In August 2026, SI Partners completed the sale of Ecogas, a natural gas regulated distribution utility that operates in three separate distribution zones in Mexicali, Chihuahua and La Laguna-Durango, Mexico, to Gas Natural del Noroeste S.A. de C.V. and received 9.0 billion Mexican pesos ($524 million in U.S. dollar-equivalent, net of $7 million in transaction costs), subject to post-closing adjustments. SI Partners entered into contingent foreign currency hedges, which we discuss in Note 8, to fix the exchange rate associated with the after-tax net proceeds. In the three months and nine months ended September 30, 2026, SI Partners recognized a gain on sale, excluding the effects of the foreign currency hedges, of $198 million ($97 million after tax and NCI), subject to post-closing adjustments, in Gain on Sales on Sempra’s Condensed Consolidated Statements of Operations.


DECONSOLIDATION OF ECOGAS
(Dollars in millions)
	August 20, 2026
Proceeds from sale, net of transaction costs	$	524
Cash and cash equivalents	(6)
Other current assets	(23)
Right-of-use assets – operating leases	(6)
Property, plant and equipment, net	(296)
Accounts payable	12
Other current liabilities	9
Deferred income taxes	26
Other long-term liabilities	7
AOCI	(49)
Gain on sale	$	198

As a result of satisfying all applicable criteria in June 2025, we classified Ecogas’ assets and liabilities as held for sale and ceased recording depreciation and amortization. We recognized income tax expense of $17 million ($11 million after NCI) and $15 million ($10 million after NCI) in the three months and nine months ended September 30, 2026, respectively, and income tax expense of $38 million ($26 million after NCI) in the nine months ended September 30, 2025. These amounts were recorded in Income Tax Expense on Sempra’s Condensed Consolidated Statements of Operations and relate to changes in the Mexican deferred income tax liability associated with outside basis differences in our investment in Ecogas.

We classify assets as held for sale once all applicable criteria under U.S. GAAP have been satisfied, including when management, having the authority to approve the action, commits to a formal plan to actively market an asset for sale and expects the sale to close within the next 12 months. Upon classifying a group of assets as held for sale, we record the disposal group at the lower of its carrying value or its estimated fair value reduced for selling costs, and we stop recording depreciation and amortization expense on those assets.


ASSETS HELD FOR SALE
(Dollars in millions)
	September 30, 2026
Cash and cash equivalents	$	178
Restricted cash, current	1,887
Accounts receivable, net	514
Due from unconsolidated affiliates	3
Inventories	124
Other current assets	237
Restricted cash, noncurrent	3
Right-of-use assets – operating leases	185
Equity method investments	2,748
Goodwill	1,602
Other intangible assets	273
Other long-term assets	828
Property, plant and equipment, net	24,970
Total assets held for sale	$	33,552

Short-term debt	$	27
Accounts payable	1,021
Current portion of long-term debt	49
Other current liabilities	475
Long-term debt and finance leases	9,627
Due to unconsolidated affiliates	574
Deferred income taxes	925
Asset retirement obligations	105
Deferred credits and other	315
Total liabilities held for sale	$	13,118

We considered the estimated fair value of our assets held for sale, less costs to sell, and determined that no adjustment to carrying value was required. In estimating fair value, we used a discounted cash flow valuation technique. In the event that the estimated sales price, less transaction costs, is less than the carrying value, or updated market information indicates fair value may be less than carrying value, we would recognize a loss in our results of operations at that time.

In September 2025, we entered into an agreement to sell 45% of the outstanding Class A Units and all general partner interests in SI Partners to the KKR Partners for an aggregate base purchase price of approximately $9.99 billion, subject to the adjustments described below. SI Partners owns LNG and natural gas infrastructure in the U.S. and Mexico and renewable energy and related assets in Mexico.

▪$4.14 billion plus interest compounded quarterly at 7.5% per annum through maturity on December 31, 2027 (totaling $4.51 billion with principal and interest based on an assumed closing date in November 2026) under instruments supported by equity commitment letters from investors in the KKR Partners, pursuant to which such investors have committed, subject to the terms thereof, to fund amounts required to satisfy the payment obligations under the instruments

▪$1.20 billion plus interest compounded quarterly at 8.5% per annum before January 1, 2031 and then 10.0% per annum through maturity seven years and 91 days after closing (totaling $2.31 billion with principal and interest if held to maturity, which would be less if prepaid, subject to a make-whole provision for interest through December 31, 2027) under promissory notes

▪the purchase price, subject to adjustments at closing, including (i) adjustments to reflect SI Partners’ net debt, net working capital and capital expenditures as of or through December 31, 2025; (ii) adjustments for certain capital contributions by and distributions to Sempra in 2026 before closing; (iii) costs related to transaction consents; (iv) a ticking fee of 0.625% per month on the aggregate base purchase price that accrues daily beginning April 1, 2026; (v) $338 million of transaction fees reimbursed by Sempra to the KKR Partners; and (vi) other transaction costs

As we discuss in Note 8, Sempra entered into undesignated foreign currency hedges with notional amounts totaling 13.8 billion Mexican pesos ($796 million in U.S. dollar-equivalent) to help mitigate the exchange rate risk associated with the anticipated Mexican capital gains taxes that will be payable upon completion of the planned sale.

