SOUTHERN CALIFORNIA GAS COMPANY

NOTICE OF

ANNUAL SHAREHOLDERS MEETING

The Southern California Gas Company (SoCalGas or the company) 2026 annual meeting of shareholders (Annual Shareholders Meeting) will be held on May 14, 2026, at 9 a.m., local time, at 488 8^th Avenue, San Diego, California. SoCalGas is a subsidiary of Sempra.

The Annual Shareholders Meeting will be held for the following purposes:

The Annual Shareholders Meeting will be a business-only meeting. It will not include any presentations by management and the company does not encourage shareholder attendance. Additional information about the company is included in the 2025 Annual Report to Shareholders, which is being mailed to shareholders together with this Notice of Annual Shareholders Meeting and the accompanying Information Statement.

Shareholders of record at the close of business on April 7, 2026, are entitled to notice of, to vote at and to attend the Annual Shareholders Meeting and any adjournment or postponement thereof. Shareholders who decide to attend the meeting and own shares registered in their names will be admitted upon verification of record share ownership. Shareholders who decide to attend the meeting and own shares through banks, brokers or other nominees must present proof of beneficial share ownership (such as the most recent account statement prior to April 7, 2026) to be admitted.

Jason W. Egan

Corporate Secretary

Important Notice Regarding the Availability of Information Statement Materials for

the Annual Shareholders Meeting to be Held on May 14, 2026.

The Information Statement

and the Annual Report to Shareholders are available on the Internet at

https://www.edocumentview.com/SoCalGas.

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

Southern California Gas Company is providing this Information Statement in connection with the 2026 annual meeting of its shareholders (Annual Shareholders Meeting) to be held on May 14, 2026, at 9 a.m., local time, at 488 8^th Avenue, San Diego, California. The Notice of Annual Shareholders Meeting, this Information Statement and the 2025 Annual Report to Shareholders are being sent or given to shareholders beginning on or about April 14, 2026.

THE COMPANY

Southern California Gas Company, which we refer to as SoCalGas, the company, we, us or our, is a subsidiary of Sempra. SoCalGas’ principal executive offices are located at 555 West 5^th Street, Los Angeles, California 90013. Its telephone number is (213) 244-1200.

Additional information about the company is included in the 2025 Annual Report to Shareholders (2025 Annual Report) jointly produced by Sempra and SoCalGas, which is being mailed to shareholders together with this Information Statement. The 2025 Annual Report includes the company’s Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K), which has been filed with the U.S. Securities and Exchange Commission (SEC) jointly by Sempra, SoCalGas and Sempra’s other subsidiary with U.S. publicly traded securities, San Diego Gas & Electric Company (SDG&E). These documents, as well as other documents SoCalGas files with the SEC, can be viewed on the Internet on the SEC’s website at www.sec.gov and are available on the Sempra website at www.sempra.com under the “Investors” and “SEC Filings” tabs. The company also will furnish a copy of its 2025 Form 10-K (excluding exhibits, except those that are specifically requested) without charge to any shareholder who so requests by writing to the company’s Corporate Secretary at 488 8^th Avenue, San Diego, California 92101.

All website references in this Information Statement are inactive textual references, and the information on, or that can be accessed through, such websites does not constitute a part of this Information Statement.

OUTSTANDING SHARES AND VOTING RIGHTS

The SoCalGas Board of Directors has fixed April 7, 2026, as the record date for determining the shareholders of SoCalGas entitled to notice of and to vote at the Annual Shareholders Meeting and any adjournment or postponement thereof. On that date, SoCalGas’ outstanding shares consisted of 91,300,000 shares of common stock and 862,043 shares of preferred stock. All SoCalGas common stock and 50,970 shares of SoCalGas preferred stock are owned by Pacific Enterprises (PE), a wholly owned subsidiary of Sempra.

In electing directors, each share is entitled to one vote on each of the four director positions. Shareholders will be entitled to cumulate votes for the election of directors if any shareholder gives notice of an intention to do so at the meeting and prior to the voting. If that notice is given, all shareholders may cast all of their votes for any one director candidate whose name has been placed in nomination prior to the voting or may distribute their votes among two or more such candidates in such proportions as they may determine. In voting on any other matters that may be considered at the Annual Shareholders Meeting and any adjournment or postponement thereof, each share is entitled to one vote. The company does not expect there to be any broker non-votes at the Annual Shareholders Meeting. However, if there are any broker non-votes, each will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Shareholders Meeting and any adjournment or postponement thereof, but will not be considered a vote cast with respect to the election of directors or any other proposal for which it occurs.

The shares of SoCalGas owned by PE and indirectly owned by Sempra represent over 99% of SoCalGas’ outstanding shares and the number of votes entitled to be cast on the matters to be considered at the Annual Shareholders Meeting and any adjournment or postponement thereof. PE has advised SoCalGas that it intends to vote “FOR” each of the four nominees named in this Information Statement for election to the SoCalGas Board of Directors and ‘FOR” the advisory approval of our executive compensation.

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GOVERNANCE OF THE COMPANY

Generally, the business and affairs of SoCalGas are managed and all corporate powers are exercised by or under the direction of its Board of Directors in accordance with California General Corporation Law and SoCalGas’ Restated Articles of Incorporation and Bylaws, as amended.

