. Eligible pay generally includes base salary and performance-based annual bonus, net of any amounts contributed under the deferred compensation plan. The basic company matching contribution is equal to one-half of the first 6% of the employee’s contributions. In addition, employees receive a “stretch match” equal to one-fifth of the next 5% of the employee’s contributions. All employee contributions and related investment earnings in the 401(k) savings plan vest immediately. Employees are eligible to participate in the plan and receive company matching contributions upon hire. Company matching contributions (including related earnings) vest after one year of service. | | | Employee and Director Savings Plan (deferred compensation plan) | Our executive officers and other key management employees also may defer up to 85% of their base salary and performance-based annual bonus under a nonqualified deferred compensation plan, the Employee and Director Savings Plan. Executive officers also may defer all or a portion of certain performance-based restricted stock unit awards upon vesting. Participants can direct these deferrals into: • Funds that mirror the investments available under our 401(k) savings plan, including a Sempra phantom stock account, or • A fund providing interest at the greater of 110% of the Moody’s Corporate Bond Yield or the Moody’s Corporate Bond Yield plus 1% Deferrals of performance-based restricted stock unit awards must be directed into the Sempra phantom stock account and cannot be transferred into other investments and are paid out in shares of common stock after separation of employment in accordance with the participant’s payout elections. The Internal Revenue Code places annual limits on the amounts that employees and employers can defer into a 401(k) savings plan. Because of these limits, the company makes matching contributions for deferred compensation plan participants through the deferred compensation plan. The deferred compensation matching contribution is equal to one-half of the first 6% of the employee’s contributions plus one-fifth of the next 5% of the employee’s contributions less an offset for 401(k) savings plan matching contributions. There are no company matching contributions on deferrals of performance-based restricted stock unit awards. All employee contributions and related earnings in the deferred compensation plan vest immediately. New participants are immediately eligible for company matching contributions and company matching contributions (including related earnings) vest after one year of service. |

  175. 5. Severance and Change in Control Arrangements

    5. Severance and Change in Control Arrangements None of our executive officers has an employment agreement, but each of our named executive officers has a severance pay agreement that includes change in control features.

  176. Rationale for Providing Severance Pay Agreements

    Rationale for Providing Severance Pay Agreements The Compensation and Talent Development Committee believes severance pay agreements, which are a prevalent market practice, are effective in:

  177. Rationale for Providing Severance Pay Agreements

    | • | Attracting executives who are leaving an existing employer |

  178. Rationale for Providing Severance Pay Agreements

    | • | Mitigating legal issues upon an employment separation |

  179. Rationale for Providing Severance Pay Agreements

    | • | Retaining talent during uncertain times |

  180. Rationale for Providing Severance Pay Agreements

    By mitigating the risks associated with potential job loss, severance pay agreements can reinforce management continuity, objectivity and focus on shareholder value. This can be particularly critical in actual or potential change in control situations.

  181. Severance Pay Agreement Benefits

    Severance Pay Agreement Benefits The severance pay agreements provide for cash payments and the continuation of certain other benefits for a limited period when:

  182. Severance Pay Agreement Benefits

    | • | The company terminates an executive’s employment for reasons other than cause, or |

  183. Severance Pay Agreement Benefits

    | • | The executive resigns for “good reason.” |

  184. Severance Pay Agreement Benefits

    Payments are not required under the terms of the severance pay agreements when:

  185. Severance Pay Agreement Benefits

    | • | A termination is for cause, or |

  186. Severance Pay Agreement Benefits

    | • | The executive voluntarily resigns other than for “good reason.” |

  187. Severance Pay Agreement Benefits

    A termination for reasons other than cause generally does not include terminations based on willful and continued failure by the executive to perform his or her duties for the company. These provisions are intended to provide for benefits upon the company’s unilateral decision to terminate employment for reasons unrelated to the executive’s performance of his or her job functions. A resignation for “good reason” may occur if there is an adverse change in scope of duties or in compensation and benefit opportunities and, following a change in control, changes in employment location. These provisions are intended to provide safeguards against arbitrary actions that may effectively force an executive to resign. The agreements provide for additional benefits if a termination of employment were to occur within two years following (or such termination was deemed to have occurred, in cases of certain involuntary terminations, in connection with or in anticipation of) a change in control of the company. The agreements do not contain excise tax gross-up provisions. In addition, in order to receive additional benefits provided by these agreements, the applicable executive must, upon termination, enter into a general release in favor of the company, provide consulting services for the company for two years following the date of termination if requested, and agree to abide by certain contractual confidentiality and non-solicitation obligations. See “Compensation Tables—Severance and Change in Control Benefits” below for additional information about the terms of each named executive officer’s severance pay agreement.

  188. Severance Pay Agreement Benefits

    | | 2026 Proxy Statement 63 |

  189. Cash Severance Payments Policy

    Cash Severance Payments Policy In 2024, the Compensation and Talent Development Committee adopted a policy that requires shareholder approval or ratification of any new severance arrangement providing for severance benefits to a Sempra executive officer in excess of 2.99 times the sum of the executive officer’s annual base salary and target performance-based annual bonus, subject to exclusions for certain types of benefits such as, among others, acceleration of equity awards, retirement benefits, deferred compensation and post-termination consulting payments. The Compensation and Talent Development Committee believes this is an important additional feature of our executive compensation program that places meaningful limits on the amount of severance benefits our executives are eligible to receive and empowers shareholders with respect to the severance benefits we offer.

  190. Outstanding Equity Award Treatment Upon Certain Terminations or a Change in Control

    Outstanding Equity Award Treatment Upon Certain Terminations or a Change in Control All long-term equity incentive awards are subject to double-trigger change in control vesting provisions. This means that awards do not automatically vest upon a change in control. Rather, except under limited circumstances, vesting is only accelerated upon a termination of employment that meets certain criteria in connection with a change in control. In the event of a termination of employment other than in connection with a change in control, equity awards are generally forfeited to the extent they are not vested at the time of termination, subject to accelerated vesting or non-forfeiture upon termination in certain specific circumstances. See “Compensation Tables—Severance and Change in Control Benefits” below for additional information. The Compensation and Talent Development Committee utilizes double-trigger vesting provisions in connection with a change in control because it believes double-trigger vesting aligns with current market practices while still providing appropriate benefits to executives in the event of a termination in connection with a change in control.

  191. The Compensation and Talent Development Committee’s Advisors

    | • | Providing competitive data on compensation and relative performance of peer group companies |

  192. The Compensation and Talent Development Committee’s Advisors

    | • | Conducting a risk assessment of incentive programs |

  193. Compensation Program Risk Mitigation

    | | Balance of short-term and long-term incentives | | | Higher proportion of total compensation linked to long-term incentives | | | Other elements of our incentive plan design and performance measure selection | | | Share ownership guidelines |

  194. Compensation Program Risk Mitigation

    | | Cash severance payments policy | | | Clawback policy | | | Anti-hedging and anti-pledging policies | | | Independent third-party risk assessment | | | Strong link between pay and performance to align with shareholder interests |

  195. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection Our 2025 performance-based annual bonus plan includes the following risk mitigation features:

  196. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | • | Limiting the payout at the maximum performance level to 200% of target |

  197. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | • | Using a company financial performance measure that is based on the earnings reported in our financial statements, with certain adjustments that are limited and predefined and the potential for others related to unplanned or unforeseen items, all of which are made after thoughtful consideration by the Compensation and Talent Development Committee |

  198. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | • | Incorporating Safety Measures and RBP Measures, which are performance measures that are critical to our infrastructure-intensive businesses and our operational success |

  199. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | • | Providing the Compensation and Talent Development Committee with discretion over certain elements related to incentive plan payouts |

  200. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | | 2026 Proxy Statement 65 |

  201. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    Our 2025 annual long-term incentive plan awards include the following risk mitigation features:

  202. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | • | Using a balanced mix of multiple types of awards and performance measures, consisting of a market-based performance measure (relative total shareholder return), a company financial performance measure (long-term EPS growth), a service-based measure (service-based restricted stock units) and stock options |