We now expect this sale to close in November 2026, subject to closing conditions; the absence of a material adverse effect on SI Partners; the absence of specific downgrade events under certain financing arrangements; and other customary closing conditions. If the KKR Partners fail to complete the closing when all closing conditions are satisfied, Sempra will be entitled to receive a termination fee of $414 million. In September 2026, the parties agreed to extend to November 27, 2026 the date on which a party may terminate the agreement if the closing has not occurred.

Subject to closing, the KKR Partners will own 65% of SI Partners, Sempra will retain a 25% interest and ADIA will retain a 10% interest. As we discuss below, Sempra and ADIA will have certain minority rights in SI Partners. As a result of Sempra’s loss of a controlling financial interest in SI Partners, we will deconsolidate SI Partners and account for our 25% interest in SI Partners under the equity method within the existing Sempra Infrastructure segment.

In connection with signing the agreement for the sale, we classified SI Partners’ assets and liabilities as held for sale and ceased recording depreciation and amortization in September 2025. We recognized an income tax benefit of $9 million and $63 million in the three months and nine months ended September 30, 2026, respectively, and income tax expense of $514 million in the three months and nine months ended September 30, 2025. These amounts were recorded in Income Tax Expense on Sempra’s Condensed Consolidated Statements of Operations to adjust deferred income tax liabilities primarily related to outside basis differences in our investment in SI Partners. These amounts are based on certain assumptions and could change substantially in subsequent quarters and at closing due to, among other things, changes to current carrying values, changes in forecasted taxable income, purchase price adjustments, and changes to tax positions and other assumptions.

Post-Closing Limited Partnership Agreement. At closing, we will enter into an amended and restated limited partnership agreement of SI Partners with the KKR Partners and ADIA. The limited partnership agreement provides that the KKR Partners will have the right to appoint four managers, Sempra will have the right to appoint two managers, and ADIA will have the right to appoint one manager to the SI Partners board of managers, with matters generally decided by majority vote based on the limited partners’ ownership percentages. The minority partners will have certain minority rights so long as they maintain specified ownership thresholds. Subject to exceptions and limitations, SI Partners will be prohibited from taking certain actions, including, among others: (i) redeeming units or making distributions to its limited partners other than on a pro rata basis or as expressly permitted under the partnership agreement; (ii) under certain circumstances, transferring, disposing or issuing equity securities in any subsidiary undertaking or owning a project that has reached a positive FID; (iii) appointing a replacement chief executive officer; (iv) approving certain capital expenditures; and (v) reaching a positive FID on any project, in each case without prior approval from the KKR Partners, Sempra and, in some cases, other limited partners holding at least a specified minimum percentage of ownership.

SI Partners will be required to distribute quarterly at least 85% of its distributable cash flow, subject to certain exceptions and reserves. Generally, distributions will be made to the limited partners on a pro rata basis in accordance with their respective ownership interests, except that (i) the KKR Partners will be entitled to a post-closing distribution of an additional 31.5% of the $1.9 billion true-up payment from Port Arthur LNG II to Port Arthur LNG I to acquire a 50% interest in the shared common facilities; and (ii) the KKR Partners and ADIA will be entitled to certain priority distributions related to excess LNG production at the Cameron LNG Phase 1 facility. The limited partners will be required to fund capital calls under certain circumstances, which vary depending on whether a project has reached a positive FID. Sempra will continue to have substantially similar funding obligations as it has before the sale for cost overruns in certain projects, including the ECA LNG Phase 1 project and the PA LNG Phase 1 project.

If a project fails to receive the required limited partner approvals to achieve a positive FID, the KKR Partners will be permitted to proceed with the project independently through a different investment vehicle or as a “Sole Risk Project” within SI Partners in exchange for “Sole Risk Interests.” Sole Risk Projects are separated from other SI Partners projects and are conducted at the holder’s sole cost, expense and liability, and the holder receives, through the acquisition of Sole Risk Interests, the economic and other benefits, if any, from such projects. The Guaymas-El Oro segment of the Sonora pipeline will continue to be owned by and a Sole Risk Project of Sempra and is not included within the disposal group that is classified as held for sale. Sempra is solely responsible for costs associated with the Guaymas-El Oro segment of the Sonora pipeline and any proceeds from a sale of the Guaymas-El Oro segment of the Sonora pipeline would be split between Sempra (90%) and ADIA (10%), subject to adjustments.

Under the limited partnership agreement, Sempra will be restricted from transferring its ownership interest in SI Partners before January 1, 2029. Any proposed transfer (other than a permitted transfer) by a minority partner to a third party will be subject to a right of first offer of the KKR Partners. The minority partners will have co-sale rights in respect of any transfer by the KKR Partners of over 50% of SI Partners’ equity interests. The KKR Partners will have customary drag-along rights in connection with any sale of SI Partners, provided that the minority partners obtain minimum return thresholds. The limited partners will have customary registration rights in the event of an initial public offering of SI Partners.