Board of Directors

Board Meetings; Annual Shareholders Meeting

During 2025, the Board of Directors of SoCalGas held 13 meetings and each incumbent director attended at least 75% of the aggregate number of such meetings and of each committee of which the director was a member (in each case during the periods when he or she was a member).

The Annual Shareholders Meeting will be a business-only meeting without presentations by management. The company does not encourage attendance at the meeting by public shareholders. The Board of Directors encourages all nominees standing for election as directors to attend the Annual Shareholders Meeting. Four of the five directors in office as of the SoCalGas 2025 annual shareholders meeting attended that meeting. You may request directions to the location of the Annual Shareholders Meeting if you choose to attend in person by contacting the company’s Corporate Secretary at 488 8^th Avenue, San Diego, California 92101.

Leadership Structure

Caroline A. Winn, Sempra’s Executive Vice President, serves as non-executive Chairman of the Board of Directors. The board does not have an independent lead director.

Director Independence

As a subsidiary of Sempra with none of its classes of stock listed on a national securities exchange, SoCalGas is not subject to stock exchange listing standards requiring independent directors and various board committees and, accordingly, has not established independence standards for its directors. All of the directors of the company are also officers of the company or of Sempra and, as a result, none qualifies as an independent director under the standards established by the New York Stock Exchange (NYSE) or any other national securities exchange for boards of directors or board committees.

Board Committees

Two standing committees, a Compensation Committee and a Safety Committee, assist the board in carrying out its responsibilities. The Compensation Committee assists the board in discharging its responsibilities relating to oversight of the evaluation and compensation of the company’s executives and operates under a written charter adopted by the board, a copy of which was filed as Appendix A to the 2025 SoCalGas Information Statement. The duties of the Safety Committee are described below. The SoCalGas Board of Directors does not maintain an audit or nominating committee.

Director Nominations and Board Composition

Nominees for election as directors are determined by the SoCalGas Board of Directors, and the board will not consider director candidates recommended by shareholders other than its direct and indirect parent companies. The board currently consists of Maryam S. Brown, Chief Executive Officer (CEO) and President of SoCalGas as of the mailing date of this Information Statement, and four officers of Sempra with broad professional and business expertise. Ms. Brown has provided notice of her resignation from all positions with SoCalGas effective April 17, 2026, including as its President, CEO and a member of its Board of Directors and all committees thereof. The board has nominated the four other current directors for reelection to the board at the Annual Shareholders Meeting. Although Sempra and SoCalGas promote inclusion and belonging in their workforces, diversity is not specifically considered in selecting the individuals who serve as directors of SoCalGas.

Codes of Business Conduct and Ethics

All but two of the members of Sempra’s Board of Directors are independent directors under NYSE independence standards, and all of Sempra’s NYSE-required board committees are composed of 100% independent directors. The Sempra Board of Directors also has adopted a Code of Business Conduct and Ethics for Directors and Principal and Executive Officers that applies to the current directors and certain of the executive officers of SoCalGas, and all directors and officers of SoCalGas also are subject to a Code of Business Conduct that applies to all employees of SoCalGas and Sempra. If we either (i) amend any provision of our Code of Business Conduct and Ethics for Directors and Principal and Executive Officers in a way that relates to any element of the code of ethics definition in Item 406(b) of SEC Regulation S-K or (ii) grant our principal executive, financial, or accounting officer or controller an explicit or implicit waiver from any provision of our Code of Business Conduct and Ethics for Directors and Principal and Executive Officers and the waiver relates to any element of the code of ethics definition in Item 406(b) of SEC Regulation S-K, then we will describe the date and nature of the amendment or waiver on our website under the “About Us” and “Management Team” tabs. If we do not make such disclosure on our website, we will include it in a current report on Form 8-K filed with the SEC.

Board Role in Risk Oversight

Assessing and monitoring risks and risk management are among the functions of the SoCalGas Board of Directors. SoCalGas’ management, including the company’s Vice President, Chief Risk Officer and Chief Compliance Officer and the company’s Chief Safety Officer, are responsible for identifying and assessing risk, and monitoring and reporting to the SoCalGas Board of Directors on the company’s plans to manage risk and safety, respectively. Risk oversight at the management level is governed by the Enterprise Risk and Compliance Management Committee, which is composed of senior management and chaired by the Vice President, Chief Risk Officer and Chief Compliance Officer and is

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responsible for establishing, overseeing, periodically reviewing and working to improve upon enterprise risk management policies and practices across SoCalGas. Other management-level governing bodies also are tasked with reviewing, monitoring and mitigating risk, including SoCalGas’ Executive Safety Committee, which is composed of the entire senior management team and chaired by the Chief Safety Officer to foster a proactive safety culture where employee, public infrastructure and contractor risk identification and mitigation are prioritized to sustain implementation, improve risk management and drive continued improvement, as well as SoCalGas’ Energy Procurement Risk Management Committee, which is composed of members of senior management and chaired by the Chief Financial Officer and is responsible for the adoption, oversight, periodic review and enforcement of a comprehensive risk management framework governing energy trading activities conducted by the company’s gas acquisition department.