  203. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | • | Measuring our total shareholder return against the S&P 500 Index and the S&P 500 Utilities Index rather than against peer groups selected by the company, which reduces subjectivity in the determination of peer groups |

  204. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | • | Using multi-year performance periods to promote a longer-term performance horizon |

  205. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | • | Providing zero payouts for performance-based awards if performance is below the 25 th percentile threshold level |

  206. Risk Mitigation Features in Our Incentive Plan Design and Performance Measure Selection

    | • | Limiting the maximum payout level for performance-based restricted stock unit awards to 200% of the target number of units (including reinvested dividend equivalents) |

  207. Tally Sheets

    | • | Information on change in control scenarios |

  208. Clawback Policy

    Clawback Policy Our clawback policy requires the recovery of certain (i) erroneously paid performance-based incentive compensation received by our executive officers on or after October 2, 2023, as required by rules of the NYSE and the SEC implemented pursuant to the Dodd-Frank Act, and (ii) incentive compensation received by the Chief Executive Officer or the Chief Financial Officer, as required under the Sarbanes-Oxley Act of 2002, in each case in the event of certain qualifying accounting restatements. In addition, under our clawback policy, the Compensation and Talent Development Committee may provide for additional recovery of compensation from awards made under our LTIPs, including service-based restricted stock unit awards, performance-based restricted stock unit awards, stock option awards and annual incentive awards. All outstanding award agreements under the LTIP provide for reimbursement of compensation if the recipient of such an award’s fraudulent or intentional misconduct is found, in the discretion of the Compensation and Talent Development Committee, to have materially affected the operations or financial results of the company or its subsidiaries, even if such misconduct did not result in an accounting restatement.

  209. Equity Award Timing Practices

    Equity Award Timing Practices The Board of Directors has delegated the authority to the Compensation and Talent Development Committee to oversee the management and control of the operations and administration of our long-term incentive plans, which includes the authority to grant annual and special equity awards to officers and other employees. The Compensation and Talent Development Committee authorizes stock option and other equity awards as part of annual compensation planning that is typically completed in December, with awards granted to eligible employees on the first NYSE trading day of January. Additionally, special equity awards may be granted at other times in connection with new hires or promotions or to reward extraordinary performance or promote retention. These special equity awards may be granted on the first NYSE trading day of a calendar quarter, on the date of hire or promotion, or on such other date determined by the Compensation and Talent Development Committee. We do not time grants of equity awards based on the release of material nonpublic information, nor do we time the release of material nonpublic information based on equity award grant dates, vesting events or sale events. For all stock option awards, the exercise price is the grant date closing price of our common stock on the NYSE. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the last trading day preceding the grant date. None of our named executive officers received special equity awards in 2025. During 2025, we did not grant equity awards to our named executive officers during the four business days prior to or the one business day following the filing of our periodic reports on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation in 2025.

  210. Summary Compensation Table

    Summary Compensation Table In the table below, we summarize the compensation for the past three years for each of our named executive officers, part of which is subject to performance and vesting requirements.

  211. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  212. 2025 SUMMARY COMPENSATION TABLE

    | | | | | Stock Awards(C) | Option Awards(C) | Non-Equity Incentive Plan Compensation | Change In Pension Value and Nonqualified Deferred Compensation Earnings(D) | | | | | Year | Salary | Bonus(B) | Restricted Stock Units | Stock Options | Performance- Based Annual Cash Bonus | Pension Accruals and Above-Market Interest on Nonqualified Deferred Compensation | All Other Compensation(E) | Total | | Jeffrey W. Martin Chairman, Chief Executive Officer and President | 2025 | $1,700,000 | — | $9,873,916 | $4,580,017 | $5,287,400 | $28,388 | $775,868 | $22,245,589 | | | 2024 | $1,600,000 | — | $9,262,310 | $4,241,667 | $4,002,100 | $1,651,377 | $756,348 | $21,513,802 | | | 2023 | $1,500,000 | — | $8,252,705 | $3,833,364 | $4,631,300 | $8,369,692 | $834,820 | $27,421,881 | | Karen L. Sedgwick Executive Vice President and Chief Financial Officer | 2025 | $700,000 | — | $1,811,056 | $840,014 | $1,088,600 | $2,050,160 | $129,644 | $6,619,474 | | | 2024 | $630,000 | — | $1,458,030 | $667,682 | $810,500 | $1,865,646 | $79,511 | $5,511,369 | | | 2023 | $560,000 | — | $1,627,040 | — | $691,700 | $5,047,785 | $63,671 | $7,990,196 | | Justin C. Bird Executive Vice President | 2025 | $897,836 | $150,000 | $1,785,888 | $828,345 | $1,548,200 | $1,412,377 | $132,650 | $6,755,296 | | | 2024 | $780,000 | $150,000 | $1,396,187 | $639,341 | $1,003,400 | $1,970,641 | $121,165 | $6,060,734 | | Caroline A. Winn(A) Executive Vice President | 2025 | $828,877 | — | $1,732,127 | — | $1,468,300 | $1,329,504 | $231,474 | $5,590,282 | | Diana L. Day Chief Legal Counsel | 2025 | $600,000 | — | $1,315,176 | — | $777,600 | $182,004 | $58,885 | $2,933,665 | | | 2024 | $510,000 | — | $866,171 | — | $437,400 | $164,985 | $57,763 | $2,036,319 |

  213. 2025 SUMMARY COMPENSATION TABLE

    | (A) Ms. Winn was appointed Executive Vice President effective July 5, 2025. She previously served as Chief Executive Officer of SDG&E. |

  214. 2025 SUMMARY COMPENSATION TABLE

    | (B) Award pursuant to a 2023 recognition and retention agreement with Sempra Infrastructure that was in effect before Mr. Bird became an executive officer of Sempra. The agreement provides for four annual cash payments of $150,000 in April 2023, 2024, 2025 and 2026, in each case subject to Mr. Bird’s continued service for the Sempra family of companies. |

  215. 2025 SUMMARY COMPENSATION TABLE

    | (C) Represents the grant date fair value of stock and option awards granted during 2025. These amounts reflect our grant date estimate of the aggregate compensation expense that we will recognize over the service period of the awards. They are calculated in accordance with GAAP for financial reporting purposes based on the assumptions described in Note 14 of the Notes to Consolidated Financial Statements included in our 2025 Annual Report to Shareholders but disregarding estimates of forfeitures related to service-based vesting conditions. |

  216. 2025 SUMMARY COMPENSATION TABLE

    | Stock awards consist of performance-based and service-based restricted stock units. For the performance-based restricted stock units with a performance measure based on total shareholder return, a Monte Carlo valuation model is used to calculate grant date fair value. For the performance-based restricted stock units with a performance measure based on EPS growth (as adjusted for LTIP purposes), the amounts included in this table assume the target level of performance conditions were achieved. The maximum values for these EPS growth-based awards granted in 2025, assuming the highest level of performance conditions were achieved, would be $9,160,151 for Mr. Martin; $1,680,041 for Ms. Sedgwick; $1,656,690 for Mr. Bird; $1,097,664 for Ms. Winn; and $833,486 for Ms. Day. For the service-based restricted stock units, the awards were valued at the fair market value of shares of our common stock on the grant date without reduction for non-transferability, and the amounts set forth in this table are equal to the number of shares subject to such awards multiplied by the grant date closing price of our common stock. All performance-based and service-based restricted stock units will be settled in shares of Sempra common stock upon vesting, unless deferred in accordance with the terms of the company’s nonqualified deferred compensation plan in the case of performance-based restricted stock units, in which case they will be settled in shares of Sempra common stock following separation of service from the company. |

  217. 2025 SUMMARY COMPENSATION TABLE

    | Option awards consist solely of nonqualified stock options. A Black-Scholes valuation model is used to calculate their grant date fair value. |

  218. 2025 SUMMARY COMPENSATION TABLE

    | The value actually realized by executives from stock and option awards will depend upon the extent to which performance and service-based vesting conditions are satisfied and the market value of the shares subject to the award upon vesting and sale. |

