Sempra : Asamblea Anual de Accionistas Sempra (ENG)

Razón Social: Sempra

Clave de Cotización: SRE

Tipo de Asamblea: Anual

Fecha de Celebración: 9 de mayo de 2024

Hora: 9:00 a.m. (Hora del Pacífico)

Lugar: La asamblea anual de accionistas de Sempra, se celebrará el 9 de mayo de 2024 a las 9:00 a.m. (Hora del Pacífico) exclusivamente de forma virtual a través de la siguiente página de internetwww.virtualshareholdermeeting.com/SRE2024

Orden del día: En la asamblea, se someterá a discusión y, en su caso, aprobación de los accionistas, los siguientes puntos del orden del día: (i) elección de nueve nominados a consejero; (ii) ratificación de la designación de la firma de contadores públicos independientes registrada; (iii) aprobación consultiva de nuestra compensación de ejecutivos; (iv) propuesta de accionistas solicitando una política para obtener la aprobación de los accionistas de ciertos acuerdos de indemnización por despidos; (v) propuesta de accionistas solicitando un informe de ciertos asuntos de seguridad y medioambientales; y (vi) consideración de otros asuntos que sean debidamente presentados antes de la asamblea.

Requisitos de Asistencia: El 13 de marzo de 2024 al cierre de operaciones es la fecha de registro para determinar los accionistas que estarán facultados para participar y votar en la asamblea anual. Para su admisión a la asamblea los accionistas necesitarán ingresar al sitio de la asamblea ingresando el número de control de 16 dígitos que se muestra en su aviso acerca de disponibilidad a través de Internet de nuestro Material Informativo para la Asamblea de Accionistas, la tarjeta de representación (proxy card) o el formato de instrucción de votación. En el caso de propietarios beneficiarios que mantengan su tenencia accionaria a través de un banco, intermediario u otro tercero, y su formato de instrucción de votación no indica que usted puede votar sus acciones a través dewww.proxyvote.com,por favor siga las instrucciones proporcionadas por el banco, intermediario u otro tercero para recibir el número de control de 16 dígitos para poder entrar al sitio. Los accionistas pueden votar en anticipación a la asamblea a través de Internet, por teléfono, o si recibe una copia en papel de nuestro material informativo para la asamblea de accionistas, por correo. La votación por Internet y teléfono para los accionistas registrados estará disponible hasta las 11:59 p.m. Hora del Este el 8 de mayo de 2024.

Para mayor información, favor de referirse al Material Informativo para la Asamblea de Accionistas (Proxy Statement) publicado por Sempra el 25 de marzo de 2024 que se adjunta al presente.

TABLE OF CONTENTS

March 25, 2024

Dear fellow shareholders:

We are pleased to invite you to our 2024 Annual Shareholders Meeting. The meeting is on Thursday, May 9, 2024, at 9 a.m., Pacific Time and will be held virtually. The accompanying proxy information describes how to participate and the matters to be voted on at the meeting.

Looking back on 2023, we celebrated Sempra's 25th anniversary, highlighting our notable achievements and innovation in serving our shareholders, customers and many other stakeholders-all while outperforming our peer group in delivering superior total shareholder returns since our inception. Sempra has excelled over the past quarter of a century in part by serving large growing markets with a targeted focus on energy infrastructure investments that produce quality returns with moderated risk. Importantly, the business decisions we have made over this time period have strategically positioned the company to benefit from important investment trends relating to electrification and decarbonization.

With confidence in our strategy, we approach the future with great optimism.

The continued execution of our sustainable business strategy starts with responsible governance and strong independent oversight by our Board of Directors. As part of its ongoing strategic dialogue with management, the board is focused on delivering near-term business outcomes, while simultaneously building a stronger and more resilient future business model across Sempra's three growth platforms-Sempra California, Sempra Texas and Sempra Infrastructure.

Through our thoughtful board refreshment process, we have assembled a group of directors with the skills, experience and qualifications to effectively oversee Sempra's strategy and deliver shareholder value. We consider this an ongoing process that involves both thoughtful refreshment and continuing board education. In 2023, this process resulted in the appointment of Richard J. Mark, the former chairman and president of Ameren Illinois, who is up for election by Sempra shareholders for the first time this year. Over the last few months, we have already benefited from Richard's 20 years of experience in electric and gas utility operations, customer service, public policy and regulation, as well as broad knowledge and experience with safety and reliability programs.

Our excitement for the year ahead stems from the Sempra family of companies' talented and dedicated workforce of more than 20,000 employees bound by a common set of values-do the right thing, champion people and shape the future-as well as our shared vision to deliver energy with purpose. We extend our sincere gratitude to the employees who are working hard every day to achieve Sempra's mission to be North America's premier energy infrastructure company.

