Atmos Energy (ATO) files 8-K for 5.450% Senior Notes due 2056

Q: What is the coupon and maturity of the notes mentioned?

The listed securities are 5.450% Senior Notes due 2056.

Q: Were legal opinions included with the filing?

Yes. Opinions and consents from Gibson, Dunn & Crutcher LLP and Hunton Andrews Kurth LLP are referenced and included as exhibits.

Q: Who signed the filing for Atmos Energy?

The filing is signed by Daniel M. Meziere, Vice President of Investor Relations and Treasurer.

Atmos Energy Corporation filed an 8-K reporting documentation and closing steps tied to a debt issuance and related legal opinions.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Atmos Energy Corporation filed an 8-K reporting documentation and closing steps tied to a debt issuance and related legal opinions. The filing lists an Underwriting Agreement dated September 18, 2025, a Form of Officers' Certificate dated October 1, 2025, and a Form of Global Security for 5.450% Senior Notes due 2056. Legal opinions and consents from Gibson, Dunn & Crutcher LLP and Hunton Andrews Kurth LLP are included, and the cover page XBRL tags are embedded in the inline XBRL document. The form is executed by Daniel M. Meziere, Vice President of Investor Relations and Treasurer. The material here documents transaction paperwork and closing exhibits rather than financial results.

Positive

Comprehensive closing documentation is filed, including underwriting agreement and counsel opinions
Long-dated debt issuance is structured with a 5.450% coupon maturing in 2056, which can lock long-term financing costs

Negative

Filing does not disclose the principal amount of the notes or the use of proceeds
No pricing or impact on leverage metrics is provided, limiting immediate investor assessment

Insights

TL;DR: Documentation shows completion steps for a long‑dated note issuance with a 5.450% coupon.

The filing enumerates the key legal and transactional exhibits that support a bond issuance: an Underwriting Agreement, a global security form for 5.450% Senior Notes due 2056, officers' certificates, and counsel opinions and consents. These items are standard closing deliverables that enable the securities to be issued and listed.

The main dependencies are the finalized underwriting terms and any conditions in the officers' certificate or counsel opinions; absent pricing or proceeds figures, the immediate investor impact is limited to capital structure disclosure. Monitor near‑term filings for the principal amount, use of proceeds, and any registration or listing details within the next reporting cycle.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Atmos Energy (ATO) report in this 8-K?

The 8-K lists key transaction documents for a debt issuance: an Underwriting Agreement (dated September 18, 2025), a Form of Officers' Certificate (dated October 1, 2025), a Form of Global Security for 5.450% Senior Notes due 2056, and counsel opinions and consents.

Does the filing state how much Atmos Energy is borrowing?

No. The filing enumerates documents and legal opinions but does not disclose the principal amount of the notes.

What is the coupon and maturity of the notes mentioned?

The listed securities are 5.450% Senior Notes due 2056.

Were legal opinions included with the filing?

Yes. Opinions and consents from Gibson, Dunn & Crutcher LLP and Hunton Andrews Kurth LLP are referenced and included as exhibits.

Who signed the filing for Atmos Energy?

The filing is signed by Daniel M. Meziere, Vice President of Investor Relations and Treasurer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/01/2025 - 08:50 AM

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

September 18, 2025

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 8.01. Other Events.

On September 18, 2025 Atmos Energy Corporation (“Atmos Energy”) entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named in Schedule I thereto, with respect to the offering and sale in an underwritten public offering (the “Offering”) by Atmos Energy of $600 million aggregate principal amount of its 5.450% Senior Notes due 2056 (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 (the “Registration Statement”) and the prospectus supplement dated September 18, 2025, which was filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on September 22, 2025. Legal opinions related to the Registration Statement are also filed herewith as Exhibits 5.1 and 5.2.

Atmos Energy expects to receive net proceeds, after the underwriting discount and estimated offering expenses payable by it, of approximately $589.8 million. The Offering is expected to close on or about October 1, 2025, subject to customary closing conditions.

The Notes will be issued pursuant to an indenture dated March 26, 2009 (the “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”), to be modified by an Officers’ Certificate setting forth the terms of the Notes (the “Officers’ Certificate”), to be dated October 1, 2025 and delivered to the Trustee pursuant to Section 301 of the Indenture. The Notes will be represented by two global securities, a form of which is filed as an exhibit hereto. The form of the Officers’ Certificate and the Underwriting Agreement are each also filed as an exhibit hereto.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Description

1.1		Underwriting Agreement dated as of September 18, 2025

4.1		Form of Officers’ Certificate, to be dated October 1, 2025

4.2		Form of Global Security for 5.450% Senior Notes due 2056

5.1		Opinion of Gibson, Dunn & Crutcher LLP

5.2		Opinion of Hunton Andrews Kurth LLP

23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)

23.2		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.2)

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: October 1, 2025	By:	/s/ Daniel M. Meziere
		Daniel M. Meziere
		Vice President of Investor Relations and Treasurer

Source: View Original Filing on SEC EDGAR

Atmos Energy (ATO) files 8-K for 5.450% Senior Notes due 2056