  219. 2025 SUMMARY COMPENSATION TABLE

    | For additional information regarding stock and option awards, see “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Year-End” below. |

  220. 2025 SUMMARY COMPENSATION TABLE

    | | 2026 Proxy Statement 69 |

  221. 2025 SUMMARY COMPENSATION TABLE

    | (D) Represents (i) the aggregate change in the actuarial present value of accumulated benefits under pension plans at year-end over the prior year-end and (ii) above-market interest (interest in excess of 120% of the federal long-term rate) on compensation deferred on a basis that is not tax-qualified. The 2025 amounts are: |

  222. 2025 SUMMARY COMPENSATION TABLE

    | | Change in Accumulated Benefits(1) | Above-Market Interest | Total | | Jeffrey W. Martin | $(2,454,624) | $28,388 | $(2,426,236) | | Karen L. Sedgwick | $2,043,537 | $6,623 | $2,050,160 | | Justin C. Bird | $1,407,522 | $4,855 | $1,412,377 | | Caroline A. Winn | $1,308,009 | $21,495 | $1,329,504 | | Diana L. Day | $172,913 | $9,091 | $182,004 |

  223. 2025 SUMMARY COMPENSATION TABLE

    | (1) The SERP is a traditional defined benefit pension plan. Defined benefit plans are extremely sensitive to interest rate changes and other economic assumptions. The actuarial value of the pension benefit fluctuates significantly from year to year depending on a number of factors, including changes in pay, the accrual of additional age and service, interest rates and changes in actuarial assumptions such as mortality. The change in 2025 pension value for Mr. Martin was ($2,454,624). This negative value is displayed in the table above in this footnote (D), but is not reflected in the Change in Pension Value and Nonqualified Deferred Compensation Earnings or Total columns for Mr. Martin in the 2025 Summary Compensation Table in accordance with applicable disclosure rules. Under the defined benefit formula, final average pay is the average base salary for the two consecutive years of highest base salary prior to retirement plus the average of the three highest annual bonuses during the 10 years prior to retirement. Final average pay does not include long-term equity-based incentives. For additional information regarding pension benefits and deferred compensation, see “Pension Benefits” and “Nonqualified Deferred Compensation” below. |

  224. 2025 SUMMARY COMPENSATION TABLE

    | (E) All Other Compensation amounts for 2025 are: |

  225. 2025 SUMMARY COMPENSATION TABLE

    | | Company 401(k) and Deferred Compensation Plan Contributions | Insurance Premiums(1)(2) | Matching of Charitable Contributions(3) | Other(2)(4) | Total | | Jeffrey W. Martin | $227,976 | $83,996 | $153,332 | $310,564 | $775,868 | | Karen L. Sedgwick | $60,345 | $11,809 | $5,480 | $52,010 | $129,644 | | Justin C. Bird | $70,346 | $8,485 | — | $53,819 | $132,650 | | Caroline A. Winn | $16,154 | $11,809 | $13,273 | $190,238 | $231,474 | | Diana L. Day | $41,399 | $3,886 | $3,600 | $10,000 | $58,885 |

  226. 2025 SUMMARY COMPENSATION TABLE

    | (1) Amounts consist of premiums for supplemental disability benefits for Messrs. Martin and Bird and Mss. Sedgwick and Winn, excess personal liability insurance benefits for Ms. Day, medical transport coverage for each named executive officer, and life insurance premiums of $74,228 for Mr. Martin. Information on these programs is provided under “Compensation Discussion and Analysis—Compensation Components—Benefit Plans and Other Executive Benefits—Health, Life Insurance and Disability Plans and Other Executive Benefits.” |

  227. 2025 SUMMARY COMPENSATION TABLE

    | (2) Excess personal liability insurance benefits for Messrs. Martin and Bird and Mss. Sedgwick and Winn are included within their executive benefit program allowances reported in this table under “Other.” |

  228. 2025 SUMMARY COMPENSATION TABLE

    | (3) Amounts consist of contributions to charitable, educational and other non-profit organizations to match the personal contributions of each named executive officer. In 2025, we offered a program that matches employee contributions on a dollar-for-dollar basis and matches volunteer hours with per-hour monetary donations up to an annual maximum match, the amount of which varies based on employee seniority and was $25,000 for Messrs. Martin and Bird and Mss. Sedgwick and Winn and $15,000 for Ms. Day, as well as a special double-match program in which company match donations are made equal to two times an employee’s contributions on a specific day of the calendar year. These programs are available to all employees. All matching contributions are made by the Sempra Foundation, which was founded and is solely funded by Sempra. |

  229. 2025 SUMMARY COMPENSATION TABLE

    | (4) For Messrs. Martin and Bird and Mss. Sedgwick and Winn, amounts include the incremental cost to the company for security-related services, including the use of a car and security personnel, such as a security driver, for commuting and other transportation needs (in the amount of $53,438 for Ms. Winn, with the incremental cost calculated based on the hourly rate of drivers, plus estimates for fuel, vehicle maintenance and depreciation expense), physical and online security assessments conducted by an independent security consultant for each of Messrs. Martin and Bird and Mss. Sedgwick and Winn, which we periodically commission to support the company’s executive security programs (in the amount of $22,000 for each such executive, with the incremental cost calculated based on the amounts invoiced to the company for each assessment), enhanced residential security for Mr. Martin and Ms. Winn on a temporary basis in response to specific heightened security threats (in the amount of $79,864 for Mr. Martin and $84,800 for Ms. Winn, with the incremental cost calculated based on the amounts invoiced to the company for the hourly rates of security personnel), and personal use of the company’s aircraft service for Mr. Martin as encouraged by our Board of Directors for security, safety and health reasons (in the amount of $130,590, with the incremental cost calculated based on the amounts invoiced to the company for the applicable flights). The company considers costs for these security-related services to be business expenses rather than personal benefits because they mitigate risk to the company by supporting the security, health and safety of our top executives; however, disclosure regulations require certain security expenses to be reported as personal benefits. On rare occasions, family members and guests travel on non-commercial aircraft when the aircraft is already going to a specific destination for a business purpose. This use has a nominal incremental cost to the company and, if calculable, this nominal amount is included in the amounts shown in this column. |

  230. 2025 SUMMARY COMPENSATION TABLE

    | Amounts also include financial and estate planning services and an executive benefit program allowance of $40,000 for Mr. Martin and $30,000 for Mss. Sedgwick and Winn and Mr. Bird. Amounts do not include parking at company offices and the occasional personal use by executive officers of company property and services (including entertainment events which would not otherwise be used for the business purposes for which they were obtained) for which we incur no more than nominal incremental cost or for which we are reimbursed by the executive for the incremental cost of personal use. |

  231. 2025 SUMMARY COMPENSATION TABLE

    | 70 | | 2026 Proxy Statement |

  232. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Our named executive officers participate in incentive compensation plans that are designed to encourage high levels of performance on both a short-term and a long-term basis. Performance-based annual cash bonuses were provided under our annual bonus plan. Long-term equity-based incentives were provided under our 2019 Long-Term Incentive Plan. We summarize below our 2025 grants of plan-based awards for each of our executive officers named in the 2025 Summary Compensation Table.