Finally, our success as a company and as board members depends on listening to you, our shareholders. We remain committed to upholding a strong shareholder engagement program, which is anchored by our commitment to transparent and effective two-way communication. We look forward to speaking with more of you personally and thank you for allowing us to gather critical input that helps shape and strengthen Sempra's competitive position.

Your vote is important. Please review the accompanying materials and promptly vote your shares. As in past years, you can vote in advance of the meeting, via the Internet, by telephone, or by completing and returning the accompanying proxy card or voting instruction form.

For more information about our business, our 2023 Annual Report to Shareholders is available online atwww.sempra.com/2024-annual-meeting andwww.proxyvote.com.

On behalf of your Board of Directors and management team, we are sincerely grateful to all our shareholders for having the opportunity to represent you and serve Sempra.

Sincerely,

Jeffrey W. Martin

Chairman and Chief Executive OfficerCynthia J. (CJ) Warner Lead Independent Director

TABLE OF CONTENTS

Table of Contents

Notice of Annual Shareholders Meeting 1

Proxy Statement Summary2

Annual Shareholders Meeting Details 2

Shareholder Voting Matters2

Director Nominees 3

Director Nominee Composition4

Strong Governance Practices 4

Business and Performance5

Executive Compensation 8

Voting Information9

Corporate Governance 10

Board of Directors

10

Board Committees 18

Communications with the Board

21

Director Compensation 22

Audit Committee Report

25

Share Ownership 26

Proposals to be Voted On

28

Board of Directors Proposals 28

Proposal 1: Election of the Nine Director Nominees Named in this Proxy Statement

28

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm 36

Proposal 3: Advisory Approval of Our Executive Compensation

38

Shareholder Proposals 39

Proposal 4: Shareholder Proposal Requesting a Policy to Seek Shareholder Approval of Certain Severance Pay Arrangements

39

Proposal 5: Shareholder Proposal Requesting a Report on Certain Safety and Environmental Matters 42

Executive Compensation

46

Compensation Discussion and Analysis 46

Target Compensation Summary

53

Compensation and Talent Development Committee Report 75

Compensation Tables

76

About the Annual Shareholders Meeting and Voting 98

Attending the Annual Shareholders Meeting

98

How You Can Vote 99

Information About Proposals To Be Voted On

101

Proxy Materials 104

Information About 2025 Shareholder Proposals and Director Nominations	106

Other Information 108

Appendix A Reconciliation of Non-GAAP Financial Measures	110

Appendix B Companies Included in General Industry Market Review 113

Appendix C Companies Included in Utilities Market Review	114

Appendix D Performance-Based Annual Bonus Plan - Additional Information 115

Appendix E Cash Severance Payments Policy	119

Appendix F Information Regarding Forward-Looking Statements 120

Notice of Annual Shareholders Meeting

488 8th Avenue

San Diego, California 92101

[phone]

DATE AND TIME

LOCATION

Thursday, May 9, 2024 9 a.m. Pacific Time

Virtual-only meeting atwww.virtualshareholdermeeting.com/SRE2024

RECORD DATE March 13, 2024

Business Items

Board Recommendations

1. Election of the nine director nominees named in the accompanying proxy statement

FOR each director nominee named in the accompanying proxy statement

2.	Ratification of appointment of independent registered public accounting firmFOR ratification of appointment of independent registered public accounting firm

3. Advisory approval of our executive compensation

FOR advisory approval of our executive compensation

4.	Shareholder proposal requesting a policy to seek shareholder approval of certain severance pay arrangements AGAINST shareholder proposal requesting a policy to seek shareholder approval of certain severance pay arrangements

5. Shareholder proposal requesting a report on certain safety and environmental matters

AGAINST shareholder proposal requesting a report on certain safety and environmental matters

Consideration of other matters that may properly come before the meeting and any adjournments or postponements thereof, if any

The 2024 annual meeting of shareholders (Annual Shareholders Meeting) of Sempra will be conducted online via live audiovisual webcast atwww.virtualshareholdermeeting.com/SRE2024. In line with our strategic focus on helping enable the energy transition and in support of shareholder access to the meeting, we are holding the Annual Shareholders Meeting online in a virtual-only format that reduces the transportation costs and environmental impact of the Annual Shareholders Meeting and provides all shareholders the opportunity to attend and participate in the meeting from any location. The meeting will begin promptly at 9 a.m. Pacific time and we encourage you to access the meeting site and enter your 16-digit control number prior to the start time. Online check-in will begin at 8:30 a.m. Pacific Time, and you should allow ample time for the check-in procedures the day of the meeting.

