Southern Company 8-K

Summary

Convertible note issuance and potential unregistered share issuance. Southern Company issued $2.73B aggregate principal amount of two convertible note series, with maturities in 2027 and 2029. The notes may convert into cash, common stock or a combination, at the company’s election for amounts above principal.

Key Figures

• Series 2026A: $834M principal, 2.125% coupon, due 12/15/2027; initial conversion price ≈$104.56 per share.
• Series 2026B: $1.90B principal, 3.50% coupon, due 9/15/2029; initial conversion price ≈$118.50 per share.
• Initial maximum shares issuable upon conversion: 8,970,816 for Series 2026A and 20,416,341 for Series 2026B, subject to anti-dilution adjustments. The notes were sold to initial purchasers for resale to qualified institutional buyers under registration exemptions.

Investor Takeaways

• Note conversions could result in common-share issuance; the maximum initial share amounts are subject to anti-dilution adjustments.