8-KFinancial EventsSecurities & ListingExhibits & Filings

SOUTHERN CO 8-K Report, Financial Obligation (Aug 6, 2026)

Filed August 6, 2026For Securities:SOSOJESOJFSOJCSOJDSOMN

Summary

Southern Company (SO) has announced the issuance of two series of Convertible Senior Notes, totaling approximately $2.72 billion in aggregate principal amount. The Series 2026A notes, for $833.75 million with a 2.125% coupon, mature in December 2027. The Series 2026B notes, for $1.8975 billion with a 3.50% coupon, mature in September 2029. These notes are unsecured and rank equally with other unsecured, unsubordinated debt, but are effectively subordinated to secured debt. The issuance was conducted under Section 4(a)(2) and Rule 144A of the Securities Act, targeting qualified institutional buyers, with potential shares issued upon conversion not being registered unless an exemption applies. Investors should note the conversion features and potential dilutive effects. Both note series can be converted by holders under specific conditions related to the Company's stock price performance relative to the conversion price, or in the event of certain corporate events. The initial conversion prices suggest a premium to the stock price at the time of issuance, implying a growth expectation. The settlement of conversions can involve cash, stock, or a combination thereof, at the Company's discretion. The company may also be required to repurchase these notes upon a Fundamental Change, indicating a degree of protection for noteholders in certain adverse events.

Key Highlights

  • 1Southern Company issued $833.75 million in Series 2026A 2.125% Convertible Senior Notes due December 15, 2027.
  • 2Southern Company issued $1.8975 billion in Series 2026B 3.50% Convertible Senior Notes due September 15, 2029.
  • 3The total aggregate principal amount of convertible notes issued is approximately $2.72 billion.
  • 4Both note series are unsecured and rank equally with other unsecured, unsubordinated debt, but are effectively subordinated to secured indebtedness.
  • 5Holders can convert notes if the stock price meets certain thresholds relative to the conversion price or upon specified corporate events.
  • 6Conversions can be settled by the Company in cash, shares of Common Stock, or a combination thereof.
  • 7Notes are subject to mandatory repurchase by the Company upon a Fundamental Change, at 100% of principal plus accrued interest.

Frequently Asked Questions

Southern Company raised a total of approximately $2.72 billion from the issuance of both the Series 2026A and Series 2026B Convertible Senior Notes.

The Series 2026A Convertible Senior Notes have a maturity date of December 15, 2027, and a coupon rate of 2.125%. The Series 2026B Convertible Senior Notes have a maturity date of September 15, 2029, and a coupon rate of 3.50%.

Holders can convert the notes if the Company's common stock price is at least 130% of the conversion price for a specified period, or if the trading price of the notes falls below 98% of a certain product involving the stock price and conversion rate over a measurement period. Conversion is also possible upon the occurrence of specified corporate events.

Southern Company has the option to settle conversions by paying cash up to the aggregate principal amount of the notes being converted, and then delivering cash, shares of common stock, or a combination of both for any remaining obligation.