You are eligible to participate in the Annual Shareholders Meeting, including to submit questions at and in advance of the meeting and vote your shares at the meeting prior to the closing of the polls, if you were a shareholder as of the record date for the meeting. You can attend the meeting by logging into the meeting site using the 16-digit control number shown on your notice about the Internet availability of our proxy materials, proxy card or voting instruction form. Additional instructions on how to submit questions in advance of the meeting and attend and participate in the virtual meeting are described in the accompanying proxy statement and posted atwww.proxyvote.com. If you are a beneficial owner of shares held through a bank, broker or other nominee and your voting instruction form does not indicate that you may vote your shares throughwww.proxyvote.com, please follow the specific instructions provided by your bank, broker or other nominee to obtain a 16-digit control number that may be used to log into the meeting site. Owners of shares in any of the Employee Savings Plans, as defined in the accompanying proxy statement, may submit questions at and in advance of the meeting but will not be able to vote these shares at the meeting.

Your vote is important. Whether or not you plan to attend the Annual Shareholders Meeting, we encourage you to read the accompanying proxy statement and vote your shares in advance of the meeting. To do so, you may vote via the Internet, by telephone or, if you received a paper copy of our proxy materials, by mail. Internet and telephone voting for holders of record will be available until 11:59 p.m. Eastern Time on May 8, 2024. For specific instructions on how to attend, participate in and vote at the Annual Shareholders Meeting, see "About the Annual Shareholders Meeting and Voting" in the accompanying proxy statement and the instructions on your notice about the Internet availability of our proxy materials, proxy card or voting instruction form. Our proxy materials, including this Notice of Annual Shareholders Meeting and the accompanying proxy statement and form of proxy card or voting instruction form, are being provided to shareholders beginning on or about March 25, 2024.

April R. Robinson

Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders

Meeting to be Held on May 9, 2024.

This Notice of Annual Shareholders Meeting, the Accompanying Proxy Statement, the Proxy Card and the

Annual Report to Shareholders are available on the Internet atwww.proxyvote.com.

2024 Proxy Statement

1

Proxy Statement Summary

This proxy statement is being provided in connection with the 2024 annual meeting of shareholders of Sempra (Annual Shareholders Meeting). This summary highlights selected information to assist you in your review of this proxy statement. It does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. More information regarding the performance of Sempra is available in the company's Annual Report to Shareholders for the year ended December 31, 2023, which accompanies this proxy statement and is available on the Internet on the company's website atwww.sempra.com/2024-annual-meetingand on the SEC's website at www.sec.gov. For additional information about the Annual Shareholders Meeting and voting, see "About the Annual Shareholders Meeting and Voting" below. This proxy statement and the accompanying form of proxy card or voting instruction form are first being made available to shareholders on or about March 25, 2024. All share and per share information in this proxy statement reflects the two-for-one split of our common stock in the form of a 100% stock dividend that was distributed to shareholders on August 21, 2023. All website references in our proxy materials are inactive textual references, and the information on, or that can be accessed through, such websites does not constitute a part of these materials. This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. See Appendix F for more information.

Annual Shareholders Meeting Details

DATE/TIME: Thursday, May 9, 2024 - 9 a.m. Pacific Time

Shareholder Voting Matters

Business Items

BOARD PROPOSALS

2. Ratification of appointment of independent registered public accounting firm

LOCATION:www.virtualshareholdermeeting.com/SRE2024

Board'sRecommendation

FOR

The board believes that each of the nine director nominees possesses a diverse and robust range of critical skills and attributes that collectively contribute to the effective oversight of Sempra's evolving strategy and the material risks and opportunities facing our business.

See page 28 for more detail.

Rationale

The board believes it is in the best interests of Sempra and its shareholders for Deloitte & Touche LLP to continue to serve as the company's independent registered public accounting firm for 2024.

See page 36 for more detail.

The board believes that our compensation programs are effectively structured to prioritize pay-for-performance alignment to attract and retain a high-performing leadership team and motivate these leaders to execute Sempra's strategic priorities and drive long-term shareholder value creation.

See our "Compensation Discussion and Analysis" beginning on page 46 for more detail on our compensation philosophy and program elements.

SHAREHOLDER PROPOSALS

5. Shareholder proposal requesting a report on certain safety and environmental matters

AGAINST

The board has carefully considered the shareholder proposal and recommends avote "AGAINST" because we believe our existing tailored policy-rather than the overly broad policy contemplated by this proposal-is the proper approach to align our executive compensation programs with long-term shareholder value creation, including enabling us to offer competitive compensation packages to attract and retain our highly qualified executives.

See page 39 for more detail.

The board has carefully considered the shareholder proposal and recommends a vote "AGAINST" because we already provide extensive disclosures about the robust policies, programs and systems we have in place to help protect our workforce and the communities we serve, as well as our governance approach and stakeholder engagement with respect to these matters, rendering the requested report unnecessary.

See page 42 for more detail.

Proxy Statement Summary

Director Nominees

Name and Occupation

AgeSinceIndependentACCTDCGCSSTEC

Andrés Conesa, Ph.D.