  233. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS

  234. 2025 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Performance-Based Annual Bonus)(B) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (Number of Shares)(C)(E) | | | All Other Stock Awards (Number of Shares) (D)(E) | Option Awards (Stock Options)(F) | | Grant Date Fair Value of Stock and Option Awards(G) | | | Grant Date(A) | Authori- zation Date(A) | Threshold | Target | Maximum | Threshold | Target | Maximum | | Number of Shares | Exercise Price per Share | | | Jeffrey W. Martin | | | | | | | | | | | | | | Performance-based Restricted Stock Units (PBRSU) based on TSR vs. S&P 500 Utilities Index | 1/02/25 | 11/08/24 | | | | 9,199 | 36,796 | 73,592 | | | | $3,557,989 | | PBRSU based on TSR vs. S&P 500 Index | 1/02/25 | 11/08/24 | | | | 3,943 | 15,770 | 31,540 | | | | $1,735,851 | | PBRSU based on EPS growth | 1/02/25 | 11/08/24 | | | | 13,142 | 52,566 | 105,132 | | | | $4,580,076 | | Nonqualified Stock Options | 1/02/25 | 11/08/24 | | | | | | | | 222,547 | $87.13 | $4,580,017 | | Performance-Based Annual Bonus | | | $1,224,000 | $3,060,000 | $6,120,000 | | | | | | | | | Karen L. Sedgwick | | | | | | | | | | | | | | PBRSU based on TSR vs. S&P 500 Utilities Index | 1/02/25 | 11/07/24 | | | | 1,687 | 6,749 | 13,498 | | | | $652,595 | | PBRSU based on TSR vs. S&P 500 Index | 1/02/25 | 11/07/24 | | | | 723 | 2,893 | 5,786 | | | | $318,441 | | PBRSU based on EPS growth | 1/02/25 | 11/07/24 | | | | 2,410 | 9,641 | 19,282 | | | | $840,020 | | Nonqualified Stock Options | 1/02/25 | 11/07/24 | | | | | | | | 40,817 | $87.13 | $840,014 | | Performance-Based Annual Bonus | | | $252,000 | $630,000 | $1,260,000 | | | | | | | | | Justin C. Bird | | | | | | | | | | | | | | PBRSU based on TSR vs. S&P 500 Utilities Index | 1/02/25 | 11/07/24 | | | | 1,664 | 6,655 | 13,310 | | | | $643,505 | | PBRSU based on TSR vs. S&P 500 Index | 1/02/25 | 11/07/24 | | | | 713 | 2,853 | 5,706 | | | | $314,038 | | PBRSU based on EPS growth | 1/02/25 | 11/07/24 | | | | 2,377 | 9,507 | 19,014 | | | | $828,345 | | Nonqualified Stock Options | 1/02/25 | 11/07/24 | | | | | | | | 40,250 | $87.13 | $828,345 | | Performance-Based Annual Bonus | | | $343,300 | $858,100 | $1,716,200 | | | | | | | |

  235. 2025 GRANTS OF PLAN-BASED AWARDS

    | 72 | | 2026 Proxy Statement |

  236. 2025 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (Performance-Based Annual Bonus)(B) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (Number of Shares)(C)(E) | | | All Other Stock Awards (Number of Shares) (D)(E) | Option Awards (Stock Options)(F) | | Grant Date Fair Value of Stock and Option Awards(G) | | | Grant Date(A) | Authori- zation Date(A) | Threshold | Target | Maximum | Threshold | Target | Maximum | | Number of Shares | Exercise Price per Share | | | Caroline A. Winn | | | | | | | | | | | | | | PBRSU based on TSR vs. S&P 500 Utilities Index | 1/02/25 | 11/07/24 | | | | 1,103 | 4,410 | 8,820 | | | | $426,425 | | PBRSU based on TSR vs. S&P 500 Index | 1/02/25 | 11/07/24 | | | | 473 | 1,890 | 3,780 | | | | $208,038 | | PBRSU based on EPS growth | 1/02/25 | 11/07/24 | | | | 1,575 | 6,299 | 12,598 | | | | $548,832 | | Service-based Restricted Stock Units | 1/02/25 | 11/07/24 | | | | | | | 6,299 | | | $548,832 | | Performance-Based Annual Bonus | | | $307,800 | $769,300 | $1,538,600 | | | | | | | | | Diana L. Day | | | | | | | | | | | | | | PBRSU based on TSR vs. S&P 500 Utilities Index | 1/02/25 | 11/07/24 | | | | 837 | 3,348 | 6,696 | | | | $323,735 | | PBRSU based on TSR vs. S&P 500 Index | 1/02/25 | 11/07/24 | | | | 359 | 1,435 | 2,870 | | | | $157,955 | | PBRSU based on EPS growth | 1/02/25 | 11/07/24 | | | | 1,196 | 4,783 | 9,566 | | | | $416,743 | | Service-based Restricted Stock Units | 1/02/25 | 11/07/24 | | | | | | | 4,783 | | | $416,743 | | Performance-Based Annual Bonus | | | $180,000 | $450,000 | $900,000 | | | | | | | |

  237. 2025 GRANTS OF PLAN-BASED AWARDS

    | (A) Grant and authorization dates are applicable to equity incentive awards, which consist of performance-based and service-based restricted stock units and nonqualified stock options. The Compensation and Talent Development Committee authorizes these awards as part of annual compensation planning that is typically completed in December with awards granted on the first trading day of January. The Compensation and Talent Development Committee approves a dollar value and the other terms for the awards to be granted to each named executive officer (dollar values for awards granted to the Chief Executive Officer are also ratified by the full Board of Directors). Special equity awards also may be granted at other times, including upon the hiring or promotion of executive officers, to reward extraordinary performance, or to promote retention. In accordance with the terms approved by the Compensation and Talent Development Committee, on the grant date of each award, the precise number of shares to be granted to each named executive officer was calculated using the closing price for shares of our common stock on that date (or, for the nonqualified stock options, a Black-Scholes valuation). |

  238. 2025 GRANTS OF PLAN-BASED AWARDS

    | (B) Non-equity incentive plan awards consisted of performance-based annual bonuses payable under our annual bonus plan. Amounts reported in the table represent estimated bonuses expected to be paid under financial and operational performance measures established by the Compensation and Talent Development Committee based on threshold, target and maximum percentages of base salary set for each named executive officer at the beginning of the year or, in the event of any change during the year to such percentages or to the base salary upon which the percentages are applied, prorated amounts reflecting the initial and updated amounts. Outstanding company or individual performance may result in the payment of bonuses that exceed the target amounts. In no event will actual payouts exceed the maximum bonuses established under the plan for each executive. Effective June 21, 2025, in connection with an expanded scope of Mr. Bird’s role, his non-equity incentive plan award target opportunity increased from 90% to 100% of his base salary. Effective July 5, 2025, in connection with Ms. Winn’s promotion to her role, her non-equity incentive plan award target opportunity changed from 85% under the SDG&E Executive Incentive Compensation Plan to 100% under the Sempra annual bonus plan. Both Mr. Bird’s and Ms. Winn’s 2025 awards were prorated to reflect their respective initial and updated award opportunities and the actual amounts earned for all named executive officers are reported in the 2025 Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” |

  239. 2025 GRANTS OF PLAN-BASED AWARDS

    | Performance measures for 2025 were based on an ABP Earnings target of $2,912 million, Safety Measures and RBP Measures. For information about the predefined adjustments to earnings for annual bonus plan purposes, please refer to Appendix B to this proxy statement. No bonuses were payable for ABP Earnings of less than $2,621 million and maximum bonuses were payable for ABP Earnings of $3,203 million or more. Target bonuses were set at levels ranging from 180% of base salary for Mr. Martin to 75% of base salary for Ms. Day, with maximum bonuses ranging from 360% to 150% of base salary, respectively. ABP Earnings for 2025 were $3,154 million, performance was above target for the Safety Measures and performance exceeded target for the RBP Measures as set forth in Table 11 under “Compensation Discussion and Analysis—Compensation Components—Performance-Based Annual Bonuses—Annual Bonus Performance Results” and in Appendix B to this proxy statement. Accordingly, in February 2026, the Compensation and Talent Development Committee authorized the payment of bonuses to the named executive officers in the amounts reported in the 2025 Summary Compensation Table as non-equity incentive plan compensation earned in 2025. |

  240. 2025 GRANTS OF PLAN-BASED AWARDS

    | (C) Equity incentive plan awards consisted of performance-based restricted stock units. Shares subject to the performance-based restricted stock units generally will vest, in whole or in part, or be forfeited in early 2028 to the extent certified by the Compensation and Talent Development Committee based on our total shareholder return compared to market and peer group indices for the three-year period ending on the first NYSE trading day in 2028 and EPS growth (as adjusted for LTIP purposes) for the three-year period ending December 31, 2027. For information about the treatment of performance-based restricted stock units in the event of a termination of employment before the end of the performance period or a change in control, see “Severance and Change in Control Benefits” below. |