The SoCalGas Board of Directors has ultimate responsibility for risk oversight. The board fulfills its risk oversight function by, among other things, reviewing and overseeing the company’s strategic, financial and operating plans; receiving and reviewing other direct reports and periodic updates from various members of management and discussing major risk categories with management on at least an annual basis or as needed due to changes in risk profiles; and staying informed about developments in our industry and other current events that may impact the company. Additionally, the board may utilize committees to focus on specific risk areas. For example, the board has established a Safety Committee whose purpose is to advise and assist the board in the oversight of safety matters that affect the company, including matters related to employee, contractor, public and infrastructure safety, and with responsibilities that include, among other things, reviewing and monitoring the company’s safety culture, goals, and risks; the company’s risk management and oversight programs related to such safety matters; safety-related incidents and the measures and strategies taken by management to prevent, mitigate or respond to such incidents; current and emerging safety matters; and the company’s safety performance and metrics. The board’s leadership structure, with Sempra’s Executive Vice President serving as non-executive Chairman of our Board of Directors, supports the board’s risk oversight function by facilitating the allocation of risk-related functions between the board and management, with management having responsibility for implementing and supervising risk management processes and the board having responsibility for overseeing these matters.

Compensation Committee Interlocks and Insider Participation

The SoCalGas Board of Directors has delegated responsibility for certain elements of executive compensation to the Compensation Committee of the board. In 2025, the members of the Compensation Committee were (i) Ms. Brown (the current CEO of SoCalGas, until her resignation becomes effective April 17, 2026), Lisa Larroque Alexander (an officer of Sempra and a former officer of SoCalGas), and Karen L. Sedgwick (an officer of Sempra who has never been an officer or employee of SoCalGas); and (ii) beginning in July 2025, Caroline A. Winn (an officer of Sempra who has never been an officer or employee of SoCalGas). None of the company’s executive officers currently serves, or has served during the past fiscal year, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving as a member of the SoCalGas Board of Directors or the Compensation Committee of the board.

Related Person Transactions

SEC rules require that SoCalGas describe any transaction since the beginning of 2025 or any currently proposed transaction, in each case involving more than $120,000, in which the company was or will be a participant and any of its directors, director nominees, executive officers, persons or entities known by the company to be a beneficial owner of more than 5% of the company’s common stock, or any member of their respective immediate families, had or will have a direct or indirect material interest. The SoCalGas Board of Directors has adopted a written policy that requires the board to review and approve any such “related person transaction” that is required to be disclosed. When evaluating any such transaction, the board focuses on a variety of factors on a case-by-case basis, which may include, among other things, the identity of the related person, the nature and terms of the transaction, the interest of the related person in the transaction and the dollar amount involved.

There have been no transactions requiring such review since the beginning of 2025.

Communications with the Board

Shareholders and other interested parties who wish to communicate with the SoCalGas Board of Directors or any individual director may do so by writing to the company’s Corporate Secretary at 488 8^th Avenue, San Diego, California 92101 and addressing the communication to the SoCalGas Board of Directors or the applicable individual director.

Compensation of Directors

All of our directors are employees of SoCalGas or Sempra and are not otherwise compensated for their service on the SoCalGas Board of Directors.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP has been retained as the independent registered public accounting firm to audit the SoCalGas financial statements and the effectiveness of its internal control over financial reporting for 2026. Deloitte & Touche LLP or its predecessors have served as the independent registered public accounting firm for SoCalGas or its parent company continuously since 1937. Deloitte & Touche LLP also serves as the independent registered public accounting firm for Sempra and SDG&E. Representatives of Deloitte & Touche LLP are expected to attend the Annual Shareholders Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from shareholders.

The following table shows fees paid to Deloitte & Touche LLP for services provided to SoCalGas in 2025 and 2024:

The Audit Committee of Sempra’s Board of Directors is directly responsible for the appointment, compensation, retention and oversight, including the oversight of the audit fee negotiations, of the independent registered public accounting firm for Sempra and its subsidiaries, including SoCalGas. As a matter of good corporate governance, the SoCalGas Board of Directors also reviewed the performance of Deloitte & Touche LLP and concurred with the determination by Sempra’s Audit Committee to retain the firm as its independent registered public accounting firm for 2026, 2025 and 2024. Sempra’s Board of Directors has determined that each member of its Audit Committee is an independent director and is financially literate and that Jack T. Taylor, who chairs the committee, and Jennifer M. Kirk and Anya Weaving, who are members of the committee, are audit committee financial experts as defined by the rules of the SEC.

Except where pre-approval is not required by SEC rules, Sempra’s Audit Committee pre-approves all audit, audit-related and permissible non-audit services provided by Deloitte & Touche LLP for Sempra and its subsidiaries, including all services provided by Deloitte & Touche LLP for SoCalGas in 2025 and 2024. The committee’s pre-approval policies and procedures provide for the general pre-approval of specific types of services and give detailed guidance to management as to the services that are eligible for general pre-approval, and they require specific pre-approval of all other permitted services. For both types of pre-approval, the committee considers whether the services to be provided are consistent with maintaining the firm’s independence. The committee’s policies and procedures also delegate authority to the Chair of the committee to address any requests for pre-approval of services between committee meetings, with any pre-approval decisions to be reported to the committee at its next scheduled meeting.

