Southern Company 8-K

Summary

Convertible note offerings upsized and priced. Southern Company priced $725M of Series 2026A notes and $1.65B of Series 2026B notes, and agreed to repurchase about $369M principal amount of its Series 2024A notes. The new financing is expected to close on 8/6/2026, subject to customary conditions.

Key Figures

• Series 2026A: $725M principal, 2.125% annual interest, due 12/15/2027; offering upsized by $75M. Initial purchasers may buy up to another $108.75M.
• Series 2026B: $1.65B principal, 3.50% annual interest, due 9/15/2029; offering upsized by $150M. Initial purchasers may buy up to another $247.5M.
• Estimated net proceeds: $721M for Series 2026A and $1.63B for Series 2026B; $829M and $1.88B, respectively, if the options are fully exercised.
• About $403M of proceeds is intended to fund the repurchase of about $369M principal amount of Series 2024A notes, which carry a 4.50% coupon and mature 6/15/2027. Remaining proceeds are intended for short-term debt repayment and general corporate purposes, including possible investment in subsidiaries.
• Initial conversion prices: approximately $104.56 per share for Series 2026A, a 12.5% premium, and approximately $118.50 for Series 2026B, a 27.5% premium. Conversion rates are 9.5641 and 8.4389 shares per $1,000 principal amount, respectively; conversion is subject to specified conditions and periods.

Investor Takeaways

• The offerings are expected to close on 8/6/2026; closing remains subject to customary conditions.
• Watch whether initial purchasers exercise their options and whether Southern Company makes further Series 2024A repurchases after the offerings.