  241. 2025 GRANTS OF PLAN-BASED AWARDS

    | | 2026 Proxy Statement 73 |

  242. 2025 GRANTS OF PLAN-BASED AWARDS

    | For the two components of performance-based restricted stock units with a total shareholder return performance measure, the target number of shares will vest if we have achieved a cumulative three-year total shareholder return that places us among the top 50% of the companies in the S&P 500 Utilities Index, excluding water companies, or S&P 500 Index, as applicable, with additional shares vesting ratably for performance above the 50th percentile of the applicable index to the maximum number (200% of the target number) of shares for performance at or above the 90th percentile of that index. If our performance does not place us among the top 50%, but is at or above the 25th percentile of the companies in the applicable index, the number of shares that will vest declines from the target number of shares at the 50th percentile to 25% of the target number of shares at the 25th percentile and zero shares below the 25th percentile. |

  243. 2025 GRANTS OF PLAN-BASED AWARDS

    | For the performance-based restricted stock units with an EPS growth performance measure, the target number of shares will vest, subject to the Compensation and Talent Development Committee’s discretion to make adjustments to GAAP EPS, if we have achieved a three-year adjusted EPS CAGR ranked at the 50th percentile among the companies in the S&P 500 Utilities Index, excluding water companies. If performance is at the 75th percentile, 150% of the target number of shares will vest, and if performance is at the 90th percentile or higher, the maximum number (200% of the target number) of shares will vest. If our three-year adjusted EPS CAGR performance does not place us among the top 50%, but is at or above the 25th percentile, the number of shares that will vest declines from the target number of shares at the 50th percentile to 25% of the target number of shares at the 25th percentile and zero shares below the 25th percentile. |

  244. 2025 GRANTS OF PLAN-BASED AWARDS

    | (D) These awards represent service-based restricted stock units that vest ratably over three years. For information about the treatment of service-based restricted stock units in the event of a termination of employment before the end of the service period or a change in control, see “Severance and Change in Control Benefits” below. |

  245. 2025 GRANTS OF PLAN-BASED AWARDS

    | (E) During the performance or service periods, dividends paid or that would have been paid on the shares subject to the award are deemed reinvested to purchase additional shares, at their fair market value, which become subject to the same forfeiture and vesting conditions (including performance criteria, if applicable) as the shares to which the dividends relate. Due to the inability to forecast stock prices at which future dividends would be reinvested, the amounts shown in the table do not include such dividends. |

  246. 2025 GRANTS OF PLAN-BASED AWARDS

    | Unless the named executive officer instructs otherwise, upon vesting of these awards the company will withhold a sufficient number of shares to which the participant would otherwise be entitled to pay the minimum amount of withholding taxes that become payable. |

  247. 2025 GRANTS OF PLAN-BASED AWARDS

    | (F) Stock options are nonqualified options to purchase shares of our common stock. They were granted at an exercise price equal to the grant date closing price of our common stock and have a 10-year term, subject to earlier expiration following termination of employment except in certain circumstances. They generally vest and become exercisable ratably over three years. For information about the treatment of stock options in the event of a termination of employment before the end of the vesting period or a change in control, see “Severance and Change in Control Benefits” below. |

  248. 2025 GRANTS OF PLAN-BASED AWARDS

    | (G) These amounts reflect our grant date estimate of the aggregate compensation expense that we will recognize over the service period of the awards. They are calculated in accordance with GAAP for financial reporting purposes based on the assumptions described in Note 14 of the Notes to Consolidated Financial Statements included in our 2025 Annual Report to Shareholders but disregarding estimates of forfeitures related to service-based vesting conditions. The value actually realized by executives from stock and option awards will depend upon the extent to which performance and service-based vesting conditions are satisfied and the market value of the shares subject to the award upon vesting and sale. |

  249. 2025 GRANTS OF PLAN-BASED AWARDS

    | 74 | | 2026 Proxy Statement |

  250. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End We summarize below our grants of equity awards that were outstanding at December 31, 2025, for each of our executive officers named in the 2025 Summary Compensation Table. These awards consist of nonqualified stock options and performance-based and service-based restricted stock units.

  251. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

  252. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | | | | | | Stock Awards | | | | | | | Option Awards (Stock Options)(A) | | | | Equity Incentive Plan Awards (Performance-Based Restricted Stock Units)(B) | | Other Stock Awards (Service-Based Restricted Stock Units)(C) | | | | Grant Date | Number of Shares Underlying Unexercised Options | | Exercise Price | Expiration Date | Number of Unearned/ Unvested Shares(D) | Market Value of Unearned/ Unvested Shares | Number of Unearned/ Unvested Shares(D) | Market Value of Unearned/ Unvested Shares | | | | Exercisable | Unexercisable | | | | | | | | Jeffrey W. Martin | 01/02/25 | — | 222,547 | $87.130 | 01/01/35 | | | | | | | 01/02/25 | | | | | — | — | | | | | 01/02/25 | | | | | 14,323 | $1,264,563 | | | | | 01/02/25 | | | | | 53,885 | $4,757,513 | | | | | 01/02/24 | 86,056 | 172,110 | $75.820 | 01/01/34 | | | | | | | 01/02/24 | | | | | — | — | | | | | 01/02/24 | | | | | 20,209 | $1,784,214 | | | | | 01/02/24 | | | | | 59,216 | $5,228,216 | | | | | 01/03/23 | 146,076 | 73,036 | $76.855 | 01/01/33 | | | | | | | 01/03/23 | | | | | 15,891 | $1,403,040(F) | | | | | 01/03/23 | | | | | 22,188 | $1,958,961(F) | | | | | 01/03/23 | | | | | — | —(G) | | | | | 01/03/22 | 288,142 | — | $65.995 | 01/01/32 | | | | | | | 01/04/21 | 297,152 | — | $61.900 | 01/01/31 | | | | | | | 01/02/20 | 212,552 | — | $74.560 | 01/01/30 | | | | | | | 01/02/19 | 272,728 | — | $53.380 | 01/01/29 | | | | | | | | 1,302,706 | 467,693 | $69.826(E) | | 185,712 | $16,396,507 | — | $— | | Karen L. Sedgwick | 01/02/25 | — | 40,817 | $87.130 | 01/01/35 | | | | | | | 01/02/25 | | | | | — | — | | | | | 01/02/25 | | | | | 2,628 | $231,984 | | | | | 01/02/25 | | | | | 9,883 | $872,564 | | | | | 01/02/24 | 13,546 | 27,092 | $75.820 | 01/01/34 | | | | | | | 01/02/24 | | | | | — | — | | | | | 01/02/24 | | | | | 3,181 | $280,856 | | | | | 01/02/24 | | | | | 9,321 | $822,960 | | | | | 01/03/23 | | | | | 2,140 | $188,910(F) | | | | | 01/03/23 | | | | | 2,987 | $263,761(F) | | | | | 01/03/23 | | | | | — | —(G) | | | | | 01/03/23 | | | | | | | 2,446 | $215,956(J) | | | | 13,546 | 67,909 | $81.487(E) | | 30,140 | $2,661,035 | 2,446 | $215,956 | | Justin C. Bird | 01/02/25 | — | 40,250 | $87.130 | 01/01/35 | | | | | | | 01/02/25 | | | | | — | — | | | | | 01/02/25 | | | | | 2,591 | $228,776 | | | | | 01/02/25 | | | | | 9,746 | $860,436 | | | | | 01/02/24 | 12,971 | 25,942 | $75.820 | 01/01/34 | | | | | | | 01/02/24 | | | | | — | — | | | | | 01/02/24 | | | | | 3,046 | $268,950 | | | | | 01/02/24 | | | | | 8,926 | $788,101 | | | | | 01/03/23 | | | | | 2,045 | $180,584(F) | | | | | 01/03/23 | | | | | 2,856 | $252,136(F) | | | | | 01/03/23 | | | | | — | —(G) | | | | | 01/03/23 | | | | | | | 2,339 | $206,499(J) | | | | 12,971 | 66,192 | $81.571(E) | | 29,210 | $2,578,983 | 2,339 | $206,499 |

