桑普拉能源美股招股说明书(2025-08-27版)

$800,000,000 6.375% Fixed-to-Fixed Reset RateJunior Subordinated Notes due 2056 We are offering $800,000,000 aggregate principal amount of our 6.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notesdue 2056 (the “notes”). The notes will bear interest (i) from and including August 29, 2025 (the “original issue date”) to, butexcluding, April 1, 2031 at the rate of 6.375% per annum and (ii) from and including April 1, 2031, during each Reset Period (asdefined herein) at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined herein) as of the most recent ResetInterest Determination Date (as defined herein) plus a spread of 2.632%, to be reset on each Reset Date (as defined herein);provided that the interest rate during any Reset Period will not reset below 6.375% per annum (which is the same interest rate asin effect from and including the original issue date to, but excluding, the First Reset Date (as defined herein) (the “Initial FixedPeriod”)), and will mature on April 1, 2056. Interest on the notes will accrue from and including August 29, 2025 and will bepayable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026. So long as no event of default (as defined herein) with respect to the notes has occurred and is continuing, we may, at our option,defer interest payments on the notes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annualInterest Payment Periods (as defined herein) each. During any deferral period, interest on the notes will continue to accrue at thethen-applicable interest rate on the notes (as reset from time to time on any Reset Date occurring during such deferral period inaccordance with the terms of the notes) and, in addition, interest on deferred interest will accrue at the then-applicable interestrate on the notes (as reset from time to time on any Reset Date occurring during such deferral period in accordance with the termsof the notes), compounded semi-annually, to the extent permitted by applicable law. See “Description of the Notes—Option toDefer Interest Payments.” The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. At our option, we may redeem notes at the times and at the applicable redemption price described in this prospectus supplement.The notes will be our unsecured obligations and will rank junior and subordinate in right of payment to the prior payment in fullof our existing and future Senior Indebtedness (as defined herein). The notes will rank equally in right of payment with ourexisting $1.0 billion aggregate principal amount of 4.125% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2052,$1.25 billion aggregate principal amount of 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054, $1.1 billionaggregate principal amount of 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054, $400 million aggregateprincipal amount of 6.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055, $600 million aggregate principalamount of 6.550% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055, and $758 million aggregate principal amountof 5.750% Junior Subordinated Notes due 2079 and with any future unsecured indebtedness that we may incur from time to timeif the terms of such indebtedness provide that it ranks equally with the notes in right of payment. The notes are a new issue of securities with no established trading market. We do not intend to apply for the listing or trading ofthe notes on any securities exchange or trading facility or for inclusion of the notes in any automated quotation system. (1)Plus accrued interest from August 29, 2025, if settlement occurs after that date. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company for theaccounts of its participants, including Clearstream Banking S.A. and Euroclear Bank S.A./N.V., as operator of the EuroclearSystem, against payment in New York, New York on or about August 29, 2025. Joint Book-Running Managers Barclays CitigroupBBVA August 26, 2025 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About this Prospectus SupplementForward-Looking Statements and Market DataSummaryRisk FactorsUse of ProceedsDescription of the NotesMaterial United States Federal Income Tax ConsiderationsUnderwriting (Conflicts of Interest)Legal MattersExperts PROSPECTUS About This ProspectusForward-Looking Statements and Market DataWhere You Can Find More InformationSempraRisk FactorsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of Other Secu