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AUDIT REPORT

The Board of Directors of SoCalGas has reviewed and discussed with the company’s management the audited financial statements of the company for the year ended December 31, 2025.

Sempra’s Audit 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. Sempra’s Audit Committee also has received from Deloitte & Touche LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding its communications with Sempra’s Audit Committee concerning Deloitte & Touche LLP’s independence, and Sempra’s Audit Committee has discussed Deloitte & Touche LLP’s independence with the firm.

Based on these considerations, the Board of Directors of SoCalGas directed that the audited financial statements of SoCalGas be included in its Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the U.S. Securities and Exchange Commission.

BOARD OF DIRECTORS

Caroline A. Winn, Chair

Maryam S. Brown

Diana L. Day

Lisa Larroque Alexander

Karen L. Sedgwick

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SHARE OWNERSHIP

All outstanding shares of SoCalGas’ common stock are owned by PE and all outstanding shares of PE’s common stock are owned by Sempra. None of the directors or officers of SoCalGas owns any shares of SoCalGas’ preferred stock, and SoCalGas is unaware of any person, other than PE, who beneficially owns more than 5% of its outstanding shares of preferred stock.

The following table shows the number of shares of Sempra common stock (rounded down to the nearest whole share where applicable) beneficially owned as of April 1, 2026, by each director of SoCalGas, by each executive officer of SoCalGas named in the executive compensation tables in this Information Statement (named executive officers), and by all directors and executive officers of SoCalGas as of the date of this Information Statement as a group. The shares of Sempra common stock beneficially owned by each of our directors and named executive officers and by our directors and executive officers as a group in each case total less than 1% of Sempra’s outstanding shares of common stock. In calculating these percentages, shares under the heading “Phantom Shares” are not included because these phantom shares (i) cannot be voted and (ii) may only be settled for cash or cannot be settled for shares of Sempra common stock within 60 days after April 1, 2026. As of April 1, 2026, 653,344,198 shares of Sempra common stock were outstanding.

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PROPOSAL 1: ELECTION OF THE FOUR DIRECTOR NOMINEES NAMED IN THIS INFORMATION STATEMENT

At the Annual Shareholders Meeting, four directors will be elected to serve until the next annual shareholders meeting and until their respective successors have been elected and qualified or until their earlier resignation or removal. The four director nominees receiving the highest number of affirmative votes will be elected as directors of the company. If you indicate “ABSTAIN” on any or all nominees, your vote will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Shareholders Meeting and any adjournment or postponement thereof, but will not be considered a vote cast with respect to this proposal. As a result, abstentions and votes against any director, if any, will have no effect on the outcome of the vote on this proposal.

The following sets forth information, as of the mailing date of this Information Statement, regarding the four director nominees named in this Information Statement for election at the Annual Shareholders Meeting. This information includes biographical information, business experience and service on other public company boards. In addition, we discuss below the specific experience, qualifications, attributes and skills that make each director candidate a well-qualified and valuable board member.

		Diana L. Day, 61, became a director of SoCalGas in October 2022. She also is a director of SDG&E, Sempra’s other California utility subsidiary. She has been Chief Legal Counsel and Corporate Secretary of Sempra since January 2024 and May 2025, respectively, and previously served as Deputy General Counsel of Sempra since October 2022. She served as Senior Vice President and General Counsel of SDG&E from August 2020 to October 2022, Vice President and General Counsel of SDG&E from January 2019 to August 2020, and Chief Risk Officer of SDG&E from August 2019 to October 2022. Prior to that, she was Acting General Counsel of SDG&E from September 2017 to January 2019, and Vice President – Enterprise Risk Management and Compliance for SDG&E and SoCalGas from 2014 to January 2019. Ms. Day has held various other leadership positions since she joined the Sempra family of companies in 1997.   Ms. Day’s extensive expertise in governance matters and other aspects of business and corporate law makes her a valuable member of our board.
		Lisa Larroque Alexander, 52, became a director of SoCalGas in March 2019. She has been Senior Vice President, Human Resources of Sempra since January 2025 and Senior Vice President, Corporate Affairs of Sempra since April 2020. Before that, Ms. Larroque Alexander served as Vice President, Corporate Communications and Sustainability of Sempra from May 2018 to April 2020, Vice President – Customer Solutions, Communications and Environmental Strategy of SoCalGas from April 2018 to May 2018, Vice President – Customer Solutions and Communications of SoCalGas from May 2016 to April 2018, and in several other positions since joining SoCalGas in 2011. Previously, Ms. Larroque Alexander was a management consultant to the energy and utilities sector and, prior to that, held leadership positions in strategy, marketing and consulting.   Ms. Larroque Alexander is a director of Argan, Inc., a company that provides construction and related services to the energy and industrial sectors.   Ms. Larroque Alexander has served our company and its affiliates in strategy, commercial, public policy and operational roles and her extensive experience and in-depth understanding of the company’s business make her a valuable member of our board.
		Karen L. Sedgwick, 59, became a director of SoCalGas in January 2025 and served as non-executive Chairman of SoCalGas from January to July 2025. Ms. Sedgwick also previously served as a director of SoCalGas from March 2021 until October 2022. She also is a director of SDG&E, Sempra’s other California utility subsidiary, and served as SDG&E’s non-executive Chairman from January to July 2025. Ms. Sedgwick has been Executive Vice President and Chief Financial Officer of Sempra since January 2024. Prior to that, she served as Chief Administrative Officer and Chief Human Resources Officer of Sempra beginning in December 2021 and September 2020, respectively, until December 2023 for both roles, and also served as Senior Vice President of Sempra from September 2020 to December 2021. She was Chief Administrative Officer and Chief Human Resources Officer of SDG&E from April 2019 to September 2020 and Vice President and Treasurer of Sempra from August 2018 to April 2019. Prior to that, she served as Vice President, Audit Services of Sempra from January 2014 to August 2018 and in a variety of other senior roles during her more than 31-year tenure with the Sempra family of companies.   Ms. Sedgwick’s deep experience in operational, financial and audit services roles, as well as administrative and human resources functions and other roles with the Sempra family of companies, makes her a valuable member of our board.

