8-KOther EventsExhibits & Filings

SOUTHERN CO 8-K Report, Corporate Update (Aug 4, 2026)

Filed August 4, 2026For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

Southern Company (SO) has announced the successful upsize and pricing of two tranches of convertible senior notes, raising a total of $725 million for Series 2026A Convertible Notes due 2027 and $1.65 billion for Series 2026B Convertible Notes due 2029. These offerings were upsized by $75 million and $150 million respectively, indicating strong investor demand. The company also secured options to purchase additional notes, further increasing potential capital infusion. Concurrently, Southern Company strategically repurchased approximately $369 million of its existing Series 2024A Convertible Senior Notes. This move suggests a proactive approach to managing its debt structure and potentially optimizing its capital costs. The issuances and repurchases are significant financial maneuvers that investors should monitor for their impact on the company's leverage, interest expense, and future capital structure.

Key Highlights

  • 1Upsized offerings of convertible senior notes totaling $2.375 billion ($725M Series 2026A and $1.65B Series 2026B).
  • 2Series 2026A Convertible Notes carry a 2.125% coupon and mature on December 15, 2027.
  • 3Series 2026B Convertible Notes carry a 3.50% coupon and mature on September 15, 2029.
  • 4Company granted options to purchase an additional $356.25 million in convertible notes ($108.75M Series 2026A and $247.5M Series 2026B).
  • 5Repurchased approximately $369 million aggregate principal amount of its Series 2024A 4.50% Convertible Senior Notes.
  • 6Offerings were conducted as private placements to qualified institutional buyers under Rule 144A.
  • 7The press release announcing these transactions is attached as Exhibit 99.1.

Frequently Asked Questions

Southern Company raised a total of $725 million in Series 2026A Convertible Notes and $1.65 billion in Series 2026B Convertible Notes, for a combined total of $2.375 billion from the initial pricing of these offerings.

The company repurchased approximately $369 million of its Series 2024A Convertible Senior Notes. This action is typically taken to manage the company's debt profile, potentially reduce future interest expenses, or refinance at more favorable terms. It suggests a proactive approach to optimizing the company's capital structure.

Issuing new convertible notes provides Southern Company with capital for its operations or investments, while offering investors the potential for equity upside. The lower coupon rates on the new notes compared to the repurchased notes may also lead to reduced interest expenses over time. This strategy can improve the company's financial flexibility and potentially lower its overall cost of capital.

No, these convertible note offerings were conducted as private placements to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. They are not publicly offered securities.