  253. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | 2026 Proxy Statement 75 |

  254. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | Grant Date | | | | | Stock Awards | | | | | | | Option Awards (Stock Options)(A) | | | | Equity Incentive Plan Awards (Performance-Based Restricted Stock Units)(B) | | Other Stock Awards (Service-Based Restricted Stock Units)(C) | | | | | Number of Shares Underlying Unexercised Options | | Exercise Price | Expiration Date | Number of Unearned/ Unvested Shares(D) | Market Value of Unearned/ Unvested Shares | Number of Unearned/ Unvested Shares(D) | Market Value of Unearned/ Unvested Shares | | | | Exercisable | Unexercisable | | | | | | | | Caroline A. Winn | 01/02/25 | | | | | — | — | | | | | 01/02/25 | | | | | 1,717 | $151,555 | | | | | 01/02/25 | | | | | 6,457 | $570,094 | | | | | 01/02/25 | | | | | | | 6,457 | $570,094(H) | | | 10/01/24 | | | | | | | 7,384 | $651,961(K) | | | 01/02/24 | | | | | — | — | | | | | 01/02/24 | | | | | 2,508 | $221,432 | | | | | 01/02/24 | | | | | 7,349 | $648,854 | | | | | 01/02/24 | | | | | | | 4,899 | $432,507(I) | | | 01/03/23 | | | | | 1,880 | $165,957(F) | | | | | 01/03/23 | | | | | 2,624 | $231,714(F) | | | | | 01/03/23 | | | | | — | —(G) | | | | | 01/03/23 | | | | | | | 2,149 | $189,709(J) | | | | — | — | —(E) | | 22,535 | $1,989,606 | 20,889 | $1,844,271 | | Diana L. Day | 01/02/25 | | | | | — | — | | | | | 01/02/25 | | | | | 1,303 | $115,070 | | | | | 01/02/25 | | | | | 4,903 | $432,888 | | | | | 01/02/25 | | | | | | | 4,903 | $432,888(H) | | | 01/02/24 | | | | | — | — | | | | | 01/02/24 | | | | | 1,297 | $114,490 | | | | | 01/02/24 | | | | | 3,798 | $335,315 | | | | | 01/02/24 | | | | | | | 2,532 | $223,543(I) | | | 01/03/23 | | | | | 749 | $66,158(F) | | | | | 01/03/23 | | | | | 1,046 | $92,371(F) | | | | | 01/03/23 | | | | | — | —(G) | | | | | 01/03/23 | | | | | | | 855 | $75,459(J) | | | | — | — | $—(E) | | 13,096 | $1,156,292 | 8,290 | $731,890 |

  255. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (A) Stock options generally will vest and become exercisable ratably over three years and remain exercisable until expiration at the end of a 10-year term, subject to earlier expiration following termination of employment except in certain circumstances. For information about the treatment of stock options in the event of a termination of employment before the end of the vesting period or a change in control, see “Severance and Change in Control Benefits” below. |

  256. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (B) Performance-based restricted stock units generally will vest, in whole or in part, or be forfeited at the end of a three-year performance period to the extent certified by the Compensation and Talent Development Committee based on our total shareholder return compared to market and peer group indices and our EPS growth (as adjusted for LTIP purposes). For information about the treatment of performance-based restricted stock units in the event of a termination of employment before the end of the performance period or a change in control, see “Severance and Change in Control Benefits” below. |

  257. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | For total shareholder return-based awards, we have reported the number and market value of shares subject to the awards (together with reinvested dividends and dividend equivalents) that would have vested at December 31, 2025 had the applicable performance periods ended at that date. As of December 31, 2025, the performance for these awards as a percentage of target was: |

  258. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | Total Shareholder Return-Based Awards | Performance as of December 31, 2025 | | 01/02/25 Award (TSR vs. S&P 500 Utilities Index) | 0.00% | | 01/02/25 Award (TSR vs. S&P 500 Index) | 88.60% | | 01/02/24 Award (TSR vs. S&P 500 Utilities Index) | 0.00% | | 01/02/24 Award (TSR vs. S&P 500 Index) | 113.75% | | 01/03/23 Award (TSR vs. S&P 500 Utilities Index) | 58.30% | | 01/03/23 Award (TSR vs. S&P 500 Index) | 81.40% |

  259. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | On January 27, 2026, the January 3, 2023 awards based on total shareholder return compared to the S&P 500 Utilities Index vested at 58.6% of target and the January 3, 2023 awards based on total shareholder return compared to the S&P 500 Index vested at 80.8% of target. |

  260. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | The EPS growth-based awards granted on January 2, 2024 and January 2, 2025 (together with related reinvested dividend equivalents) are reported based on target performance, as the applicable performance period has not yet ended and the EPS (as adjusted for LTIP purposes) for the final year(s) of the performance period has not yet been determined. The number of shares that ultimately vest will depend upon the extent to which the performance measures have been satisfied at the actual end of the applicable performance period and may be fewer or greater than the number reported in the table. |

  261. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | 76 | | 2026 Proxy Statement |

  262. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | On February 19, 2026, the January 3, 2023 awards based on EPS growth (as adjusted for LTIP purposes) with a performance period that ended on December 31, 2025 were scheduled to vest but failed to meet the minimum performance threshold required to vest. These awards are reported based on the final performance result of 0% of target. For additional detail, see footnote (B) to the 2025 Option Exercises and Stock Vested table below. |

  263. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (C) The awards granted on January 2, 2025, January 2, 2024 and January 3, 2023 represent service-based restricted stock units that vest ratably over the three years following the grant date of the applicable award on the first NYSE trading day of each year. For information about the treatment of service-based restricted stock units in the event of a termination of employment before the end of the service period or a change in control, see “Severance and Change in Control Benefits” below. |

  264. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (D) Includes shares deemed purchased with reinvested dividends and dividend equivalents that become subject to the same forfeiture conditions as the shares to which the dividends relate. Does not include reinvested dividends and dividend equivalents with a record date of December 11, 2025, which were paid on January 15, 2026. |

  265. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (E) The weighted-average exercise price for outstanding options as of December 31, 2025 was (1) $69.826 for Mr. Martin, $81.487 for Ms. Sedgwick and $81.571 for Mr. Bird for all outstanding options; (2) $81.363 for Mr. Martin, $82.618 for Ms. Sedgwick and $82.697 for Mr. Bird for all unexercisable options and (3) $65.684 for Mr. Martin and $75.820 for Ms. Sedgwick and Mr. Bird for all exercisable options. |

  266. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (F) These awards vested on January 27, 2026, immediately following the Compensation and Talent Development Committee’s determination and certification of the total shareholder return performance results. The value realized upon the vesting of these shares is set forth in footnote (B) to the 2025 Option Exercises and Stock Vested table below. |

  267. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (G) These awards were scheduled to vest on February 19, 2026, immediately following the Compensation and Talent Development Committee’s determination and certification of the EPS growth (as adjusted for LTIP purposes) performance results. The value realized upon the vesting of these shares is set forth in footnote (B) to the 2025 Option Exercises and Stock Vested table below. |

  268. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (H) The first of three annual installments of these awards vested on January 2, 2026. |

  269. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (I) The second of three annual installments of these awards vested on January 2, 2026. |

  270. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (J) The third of three annual installments of these awards vested on January 2, 2026. |

  271. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | (K) The first of four annual installments of this award vested on April 30, 2025. |

  272. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | 2026 Proxy Statement 77 |

  273. Option Exercises and Stock Vested

    Option Exercises and Stock Vested We summarize below the restricted stock units that vested during 2025 for each of our executive officers named in the 2025 Summary Compensation Table. No named executive officers exercised stock options in 2025.

