Southern SEC Filings

Southern Company (SO) reported an insider transaction by its EVP & COO, Stanley W. Connally, Jr. On 11/06/2025, he made a gift (Code G) of 2,413 shares of Southern Company common stock at a stated price of $0, as the shares were donated to a donor advised fund.

After the transaction, his beneficial ownership stood at 147,006 shares held directly and 15,381.7755 shares held indirectly through a 401(k). The filing indicates the transaction type and post-transaction holdings; it does not reflect an open-market sale.

The Southern Company completed an offering of 40,000,000 Corporate Units, following the full exercise of the underwriters’ over‑allotment option. Each unit has a $50 stated amount and includes a stock purchase contract, a 1/40 interest in Series 2025B Remarketable Senior Notes due 2030, and a 1/40 interest in Series 2025C Remarketable Senior Notes due 2033.

The stock purchase contracts obligate holders to buy common stock for $50 per contract no later than December 15, 2028. Total annual distributions on the Corporate Units are 7.125% of the stated amount, made up of 2.975% in quarterly contract adjustment payments and 4.15% in interest on the RSNs. The RSNs will be remarketed prior to settlement of the stock purchase contracts under the terms of the purchase contract and pledge agreement. The units were registered under the company’s shelf registration statement.

The Southern Company launched a primary offering of 35,000,000 2025 Series A Equity Units, each with a $50 stated amount, initially issued as Corporate Units. The underwriters have an option to buy up to 5,000,000 additional Corporate Units. The Company intends to list the Corporate Units on the NYSE under SOMN, subject to approval.

Each Corporate Unit includes a stock purchase contract and 1/40 interests in two series of Remarketable Senior Notes (due 2030 and 2033). Holders will purchase common stock on December 15, 2028 under the contract, with quarterly contract adjustment payments and RSN interest prior to settlement. The RSNs are expected to be remarketed in 2028, after which interest terms reset as described.

The Company plans to use proceeds to repurchase portions of its Series 2023A 3.875% Convertible Senior Notes and Series 2024A 4.50% Convertible Senior Notes, repay $407 million of short‑term debt as of October 31, 2025, address remaining 2023A notes at maturity, and fund a proposed par redemption of $1.25 billion of Series 2020B Junior Subordinated Notes, with any remainder for general corporate purposes.

The Southern Company furnished an 8-K announcing a press release with earnings for the three-month and nine-month periods ended September 30, 2025. The exhibit presents GAAP results and non-GAAP measures of earnings and earnings per share, with reconciliations.

The non-GAAP presentation excludes charges and credits related to plants under construction, associated legal expenses net of insurance recoveries, and related tax impacts. It also excludes, for 2025, accelerated depreciation tied to repowering certain Southern Power wind facilities and disposition impacts from a multi‑use commercial facility sale at Alabama Power, plus nine‑month 2025 costs for extinguishment of debt. For 2024, it excludes an impairment loss related to discontinuing development of that facility. The press release (Exhibit 99) includes business segment information for Alabama Power, Georgia Power, Mississippi Power, Southern Power, and Southern Company Gas. The information is being furnished, not filed.

The filing shows that William G. Smith Jr., a Director of The Southern Company (SO), acquired 830.6962 deferred stock units on 10/01/2025 under Southern's Deferred Compensation Plan. The units are payable in Common Stock upon termination and carry no exercise or expiration date.

Following the transaction, Mr. Smith beneficially owns 156,450.937 shares of Southern Company common stock. The acquisition was reported on Form 4 and signed by an attorney-in-fact on 10/02/2025.

Anthony F. Earley Jr., a director of Southern Company (SO), acquired 693.5654 deferred stock units under the company's Deferred Compensation Plan on 10/01/2025. The filing shows these units convert into 693.5654 shares of Southern Company common stock and were recorded at a unit price reference of $94.8. After the reported acquisition, Mr. Earley beneficially owns 29,390.905 shares directly. The filing clarifies the deferred units are payable in stock only upon termination and have no exercise or expiration date. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

John D. Johns, a director of Southern Company (SO), acquired deferred stock units under the companys Deferred Compensation Plan on 10/01/2025. The filing reports 448.3122 Deferred Stock Units were granted at $0 cash cost and are payable in Southern Company common stock only upon termination; there is no exercise or expiration date. After the grant, Mr. Johnss reported beneficial ownership equals 84,980.6331 shares. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Janaki Akella, a Southern Company (SO) director, acquired 448.3122 Deferred Stock Units under Southern's Deferred Compensation Plan on 10/01/2025. The units are payable in Southern Company common stock only upon termination and have no exercise or expiration date. The filing shows a per-unit price of $94.80 and reports 19,237.0652 shares beneficially owned by the reporting person after the transaction. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 10/02/2025.