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  4. [8-K] ATMOS ENERGY CORP Reports Material Event

Atmos Energy (NYSE: ATO) issues $700M 4.750% senior notes maturing 2032

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Atmos Energy Corporation entered into an underwriting agreement for an underwritten public offering of its 4.750% Senior Notes due 2032 with a total aggregate principal amount of $700,000,000. These notes are being issued under an existing shelf registration on Form S-3 and a prospectus supplement dated June 15, 2026.

Atmos Energy expects to receive approximately $693.9 million in net proceeds after underwriting discounts and expenses. The notes will be issued under an indenture dated March 26, 2009 with U.S. Bank Trust Company, National Association as trustee, with closing expected on or about June 18, 2026, subject to customary conditions.

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Insights

Atmos Energy raises $700M through new 4.750% senior notes due 2032.

Atmos Energy is issuing 4.750% Senior Notes due 2032 in an underwritten public offering with $700,000,000 aggregate principal amount. The transaction is conducted off an existing Form S-3 shelf registration, a typical approach for seasoned issuers accessing debt markets efficiently.

The company expects net proceeds of approximately $693.9 million after underwriting discounts and offering expenses. The notes are issued under a longstanding indenture dated March 26, 2009 with U.S. Bank Trust Company, National Association as trustee, which simplifies documentation and relies on established terms.

The offering is expected to close on or about June 18, 2026, subject to customary conditions. Subsequent filings may outline how the company allocates this new capital within its balance sheet and capital expenditure plans, which will frame the long-term impact of the additional debt.

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, and exhibit attachments filed with this report.
Senior notes principal $700,000,000 aggregate principal amount 4.750% Senior Notes due 2032 in underwritten public offering
Coupon rate 4.750% Interest rate on Senior Notes due 2032
Net proceeds $693.9 million Expected net proceeds after underwriting discount and expenses
Maturity year 2032 Maturity of 4.750% Senior Notes
Registration statement Form S-3 No. 333-283563 Shelf registration used for the notes offering
Indenture date March 26, 2009 Date of indenture governing the notes
Expected closing date June 18, 2026 Expected closing of the notes offering
underwritten public offering financial
"with respect to the offering and sale in an underwritten public offering (the “Offering”)"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
Senior Notes financial
"aggregate principal amount of its 4.750% Senior Notes due 2032 (the “Notes”)"
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.
registration statement on Form S-3 regulatory
"registered under the Securities Act of 1933... pursuant to a registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
indenture financial
"The Notes will be issued pursuant to an indenture dated 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 will be represented by two global securities, a form of which is filed"
prospectus supplement financial
"and the prospectus supplement dated June 15, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
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Understanding 8-K Material Events →
ATMOS ENERGY CORP false 0000731802 0000731802 2026-06-15 2026-06-15 0000731802 stpr:VA 2026-06-15 2026-06-15
 
 

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 15, 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 8.01. Other Events.

On June 15, 2026 Atmos Energy Corporation (“Atmos Energy”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC 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 $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 (the “Registration Statement”) 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. 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 $693.9 million. The Offering is expected to close on or about June 18, 2026, 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 June 18, 2026 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 June 15, 2026
4.1    Form of Officers’ Certificate, to be dated June 18, 2026
4.2    Form of Global Security for 4.750% Senior Notes due 2032
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: 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 is Atmos Energy (ATO) offering in this 8-K?

Atmos Energy is offering 4.750% Senior Notes due 2032 in an underwritten public offering. These notes are unsecured debt instruments issued under an existing 2009 indenture with U.S. Bank Trust Company, National Association acting as trustee.

How large is Atmos Energy’s new senior notes offering reported for ATO?

The offering covers $700,000,000 aggregate principal amount of 4.750% Senior Notes due 2032. This represents a substantial debt financing transaction for Atmos Energy and is conducted as an underwritten public offering through major investment banks.

How much net proceeds will Atmos Energy (ATO) receive from the senior notes?

Atmos Energy expects to receive approximately $693.9 million in net proceeds from the offering. This figure is after deducting the underwriting discount and estimated offering expenses the company is responsible for paying in connection with the transaction.

When are Atmos Energy’s 4.750% Senior Notes due and when is closing expected?

The new Atmos Energy senior notes will mature in 2032, as they are 4.750% Senior Notes due 2032. Closing of the offering is expected on or about June 18, 2026, subject to customary closing conditions being satisfied.

Under what registration did Atmos Energy (ATO) issue these senior notes?

The notes are issued under Atmos Energy’s registration statement on Form S-3, Registration No. 333-283563. A related prospectus supplement dated June 15, 2026 was filed pursuant to Rule 424(b), providing specific terms of the 4.750% Senior Notes due 2032.

Which underwriters are involved in Atmos Energy’s new notes offering?

J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC act as representatives of the several underwriters. They entered into an underwriting agreement with Atmos Energy on June 15, 2026 covering the 4.750% Senior Notes due 2032.

Filing Exhibits & Attachments

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