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		Caroline A. Winn, 63, became a director and the non-executive Chairman of SoCalGas in July 2025. She has been Executive Vice President of Sempra since July 2025. Ms. Winn has been a director of SDG&E since August 2020 and has served as SDG&E’s non-executive Chairman since July 2025. She also served as Chief Executive Officer of SDG&E from August 2020 to July 2025. Prior to that, she was Chief Operating Officer of SDG&E from January 2017 to July 2020, Chief Energy Delivery Officer of SDG&E from June 2015 to December 2016 and Vice President – Customer Services of SDG&E from April 2010 to June 2015, and served in a variety of other senior roles during her more than 40-year tenure with the Sempra family of companies.   Ms. Winn is a director of American States Water Company, a utility holding company. She previously was a director of the Kayne Anderson Energy Infrastructure Fund, Inc.   Ms. Winn’s extensive experience in the energy industry and her strong leadership background make her a valuable member of our board.

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PROPOSAL 2: ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are asking our shareholders to approve, on an advisory basis, a resolution on the compensation of the named executive officers as reported in this Information Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our 2025 executive compensation program. We currently provide our shareholders the opportunity to vote on a say-on-pay proposal every three years and, as a result, the next vote on a say-on-pay proposal following the Annual Shareholders Meeting is expected to occur at our 2029 annual shareholders meeting.

We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this Information Statement by voting in favor of the following resolution:

“RESOLVED, that, as an advisory matter, the shareholders of Southern California Gas Company approve the compensation paid to the company’s named executive officers as disclosed in the company’s 2026 Information Statement pursuant to Item 402 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

Approval requires the receipt of “FOR” votes constituting a majority of the shares represented and voting at the Annual Shareholders Meeting, assuming a quorum is present, and the approving majority also must represent more than 25% of our outstanding shares of voting stock. If you indicate “ABSTAIN” on this proposal, your vote will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Shareholders Meeting and any adjournment or postponement thereof, but will not be considered a vote cast with respect to this proposal. As a result, abstentions should have no effect on the outcome of the vote on this proposal, unless they result in a failure to obtain affirmative votes representing more than 25% of our outstanding shares of voting stock.

This say-on-pay vote is advisory only and will not be binding on the company.

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

What information is provided in this section of the Information Statement?

In this Compensation Discussion and Analysis, we:

Who are the named executive officers?

Table 1

What is our executive compensation philosophy and what are the goals of our executive compensation program?

Our Compensation Committee sets the company’s executive pay philosophy, which emphasizes:

Our executive compensation program goals include:

Elements of our 2025 executive pay program that exemplify our pay-for-performance philosophy and goals include:

We believe this compensation philosophy enables us to attract, motivate and retain key executive talent and promote strong, sustainable long-term performance.

What compensation governance measures are in place?

We believe our compensation practices, which are highlighted below, reflect our pay-for-performance philosophy and program goals and our commitment to sound corporate governance.

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What We Do:

What We Don’t Do:

DETERMINING EXECUTIVE PAY

How is external pay data used in determining pay?

External pay data is used to help align executive compensation levels with the labor market. The SoCalGas Compensation Committee views the labor market for our most senior positions as a nationwide, broad cross-section of companies in various industries, and recognizes that this labor market varies by position. The committee reviews general industry and utility industry market pay data from multiple surveys. Information about specific surveys or specific companies in the survey data is not provided to the committee.

What is the role of internal equity in determining pay?

Internal pay equity principles are used to determine the compensation for positions that are unique or difficult to compare to market data.

Internal equity is also considered in establishing compensation for positions considered to be equivalent in responsibilities and importance, especially where precise external data is not available.

What is the SoCalGas Compensation Committee’s role in determining pay?

The primary role of the SoCalGas Compensation Committee is to assist the board in discharging the board’s responsibilities relating to oversight of the evaluation and compensation of SoCalGas’ executive officers and other officers, if any, and other matters as directed by the board. The committee’s responsibilities include evaluating the performance of officers, determining officer annual salaries and awards under the company’s incentive compensation plans, and making recommendations for officer awards under Sempra’s LTIPs and nominations of non-officer employees for participation in these LTIPs.

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The Compensation Committee typically holds three regularly scheduled meetings each year and additional meetings when needed.

