Atmos Energy (ATO) completes 4.750% Senior Notes debt offering due 2032

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Atmos Energy Corporation completed a public debt offering of new 4.750% Senior Notes due January 15, 2032. These unsecured senior obligations rank equally with the company’s other unsubordinated debt and pay interest twice a year on January 15 and July 15, starting January 15, 2027.

Atmos Energy reports net proceeds of approximately $693.9 million after underwriting discounts and expenses. The notes were issued under an existing indenture with U.S. Bank Trust Company, which includes covenants limiting certain liens, sale-leaseback transactions, major asset sales, and mergers, and defines events of default that could allow holders owning at least 25% of the notes to accelerate repayment.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Net proceeds: $693.9 million Coupon rate: 4.750% Maturity date: January 15, 2032 +2 more

5 metrics

Net proceeds $693.9 million Approximate net proceeds from senior notes offering

Coupon rate 4.750% Annual interest rate on Senior Notes due 2032

Maturity date January 15, 2032 Final maturity of 4.750% Senior Notes

First interest payment January 15, 2027 First scheduled semiannual interest payment date

Acceleration threshold 25% in principal amount Holders needed to declare notes immediately due after default

Key Terms

Senior Notes, Indenture, global securities, sale and leaseback transactions, +1 more

5 terms

Senior Notes financial

"completed a public offering of its 4.750% Senior Notes due 2032"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture regulatory

"The Notes were issued pursuant to an indenture dated as of March 26, 2009"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

global securities financial

"The Notes are represented by two global securities executed by Atmos Energy"

sale and leaseback transactions financial

"covenants that limit the ability of Atmos Energy and its restricted subsidiaries to engage in specified sale and leaseback transactions"

events of default regulatory

"The Indenture provides for events of default, including interest payment defaults"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

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Understanding 8-K Material Events →

06/18/2026 - 05:11 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 18, 2026

Date of Report (Date of earliest event reported)

ATMOS ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Texas AND Virginia

1-10042

75-1743247

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1800 THREE LINCOLN CENTRE,

5430 LBJ FREEWAY, DALLAS, Texas

75240

(Address of Principal Executive Offices)

(Zip Code)

(972) 934-9227

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock No Par Value	ATO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On June 18, 2026, Atmos Energy Corporation (“Atmos Energy”) completed a public offering of $700,000,000 million aggregate principal amount of its 4.750% Senior Notes due 2032 (the “Notes”). The offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-283563) of Atmos Energy and the Prospectus Supplement dated June 15, 2026, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on June 17, 2026. Atmos Energy received net proceeds from the offering, after the underwriting discount and estimated offering expenses payable by it, of approximately $693.9 million.

The Notes were issued pursuant to an indenture dated as of March 26, 2009 (the “Base Indenture”) between Atmos Energy and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), and an officers’ certificate delivered to the Trustee pursuant to Section 301 of the Base Indenture (the “Officers’ Certificate,” and the Base Indenture, as modified by the Officers’ Certificate, is referred to herein as the “Indenture”). The Notes are represented by two global securities executed by Atmos Energy on June 18, 2026 (the “Global Securities”). The Notes are unsecured senior obligations that rank equally in right of payment with all of Atmos Energy’s other existing and future unsubordinated debt. The Notes bear interest at an annual rate of 4.750%, payable by Atmos Energy on January 15 and July 15 of each year, beginning on January 15, 2027, and mature on January 15, 2032.

Atmos Energy may redeem the Notes at its option at any time or from time to time, in whole or in part, at the redemption prices calculated in accordance with the Indenture. The Indenture includes covenants that limit the ability of Atmos Energy and its restricted subsidiaries (as defined in the Indenture) to, among other things, (i) grant specified liens, (ii) engage in specified sale and leaseback transactions, (iii) consolidate or merge with or into other companies or (iv) sell all or substantially all of Atmos Energy’s assets. The restrictive covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture provides for events of default, including (i) interest payment defaults, (ii) breaches of covenants, (iii) certain payment defaults at final maturity or acceleration of other indebtedness and (iv) the occurrence of events of bankruptcy, insolvency or reorganization. If any event of default occurs and is continuing, subject to certain exceptions, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, together with any accrued and unpaid interest.

The above descriptions are qualified in their entirety by reference to the text of the Base Indenture, the Officers’ Certificate, and the Global Securities. The Base Indenture has been previously filed, the Officers’ Certificate is filed as Exhibit 4.2, and the Global Securities are filed as Exhibit 4.3 and Exhibit 4.4, respectively, to this Current Report on Form 8-K, and each is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Description

4.1		Indenture dated as of March 26, 2009, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K dated March 26, 2009 (File No. 1-10042).

4.2		Officers’ Certificate dated June 18, 2026

4.3		Global Security for the 4.750% Senior Notes due 2032

4.4		Global Security for the 4.750% Senior Notes due 2032

104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ATMOS ENERGY CORPORATION
	(Registrant)

DATE: June 18, 2026	By:	/s/ Daniel M. Meziere
		Daniel M. Meziere
		Vice President of Investor Relations and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What type of securities did Atmos Energy (ATO) issue in this filing?

Atmos Energy issued new 4.750% Senior Notes due January 15, 2032. These are unsecured senior debt obligations that rank equally with the company’s other existing and future unsubordinated debt under its long-standing base indenture.

How much in net proceeds did Atmos Energy (ATO) receive from the notes offering?

Atmos Energy received net proceeds of approximately $693.9 million from the offering. This figure is after deducting the underwriting discount and estimated offering expenses that the company was responsible for paying under the transaction.

What is the interest rate and payment schedule on Atmos Energy’s new notes?

The Senior Notes carry a fixed annual interest rate of 4.750%. Interest is payable semiannually on January 15 and July 15 of each year, with the first interest payment scheduled to occur on January 15, 2027, under the terms described.

When do Atmos Energy’s 4.750% Senior Notes mature?

The 4.750% Senior Notes mature on January 15, 2032. On that date, the principal becomes due unless the notes are earlier redeemed, accelerated after an event of default, or otherwise repaid in accordance with the indenture provisions.

Can Atmos Energy redeem the 4.750% Senior Notes before maturity?

Atmos Energy may redeem the notes at its option, in whole or in part, at any time or from time to time. The redemption price is calculated in accordance with the indenture and related officers’ certificate governing this series of notes.

What covenants and defaults apply to Atmos Energy’s new Senior Notes?

The indenture limits specified liens, sale-leaseback transactions, major mergers, and asset sales, and defines several events of default. These include interest payment failures, covenant breaches, certain other debt defaults, and bankruptcy or insolvency-related events affecting the company.

Filing Exhibits & Attachments

7 documents