Chief Executive Officer, Grupo Aeroméxico, S.A.B. de

54

2017

C.V

Pablo A. Ferrero

612013

Independent energy consultant

Richard J. Mark

Retired Chairman and President, Ameren Illinois Company

68

2023

Jeffrey W. Martin

Chairman of the Board, Chief Executive Officer and President, Sempra

622018

Bethany J. Mayer

62

Executive Advisor, Siris Capital Group LLC

2019(B)Michael N. Mears

Retired Chairman, President and Chief Executive Officer, Magellan Midstream Partners L.P.

612018

Jack T. Taylor

Retired Chief Operating Officer - Americas and Executive Vice Chair of U.S. Operations, KPMG LLP (U.S.)

72

2013

Cynthia J. Warner

Retired President and Chief Executive Officer, Renewable Energy Group, Inc.

652019

James C. Yardley

72

2013

Retired Executive Vice President, El Paso Corp.

Board committees with 100% independent director membership

Committee Member

Committee Chair

Audit Committee Financial Expert

Lead Independent Director

• (A) Director nominee membership in the following standing board committees and other designations as of the mailing date of this proxy statement:AC = Audit CommitteeCTD = Compensation and Talent Development Committee

  CGC = Corporate Governance Committee

  SST = Safety, Sustainability and Technology CommitteeEC = Executive Committee

• (B) Ms. Mayer previously served as a director from February 2017 through November 2018. She also previously served as an officer of the company from November 2018 through January 2019. Ms. Mayer is an independent director under New York Stock Exchange independence standards, which require three years to elapse after an employment relationship before becoming eligible to be an independent director, as well as the standards of some shareholders and proxy advisors that require five years to elapse after an employment relationship before becoming eligible to be an independent director.

2024 Proxy Statement

3

Proxy Statement Summary

Director Nominee Composition

Our board has made it a priority to develop and support a high-performance culture for our board, our management and the rest of our workforce.

At the board level, the board seeks directors with diversity of skills and experience and of gender and ethnicity, among other things. To assist our board in maintaining its focus on board diversity, we conduct an annual assessment of each director's skills, qualifications and experience as well as an annual board evaluation that are each fundamental to the board's process for assembling a group of directors with a diverse and appropriate mix of experience, competencies and backgrounds. The board uses the results of the assessment and evaluation to critically analyze its effectiveness and skill set, which helps position the board to oversee Sempra's current and future strategies and operations. In 2023, this process resulted in the appointment of our newest director, Richard J. Mark, who has 20 years of experience in electric and gas utility operations, customer service, public policy and regulation, as well as broad knowledge and experience with advanced utility technologies and safety and reliability programs. See "Proposal 1: Election of the Nine Director Nominees Named in this Proxy Statement" for more information about the background and experience of Mr. Mark and each of our other director nominees.

We have a strong track record of board refreshment. We have added four of our current directors since the beginning of 2018, which includes Jeffrey W. Martin but does not include Bethany J. Mayer due to her prior board service. Under the standards established by the New York Stock Exchange (NYSE), Mr. Martin is not an independent director due to his ongoing service as our Chairman, Chief Executive Officer and President.

Strong Governance Practices

Supported by feedback from our shareholders, we believe our practices and policies described below reflect strong corporate governance practices.

• • Lead Independent Director with clearly defined and robust responsibilities

• • Annual election of all directors

• • Proxy access right for shareholder nominations of director candidates

• • Majority-vote and resignation policy for directors in uncontested elections

• • Shareholders representing in the aggregate 10% or more of our outstanding shares may call a special meeting of shareholders

• • Comprehensive, ongoing succession planning for key executives by the board

• • Strong history of board refreshment designed to maintain balanced and diverse board composition and tenure

• • Directors should not be nominated to stand for election after attaining age 75

• • Board-level oversight of sustainability, including enhanced focus of Safety, Sustainability and Technology Committee on sustainability and related matters

• • Board-level oversight of human capital management, including diversity and inclusion initiatives

• • Annual board, director and standing committee evaluations (except for Executive Committee)

• • Eight of our nine director nominees are independent directors under NYSE independence standards

• • All board committees (other than the Executive Committee) are composed of 100% independent directors

• • Director overboarding policy in place aligned with the preferences and policies of many of our shareholders

• • Executive sessions of non-management directors at all regular board meetings

• • 99% aggregate attendance of incumbent directors at board and committee meetings in 2023

• • Prohibition on hedging or pledging company stock

• • Robust share ownership guidelines for directors and officers

• • Active shareholder engagement with key members of management and our Lead Independent Director (see pages 17 and 50 for more detail)

• • Code of conduct applicable to directors and principal and executive officers supplements our code of conduct applicable to all employees