The committee’s Chair approves the agenda prior to each meeting. Four directors sit on the committee as of the mailing date of this Information Statement.

The Compensation Committee:

The Compensation Committee has adopted a charter, a copy of which was filed as Appendix A to the 2025 SoCalGas Information Statement.

What is SoCalGas management’s role in compensation matters?

In 2025, SoCalGas’ CEO was a member of the Compensation Committee and attended each SoCalGas Compensation Committee meeting during that year. Our human resources department assists the committee by preparing compensation information and analyses for its consideration. Our accounting, finance and law departments also support the committee with respect to compensation-related matters as needed. The committee members generally receive presentation materials in advance of committee meetings.

Our executive officers do not determine or approve any element or component of their own compensation, nor are they present during the committee’s deliberations regarding their own compensation. This includes base salary, performance-based annual bonus, long-term equity-based incentives and all other aspects of compensation. The committee seeks our CEO’s views on the performance of our other executive officers, and the CEO makes pay recommendations for these officers.

Are the results of the most recent shareholder advisory vote on executive compensation considered in determining executive pay?

Our shareholders presently have the opportunity to cast an advisory vote on our executive compensation, or a “say-on-pay” vote, once every three years at our annual shareholders meetings. At the 2023 annual meeting of our shareholders, which was the last time a say-on-pay vote occurred prior to the Annual Shareholders Meeting, the say-on-pay proposal received approval from every share that was voted on the proposal at the meeting, which were all voted by PE, our controlling shareholder. The Compensation Committee believes this approval affirms our controlling shareholder’s support for our approach to executive compensation, and therefore has not significantly altered our compensation policies or practices since 2023.

MANAGING RISK IN COMPENSATION PLANS

How does the SoCalGas Compensation Committee seek to mitigate risk in the company’s executive compensation program?

The SoCalGas Compensation Committee seeks to mitigate risk in our executive compensation program by balancing short-term and long-term incentives and linking a higher proportion of total compensation to long-term incentives. Risk is also managed through other elements of incentive plan design and the selection of performance measures.

Our compensation risk management is further strengthened by our clawback policy, our anti-hedging and anti-pledging policies and our executive share ownership guidelines, each of which is discussed in further detail elsewhere in this Compensation Discussion and Analysis.

An independent consultant, Exequity, conducted a risk assessment of certain 2025 incentive programs in which SoCalGas executive officers and other employees participate.

What are some of the risk mitigation features in the company’s executive compensation programs?

Specific examples of safeguards and risk mitigation features found in our executive compensation programs are listed below.

Our 2025 performance-based annual bonuses under the SoCalGas Executive Incentive Compensation Plan (EICP) include the following risk mitigation features:

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Our 2025 long-term equity-based incentives include the following risk mitigation features:

PAY MIX

What is “pay mix”?

Pay mix is the relative value of a named executive officer’s total direct pay opportunity for each of the three components of total direct compensation at target company performance. Figure 1 shows the 2025 pay mix for Ms. Brown.

Figure 1

Note: Based on Ms. Brown’s annual base salary as of December 31, 2025, 2025 target performance-based annual bonus and the target grant date value of her 2025 long-term equity-based incentives.

Why is pay mix important?

Our pay mix is designed to align the interests of executives with the interests of shareholders and other stakeholders by providing a greater proportion of target annual compensation through performance-based annual bonuses and long-term equity-based incentives rather than base salary. This means that most pay is intended to be variable and increase or decrease based on company performance. As shown in Figure 1, more than half of Ms. Brown’s target total direct pay opportunity in 2025 was in the form of long-term equity-based incentives and more than 70% was in the form of at-risk variable incentive pay.

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 Sempra common stock performance, which significantly impacts payout percentages for TSR-based LTIP awards and the ultimate value realized for all equity awards.

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Figure 2 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 2

Note: Based on annual base salary as of December 31, 2025, 2025 target performance-based annual bonus and the target grant date value of the 2025 long-term equity-based incentives (excluding any special awards) for each named executive officer. Does not include a lump sum payment to Ms. Mijares in consideration for her service as interim chief financial officer and does not reduce Ms. DeMontigny’s annual base salary or 2025 target performance-based annual bonus for the unpaid portion of her personal leave.

COMPENSATION COMPONENTS

What are the primary components of SoCalGas’ executive compensation program?

The primary components of our executive compensation program, which also comprise the three components of each named executive officer’s total direct compensation, are:

Additional benefits include participation in savings and retirement plans and health and welfare programs, as well as personal benefits and severance pay agreements.

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.

1.  Base Salaries

What is the role of base salaries in SoCalGas’ executive compensation program, and how are base salaries determined and reviewed?

Our executive compensation program emphasizes performance-based pay. This includes annual cash bonuses and long-term equity-based incentives. However, base salaries remain a common and necessary element of compensation for attracting and retaining outstanding employees at all levels.

The SoCalGas Compensation Committee annually reviews base salaries for executive officers. The committee considers the following factors, among others, in its annual review:

Base salaries also may be reviewed and adjusted during the year (between annual reviews) for various reasons, including in the event of promotions or other job title changes, modifications to reporting relationships or job functions, or changes to any of the other factors described above or other circumstances considered relevant.