  274. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED

  275. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting(A)(B) | | Jeffrey W. Martin | 200,405 | $16,761,269 | | Karen L. Sedgwick | 19,277 | $1,625,190 | | Justin C. Bird | 29,553 | $2,487,127 | | Caroline A. Winn | 34,637 | $2,897,376 | | Diana L. Day | 12,591 | $1,063,136 |

  276. 2025 OPTION EXERCISES AND STOCK VESTED

    | (A) Reflects the market value of vesting stock (including reinvested dividends) at the vesting date, determined by multiplying the number of shares vested by the closing price of our common stock on the vesting date. Also includes the dividend equivalent with a record date of December 5, 2024, which was paid on January 15, 2025. |

  277. 2025 OPTION EXERCISES AND STOCK VESTED

    | (B) The performance-based restricted stock unit awards granted in January 2022 based on total shareholder return performance against the S&P 500 Utilities Index companies and the S&P 500 Index companies vested on January 28, 2025 at 191.5% of target performance and 169.5% of target performance, respectively. The performance-based restricted stock unit awards granted in January 2022 based on EPS growth (as adjusted for LTIP purposes) vested on February 19, 2025 at 200% of target performance. Service-based restricted stock unit awards that vested on January 2, 2025 consisted of the third of three annual installments of the annual awards granted on January 3, 2022 to Mss. Sedgwick, Winn and Day and Mr. Bird, the second of three annual installments of the annual awards granted on January 3, 2023 to Mss. Sedgwick, Winn and Day and Mr. Bird, the first of three annual installments of the annual awards granted on January 2, 2024 to Mss. Winn and Day, and the first of four annual installments of the special award granted to Ms. Winn on October 1, 2024. |

  278. 2025 OPTION EXERCISES AND STOCK VESTED

    | The performance-based restricted stock unit awards granted in January 2023 based on total shareholder return performance against the S&P 500 Utilities Index companies and the S&P 500 Index companies vested on January 27, 2026 at 58.6% of target performance and 80.8% of target performance, respectively. The performance-based restricted stock unit awards granted in January 2023 based on EPS growth (as adjusted for LTIP purposes) failed to meet the minimum performance threshold required to vest. Service-based restricted stock unit awards that vested on January 2, 2026 consisted of the third of three annual installments of the annual awards granted on January 3, 2023 to Mss. Sedgwick, Winn and Day and Mr. Bird, the second of three annual installments of the annual awards granted on January 2, 2024 to Mss. Winn and Day, and the first of three annual installments of the annual awards granted to Mss. Winn and Day on January 2, 2025. The number of shares acquired upon the vesting of these awards and their market value (including the units and the value of the dividend equivalent with a record date of December 11, 2025, which was paid on January 15, 2026), none of which are reflected in this table due to the vesting of the applicable awards after December 31, 2025, were 38,264 shares and $3,333,210 for Mr. Martin; 7,615 shares and $669,801 for Ms. Sedgwick; 7,280 shares and $640,343 for Mr. Bird; 11,324 shares and $1,004,230 for Ms. Winn; and 5,586 shares and $496,514 for Ms. Day. |

  279. 2025 OPTION EXERCISES AND STOCK VESTED

    | 78 | | 2026 Proxy Statement |

  280. Pension Benefits

    Pension Benefits Our named executive officers participate in our Cash Balance Plan, a broad-based tax-qualified retirement plan that is subject to certain limits under the Internal Revenue Code. Under the plan, we annually credit to a notional account for each participant an amount equal to 7.5% of the participant’s salary and performance-based annual bonus. Account balances earn interest and are fully vested after three years of service. In addition to the Cash Balance Plan, Messrs. Martin and Bird and Mss. Sedgwick and Winn participate in a Supplemental Executive Retirement Plan, a nonqualified pension plan designed to recruit and retain executive talent. Under the plan, benefits are calculated using a defined benefit formula based on final average earnings (average base salary for the two consecutive years of highest base salary prior to retirement plus the average of the three highest annual bonuses during the 10 years prior to retirement), years of service and age at retirement of the executive officer. Benefits payable under the Supplemental Executive Retirement Plan are reduced by benefits payable under the Cash Balance Plan. Benefits under the Supplemental Executive Retirement Plan’s defined benefit formula begin to vest after five years of service and attainment of age 55, with full vesting when age plus years of service total 70 or the executive attains age 60, subject to exceptions for certain terminations in connection with a change in control. Benefits for Ms. Sedgwick, who became a participant in the plan on November 14, 2023, will not begin vesting in the defined benefit until she has participated in the plan for five years, after which prior service will be considered. Upon normal retirement at age 62, the annual benefit (as a percentage of final average earnings) in the form of a 50% joint and survivor annuity is 20% after five years of service, 40% after 10 years of service, 50% after 15 years of service, 60% after 20 years of service, 62.5% after 30 years of service, and 65% after 40 years of service. Reduced benefits based on age and years of service are provided for retirement as early as age 55 and the completion of five years of service. Supplemental Executive Retirement Plan participants who have at least three years of service and do not meet the minimum vesting criteria under the defined benefit formula, which includes Ms. Sedgwick and Mr. Bird, and Cash Balance Restoration Plan participants, which includes Ms. Day, are entitled to a benefit equal to the benefit that would have been received under the tax-qualified Cash Balance Plan but for Internal Revenue Code limitations on pay and benefits under tax-qualified plans. Account balances in the Cash Balance Restoration Plan earn interest and are fully vested after three years of service. Retiring employees may elect to receive the retirement date present value of their vested accumulated retirement benefits in a single lump sum payment. Alternatively, they may elect an annuity that provides the actuarial equivalent of the lump sum benefit. We summarize below the present value of accumulated benefits under our various retirement plans at December 31, 2025, for each of our executive officers named in the 2025 Summary Compensation Table.

  281. 2025 PENSION BENEFITS AT YEAR-END

    2025 PENSION BENEFITS AT YEAR-END

  282. 2025 PENSION BENEFITS AT YEAR-END

    | | Plan | Years of Credited Service | Present Value of Accumulated Benefit(A) | | Jeffrey W. Martin(B) | Cash Balance Plan | 21 | $573,625 | | | Supplemental Executive Retirement Plan | 21 | $45,340,402 | | | Total | | $45,914,027 | | Karen L. Sedgwick(B) | Cash Balance Plan | 34 | $853,318 | | | Supplemental Executive Retirement Plan | 34 | $8,901,878 | | | Total | | $9,755,196 | | Justin C. Bird(B) | Cash Balance Plan | 21 | $586,793 | | | Supplemental Executive Retirement Plan | 21 | $9,495,827 | | | Total | | $10,082,620 | | Caroline A. Winn(B) | Cash Balance Plan | 40 | $1,124,812 | | | Supplemental Executive Retirement Plan | 40 | $14,426,829 | | | Total | | $15,551,641 | | Diana L. Day(C) | Cash Balance Plan | 29 | $939,264 | | | Cash Balance Restoration Plan | 29 | $663,945 | | | Total | | $1,603,209 |

  283. 2025 PENSION BENEFITS AT YEAR-END

    | (A) Amounts are based on the assumptions used for financial reporting purposes set forth in Note 9 of the Notes to Consolidated Financial Statements contained in our 2025 Annual Report to Shareholders, except that retirement age has been assumed to be the earliest time at which the executive could retire under each of the plans without any benefit reduction due to age. |

  284. 2025 PENSION BENEFITS AT YEAR-END

    | Amounts shown for the Cash Balance Plan are based on the greater of the amounts payable under the plan or the sum of the present value of the accumulated benefit payable under a frozen predecessor plan plus future cash balance accruals. The amounts shown for the Supplemental Executive Retirement Plan and the Cash Balance Restoration Plan are the present value of the incremental benefit over that provided by the Cash Balance Plan. |

