8-KFiled Aug 6, 8:00 PM ET

Southern California Gas Co. Announces Retirement of Preferred Stock at $31.00

$SOCGM · SOUTHERN CALIFORNIA GAS CO

Research Summary

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Southern California Gas Co. Announces Retirement of Preferred Stock at $31.00

What Happened

  • Southern California Gas Company announced that on August 6, 2026 shareholders approved an amendment and restatement of the company’s Articles of Incorporation to retire all outstanding 6% Preferred Stock ($25 par) and 6% Preferred Stock, Series A ($25 par).
  • The company plans to file the Restated Charter with the California Secretary of State on August 17, 2026 (the “Retirement Date”), at which point each outstanding preferred share will be automatically retired and converted into a right to receive cash.

Key Details

  • Cash consideration: $31.00 per share plus accrued and unpaid dividends through (but excluding) the Retirement Date. The filing states the per-share payment right will equal $31.135616, representing $31.00 plus accrued dividends to the Retirement Date.
  • Effective / transaction dates: shareholders approved the change on August 6, 2026; the Restated Charter is planned to be filed on August 17, 2026; the company expects to voluntarily delist the preferred securities from the OTC Markets at or around the close of business on August 13, 2026.
  • Voting results (certified): Common stock — 91,300,000 votes FOR; Preferred — 65,471 FOR, 4,579 AGAINST, 54 abstentions; Series A Preferred — 399,589 FOR, 84,140 AGAINST, 11,523 abstentions.
  • Charter effect: authorized shares of both Preferred Stock classes will be reduced to zero; after the Retirement Date no shares of these preferred classes will remain outstanding.

Why It Matters

  • Preferred holders: if you own the company’s 6% Preferred or Series A Preferred shares, those shares will be automatically retired and you will receive a cash payment (the stated $31.00 plus accrued dividends). You will no longer hold equity in the company through those preferred securities after the Retirement Date.
  • Market / trading: the preferred shares are expected to be voluntarily delisted from OTC Markets before the retirement, which affects trading access and liquidity for holders prior to payment.
  • Corporate structure: removing the outstanding preferred shares and reducing authorized amounts to zero eliminates those share classes from the company’s capital structure, which could simplify governance and future financing options.