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What base salary adjustments were made in 2025?

In January 2025, Ms. Brown was promoted to Chief Executive Officer and received a salary increase of 17.1%, Mss. DeMontigny, Mijares, and Smith received salary increases of 4.3% and Messrs. Barrett and Schwecke received salary increases of 4.0%. Mr. Barrett’s role was broadened during the year to include oversight of the corporate strategy and sustainability functions and he received a salary increase of 6.3% effective June 21, 2025. Mr. Schwecke was promoted to Chief Operating Officer effective March 1, 2025 and received a promotional salary increase of 6.1%.

2.  Performance-Based Annual Bonuses

How are potential bonus opportunities determined?

Each year the SoCalGas Board of Directors establishes performance measures and dollar guidelines for performance-based cash bonuses under the EICP. The safety measures and measures related to safety management systems are also reviewed by the board’s Safety Committee. 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 12% of target for performance at the threshold level to 200% of target for performance at the maximum level.

The board may apply discretion in determining the results of performance measures and the Compensation Committee may apply discretion in determining award amounts, in each case by taking into consideration the contributions of each individual named executive officer or other factors considered relevant.

What were the potential bonus opportunities for each named executive officer for 2025 performance?

Potential bonus opportunities at target company performance as of December 31, 2025 are expressed as a percentage of each named executive officer’s base salary as of December 31, 2025 and as a dollar value below.

Table 2

What were the 2025 annual bonus performance goals for the named executive officers?

The 2025 performance measures for the SoCalGas EICP consisted of (i) safety measures and measures related to safety management systems, (ii) customer service and other stakeholder-focused measures, and (iii) financial performance measures, consisting of SoCalGas and Sempra earnings adjusted for EICP purposes (EICP Earnings) and SoCalGas balance sheet health. The relative weights of these measures as a percentage of the overall target were 61%, 12% and 27%, respectively.

How were the 2025 EICP Earnings goals determined?

The SoCalGas EICP Earnings target of $860 million was based on SoCalGas’ financial plan with certain adjustments for incentive plan purposes. Targets for the operational measures were based on safety and safety management systems, and customer service and other stakeholder-focused goals.

EICP Earnings for SoCalGas and Sempra may be higher or lower than earnings reported in the companies’ financial statements due to certain predefined adjustments.

Consistent with the approach taken in prior years, it was determined at the beginning of the year that the calculation of SoCalGas earnings and Sempra earnings for EICP purposes would be adjusted as shown below. In addition, the SoCalGas Board of Directors has, but did not use, discretion to adjust earnings for other unplanned or unforeseen items that may occur during the course of the year.

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What were the performance results for the 2025 Executive Incentive Compensation Plan?

Overall company performance on the 2025 SoCalGas EICP performance measures was at 170.89% of target performance. Details of the plan metrics and results are provided below.

Table 3

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What adjustments were applied to GAAP earnings to determine EICP Earnings?

Reconciliations of 2025 SoCalGas and Sempra earnings computed in accordance with generally accepted accounting principles in the United States of America (GAAP) to EICP Earnings are provided below.

Table 4

Table 5

What were the Executive Incentive Compensation Plan payouts to the named executive officers for 2025 performance?

As shown in Table 3 above, the overall performance results on the 2025 SoCalGas EICP performance measures was at 170.89% of target performance. Based on this 2025 performance, including the review by the board’s Safety Committee of the performance on safety measures and measures related to safety management systems, as well as consideration of the contributions of each individual named executive officer in 2025, the SoCalGas Board of Directors approved the performance results under the EICP and the Compensation Committee approved the payment of the annual bonuses shown in Table 6.

Table 6

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What were the target values for the 2025 annual LTIP awards?

Table 7 illustrates the target values for the 2025 annual LTIP awards.

Table 7

The actual amounts realized by equity award recipients will depend on future stock price performance, common stock dividend payouts and 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.

What were the performance goals for the 2025 performance-based restricted stock units?

The 2025 annual LTIP awards include two Sempra performance measures—relative TSR and relative EPS growth, each weighted at one-third of the total target award value. The portion of the award linked to Sempra’s relative TSR is weighted between Sempra’s TSR relative to the S&P 500 Utilities Index peers (70% weighting) and Sempra’s TSR relative to the S&P 500 Index (30% weighting).

1. Relative TSR

Each TSR-based performance-based restricted stock unit represents the right to receive between zero and two shares of Sempra common stock based on Sempra’s three-year cumulative TSR compared to the S&P 500 Utilities Index peers or the S&P 500 Index, as applicable.

If Sempra’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.

Table 8

Note: If performance falls between the tiers shown in Table 8, the payout is calculated using linear interpolation.

2. EPS Growth

The 2025 annual LTIP awards also include a performance-based restricted stock unit award linked to relative EPS growth. The award measures the compound annual growth rate (CAGR) of Sempra’s adjusted EPS relative to the adjusted EPS CAGRs of the 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 50^th percentile of the peer group and the threshold and maximum payout levels are based on performance at the 25^th and 90^th percentiles, respectively.