  285. 2025 PENSION BENEFITS AT YEAR-END

    | | 2026 Proxy Statement 79 |

  286. 2025 PENSION BENEFITS AT YEAR-END

    | (B) Mr. Martin and Ms. Winn are eligible for early retirement benefits under the defined benefit formula of the Supplemental Executive Retirement Plan. Ms. Sedgwick and Mr. Bird are not yet vested in a benefit under the defined benefit formula of the Supplemental Executive Retirement Plan. However, Ms. Sedgwick and Mr. Bird would have been entitled to the benefit that would have been received under the tax-qualified Cash Balance Plan but for Internal Revenue Code limitations on pay and benefits under tax-qualified plans. At December 31, 2025, Mr. Martin was age 63, Ms. Sedgwick was age 59, Mr. Bird was age 54 and Ms. Winn was age 62. Had they retired at December 31, 2025 and received their benefits under the plans as a lump sum, their early retirement benefits would have been $46,080,866 for Mr. Martin; $1,406,600 for Ms. Sedgwick; $1,394,464 for Mr. Bird; and $15,710,493 for Ms. Winn. |

  287. 2025 PENSION BENEFITS AT YEAR-END

    | (C) Ms. Day, who is not a participant in the Supplemental Executive Retirement Plan, is vested in benefits under the Cash Balance Plan and nonqualified Cash Balance Restoration Plan. Had her employment terminated on December 31, 2025, Ms. Day’s benefit would have been $1,651,361. |

  288. 2025 PENSION BENEFITS AT YEAR-END

    | 80 | | 2026 Proxy Statement |

  289. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our nonqualified Employee and Director Savings Plan permits executives to elect on a year-by-year basis to defer the receipt of up to 85% of their annual salary and performance-based annual bonus for payment in installments or in a lump sum at a future date in connection with an executive’s separation of service from the company or on a fixed in-service distribution date. Executive officers also may defer all or a portion of certain performance-based restricted stock unit awards upon vesting. The timing and form of distribution are selected by the executive at the time of the deferral election, and subsequent changes are limited. In the event of a change in control, participant accounts are distributed in a lump sum immediately prior to the date of the change in control. Deferred amounts are fully vested and earn interest at a rate reset annually to the higher of 110% of the Moody’s Corporate Bond Yield Average Rate or the Moody’s Corporate Bond Yield Average Rate plus 1% (6.45% for 2025) or, at the election of the executive, are deemed invested in investment accounts that mirror the investment accounts available under our tax-qualified 401(k) savings plan in which all employees may participate. Deferrals of performance-based restricted stock unit awards cannot be transferred into other investments and are paid out in shares of common stock in accordance with the officer’s payout elections following separation of service from the company. The Internal Revenue Code places annual limits on the amounts that employees and employers can defer into a 401(k) savings plan. Because of these limits, the company makes matching contributions for deferred compensation plan participants through the deferred compensation plan. The deferred compensation matching contribution is equal to one-half of the first 6% of the employee’s contributions plus one-fifth of the next 5% of the employee’s contributions less an offset for 401(k) savings plan matching contributions. There are no company matching contributions on deferrals of performance-based restricted stock unit awards. All employee contributions and related investment earnings in the deferred compensation plan vest immediately. New participants are immediately eligible for company matching contributions and company matching contributions (including related earnings) vest after one year of service. We summarize below information regarding the participation by each of our executive officers named in the 2025 Summary Compensation Table in our nonqualified deferred compensation plans.

  290. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION

  291. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | | Executive Contributions in 2025(A) | Company Contributions in 2025(B) | Aggregate Earnings in 2025(C) | Aggregate Balance at 12/31/25(D) | | Jeffrey W. Martin | $1,139,882 | $214,701 | $1,382,072 | $21,184,850 | | Karen L. Sedgwick | $193,873 | $49,357 | $190,602 | $1,682,639 | | Justin C. Bird | $180,720 | $57,564 | $312,697 | $3,098,613 | | Caroline A. Winn | $407,168 | $67,894 | $173,465 | $2,901,257 | | Diana L. Day | $206,996 | $28,957 | $593,083 | $4,614,049 |

  292. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (A) Executive contributions consist of deferrals of salary and performance-based annual bonuses that are also reported as compensation in the 2025 Summary Compensation Table. Timing differences between reporting bonus compensation in the 2025 Summary Compensation Table (which reports bonus amounts in the year for which they were earned) and related deferral dates (the date on which the bonuses would have been paid to the executive) may in any year result in lesser or greater amounts reported as executive contributions in this table than the amounts that have been reported as compensation for the same year in the 2025 Summary Compensation Table. Executive contributions in 2025 that are also included as 2025 salary reported in the 2025 Summary Compensation Table total $339,462 for Mr. Martin; $104,718 for Ms. Sedgwick; $80,380 for Mr. Bird; $165,028 for Ms. Winn; and $119,516 for Ms. Day. Deferrals of the 2025 performance-based annual bonus that was paid in March 2026 are not included in this table. |

  293. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (B) Company contributions are equal to one-half of the first 6% of the employee’s contributions plus one-fifth of the next 5% of the employee’s contributions less an offset for 401(k) savings plan matching contributions. |

  294. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (C) Earnings are measured as the difference in deferred account balances between the beginning and the end of the year plus nonqualified deferred compensation distributions (if applicable) and minus executive and company contributions made during the year. Earnings consisting of above-market interest also are reported in the 2025 Summary Compensation Table. Excluding above-market interest, earnings for 2025 were $1,353,684 for Mr. Martin; $183,979 for Ms. Sedgwick; $307,842 for Mr. Bird; $151,970 for Ms. Winn; and $583,992 for Ms. Day. These earnings are not reported in the 2025 Summary Compensation Table. |

  295. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (D) Year-end balances consist of executive and company contributions and earnings on contributed amounts, less any distributions. All contributions and all earnings that consist of above-market interest have been included in the 2025 Summary Compensation Table for 2025 or reportable prior years. Such aggregate amounts (other than the 2022 bonus paid in 2023) as reported in the 2025 Summary Compensation Table for fiscal years 2023, 2024 and 2025 are $6,084,148 for Mr. Martin; $532,933 for Ms. Sedgwick; $578,474 for Mr. Bird; $496,557 for Ms. Winn; and $460,458 for Ms. Day. These amounts do not include deferrals of the 2025 performance-based annual bonus paid in March 2026 but do include deferrals of the 2022 performance-based annual bonus paid in March 2023. |

  296. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | | 2026 Proxy Statement 81 |

  297. PAY-VERSUS-PERFORMANCE

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs (A) (d) | Average Compensation Actually Paid to Non-PEO NEOs (A) (e) | Value of Initial Fixed $100 Investment Based on | | | | | Year (a) | Summary Compensation Table Total for PEO (A) (b) | Compensation Actually Paid to PEO (A) (c) | | | Total Shareholder Return (B) (f) | Peer Group Total Shareholder Return (B) (g) | Net Income (in millions) (C) (h) | ABP Earnings (in millions) (D) (i) | | 2025 (E) | $22,245,589 | $11,709,926 | $5,474,679 | $3,123,396 | $163 | $159 | $2,072 | $3,154 | | 2024 (E) | $21,513,802 | $28,127,126 | $6,388,301 | $5,250,029 | $156 | $137 | $3,500 | $3,158 | | 2023 (E) | $27,421,881 | $11,517,838 | $6,585,961 | $3,417,879 | $129 | $111 | $3,618 | $2,977 | | 2022 (E) | $18,608,094 | $34,176,500 | $4,172,220 | $6,055,660 | $129 | $120 | $2,285 | $2,947 | | 2021 (E) | $24,675,982 | $11,770,982 | $4,727,198 | $2,995,826 | $107 | $118 | $1,463 | $2,558 |

  298. PAY-VERSUS-PERFORMANCE

    | (A) The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual compensation paid to or realized by the PEO or the Non-PEO NEOs during each applicable year. The calculation of compensation actually paid (CAP) for purposes of this table includes point-in-time valuations as required by the SEC’s prescribed methodology for stock awards and option awards (collectively, Equity Awards), including unvested Equity Awards, and these values fluctuate based on the company’s stock price. See the 2025 Summary Compensation Table for the amounts of the PEO’s and each of the Non-PEO NEO’s base salary, annual bonus plan award and certain other compensation and the 2025 Option Exercises and Stock Vested table for the value realized by each of them upon the vesting of restricted stock unit awards during 2025. |