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If Sempra’s adjusted EPS CAGR is at the 50^th percentile of the adjusted EPS CAGRs of the 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 50^th percentile. Participants earn a partial share for performance between the 25^th and 50^th percentiles and between one and two shares for performance between the 50^th and 90^th percentiles, as shown below. No shares are earned for performance below the 25^th percentile. The calculation of EPS CAGR, as adjusted for LTIP purposes, excludes the impact of share repurchases not contemplated in Sempra’s financial plans publicly communicated prior to the grant date of such awards.

Table 9

Note: If performance falls between the tiers shown in Table 9, 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 of Sempra’s board of directors.

What were the results for the 2023-2025 performance-based restricted stock unit award cycle?

The performance period of the 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).

Sempra’s 2023-2025 relative TSR 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. Sempra’s relative TSR 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 Sempra’s 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 10 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” below.

Table 10

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4.   Benefit Plans and Other Executive Benefits

Are the named executive officers eligible to participate in other benefit plans?

Our named executive officers also participate in certain benefit plans including: (i) health, life insurance and disability plans and other executive benefits; and (ii) savings and retirement plans.

What are the details of the health, life insurance and disability plans and other executive benefits the named executive officers are eligible to receive?

Table 11

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What are the details of the savings and retirement plan benefits the named executive officers are eligible to receive?

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 the SoCalGas Cash Balance Plan in which all named executive officers participate, the Sempra Supplemental Executive Retirement Plan (SERP) in which Ms. Brown participates until the effective date of her resignation on April 17, 2026, and the Sempra Cash Balance Restoration Plan in which Ms. DeMontigny participated and Mss. Mijares and Smith and Messrs. Barrett and Schwecke participate. The Cash Balance Plan, the Cash Balance Restoration Plan and the Supplemental Executive Retirement Plan use only base salary and performance-based annual bonuses in calculating benefits. The value of long-term incentive plan awards and other equity awards is not included. These plans are further described in Tables 12 and 13 below.

Table 12

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Table 13

5.  Severance and Change in Control Arrangements

Are the named executive officers eligible to receive severance benefits?

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.

Why does the company provide severance pay agreements?

The Compensation Committee believes severance pay agreements, which are a prevalent market practice, are effective in:

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.

What benefits do severance pay agreements provide?

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

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

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 of Sempra, 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 Sempra.

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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 and Sempra, provide consulting services 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.

Do the severance pay agreements provide for an excise tax gross-up to offset any taxes incurred by the executive as a result of any severance payment?

The severance pay agreements do not contain any excise tax gross-up provisions.

What happens to outstanding equity awards 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 of Sempra. 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. For example, Ms. DeMontigny’s unvested performance-based and service-based restricted stock units were all forfeited upon her January 31, 2026 separation from the company. See “Compensation Tables—Severance and Change in Control Benefits” below for additional information.

SHARE OWNERSHIP GUIDELINES

Are there share ownership guidelines for officers and, if so, what are they?

Share ownership guidelines for officers have been established to further strengthen the link between executive and shareholder interests. The guidelines set minimum levels of Sempra share ownership that our officers must achieve and maintain within five years after hire or promotion to an officer-level position or promotion to a role with a higher share ownership guideline. For officers, the guidelines are:

Table 14

For purposes of the guidelines, we include shares owned directly and through our 401(k) savings plan. We also include phantom shares of Sempra common stock into which compensation has been deferred, deferred restricted stock units that have vested, unvested service-based restricted stock units, and the in-the-money value of stock options.

As of April 1, 2026, the named executive officers who remain subject to these guidelines, excluding Ms. DeMontigny, who separated from service, and Mr. Barrett, who changed roles and is no longer an employee of SoCalGas, met their respective guidelines or have additional time within which to comply.

IMPACT OF REGULATORY REQUIREMENTS

What is the role of regulatory requirements, such as tax deductibility and accounting rules, on compensation decisions?

Many Internal Revenue Code provisions, SEC regulations and accounting rules affect the design of executive pay. They are taken into consideration to create and maintain plans that are intended to comply with these requirements and that our Board of Directors, including our Compensation Committee, and the Compensation and Talent Development Committee of Sempra’s Board of Directors believe are effective and in the best interests of our company and our shareholders.

Section 162(m) of the Internal Revenue Code places a limit of $1 million on the annual amount of compensation that publicly held companies may deduct for federal income tax purposes for “covered employees.” The SoCalGas Board of Directors and Compensation Committee believe that tax deductibility is one of many important factors in designing and evaluating our executive compensation program. In light of the elimination of the exception for performance-based compensation under Section 162(m), providing compensation that is not fully tax deductible is required by competitive and other circumstances. Accordingly, since the elimination of the exception for performance-based compensation, the Board of Directors and Compensation Committee have determined it to be in the best interest of our company and our shareholders to provide a portion of compensation that is not fully tax deductible by the company.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of SoCalGas, as it was composed at its meeting in April 2026, has reviewed and discussed with management of the company the Compensation Discussion and Analysis included in this Information Statement and, based on that review and discussion, recommended to the board that it be so included.

COMPENSATION COMMITTEE

Karen L. Sedgwick, Chair

Maryam S. Brown

Lisa Larroque Alexander

Caroline A. Winn

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COMPENSATION TABLES

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.

2025 SUMMARY COMPENSATION TABLE

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