Southern Company (NYSE: SO) plans $650 million and $1.5 billion convertible note sales
Rhea-AI Filing Summary
Southern Company plans private offerings of $650 million aggregate principal amount of convertible senior notes due December 15, 2027 and $1.5 billion aggregate principal amount of convertible senior notes due September 15, 2029 to persons reasonably believed to be qualified institutional buyers.
The senior unsecured notes pay interest semiannually and are convertible into cash and, at Southern Company’s election, cash and/or common stock, subject to specified convertibility periods. Southern Company intends to use a portion of the net proceeds to repurchase portions of its 4.50% Series 2024A and 3.25% Series 2025A convertible senior notes and to repay short-term debt and for other general corporate purposes.
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Filing Explained
The financing is proposed, with future debt and possible share-delivery exposure unresolved until pricing and issuance.
The filing leaves the financing at the proposed-offering stage; it does not report pricing or issuance as complete.
If completed, the notes would add senior unsecured obligations and could later result in delivery of common stock on conversion, although neither outcome is established as completed here.
The company expects to grant initial purchasers options for up to
Because the initial conversion prices and interest rates will be set at pricing, the filing does not provide a share count from which potential dilution can be sized; issuing additional shares would reduce existing holders' percentage ownership absent offsetting changes.
The notes and any conversion shares are not registered, so they cannot be offered or sold without registration or an applicable exemption; that resale condition does not mean the shares have been issued.
The next specified milestone is pricing, when the conversion prices and interest rates are to be set; the amount and terms of any repurchases of existing convertible notes remain unspecified.
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, and exhibit attachments filed with this report.
Key Figures
2027 Convertible Notes size: $650 million aggregate principal amount
2029 Convertible Notes size: $1.5 billion aggregate principal amount
2027 notes additional option: $97.5 million aggregate principal amount
+4 more
7 metrics
2027 Convertible Notes size
$650 million aggregate principal amount
Convertible senior notes due December 15, 2027
2029 Convertible Notes size
$1.5 billion aggregate principal amount
Convertible senior notes due September 15, 2029
2027 notes additional option
$97.5 million aggregate principal amount
Optional additional 2027 Convertible Notes within 13 days of issuance
2029 notes additional option
$225 million aggregate principal amount
Optional additional 2029 Convertible Notes within 13 days of issuance
Existing 2024A notes coupon
4.50%
Series 2024A Convertible Senior Notes due June 15, 2027 targeted for partial repurchase
Existing 2025A notes coupon
3.25%
Series 2025A Convertible Senior Notes due June 15, 2028 targeted for partial repurchase
Convertible notes maturity dates
December 15, 2027 and September 15, 2029
Stated maturities of 2027 and 2029 Convertible Notes
Key Terms
convertible senior notes, qualified institutional buyers, convertible arbitrage strategy, short-term debt, +1 more
5 terms
convertible senior notes financial
"offerings of $650 million and $1.5 billion in aggregate principal amount of its convertible senior notes"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
qualified institutional buyers financial
"private placements to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
convertible arbitrage strategy financial
"many holders of the Existing Convertible Notes employ a convertible arbitrage strategy"
A convertible arbitrage strategy is a market‑neutral trading approach that buys convertible securities (bonds or preferred shares that can be turned into stock) while hedging equity exposure, typically by shorting the issuer’s common shares. It aims to profit from pricing differences between the convertible and the underlying stock, plus interest and volatility effects, so it matters to investors because it changes a portfolio’s risk profile, liquidity needs, and sensitivity to credit and market volatility.
short-term debt financial
"use any remaining net proceeds to repay all or a portion of its outstanding short-term debt"
Short-term debt is money a company must pay back within one year, including loans, notes, and commercial paper. It matters to investors because it shows near-term cash demands and how well a company can cover those payments with available cash or regular income; like a household managing a credit card bill, heavy short-term debt can raise the risk of running short of cash or needing costly refinancing, while manageable levels suggest stronger short-term financial health.
general corporate purposes financial
"for other general corporate purposes, which may include investment in its subsidiaries"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What convertible note offerings did Southern Company (SO) announce?
Southern Company announced offerings of $650 million convertible senior notes due December 15, 2027 and $1.5 billion convertible senior notes due September 15, 2029 in private placements to persons reasonably believed to be qualified institutional buyers.
How will Southern Company (SO) use the proceeds from the new convertible notes?
Southern Company intends to use a portion of the net proceeds to repurchase portions of its Series 2024A 4.50% and Series 2025A 3.25% convertible senior notes, and to repay outstanding short-term debt and for other general corporate purposes.
What additional purchase options are tied to Southern Company’s (SO) convertible note offerings?
Southern Company expects to grant initial purchasers options, exercisable within 13 days of issuance, to buy up to an additional $97.5 million of 2027 convertible notes and up to an additional $225 million of 2029 convertible notes.
When and how can Southern Company’s (SO) new convertible notes be converted?
Before specified dates in 2027 and 2029, the notes are convertible only upon certain events and during certain periods. After those dates, holders may convert at any time until shortly before maturity, receiving cash and/or Southern Company common stock as elected by the company.
Are Southern Company’s (SO) new convertible notes registered under the Securities Act?
The new convertible notes and any Southern Company common stock issuable upon conversion are not registered under the Securities Act. They may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
How might repurchases of existing Southern Company (SO) convertible notes affect its common stock trading?
Southern Company expects some holders using convertible arbitrage strategies to buy Southern Company common stock or adjust derivatives when selling their existing notes. This activity could increase, or lessen any decrease in, the market price of the common stock or the new convertible notes.
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
| Date of Report (Date of earliest event reported) | ||||||||
| Commission File Number | Registrant, State of Incorporation, Address and Telephone Number | I.R.S. Employer Identification No. | ||||||||||||||||||
(A Delaware Corporation)
(404 ) 506-5000
The name and address of the registrant have not changed since the 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:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
| The Southern Company | |||||||||||
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 August 3, 2026, The Southern Company (the “Company”) issued a press release announcing proposed offerings of $650 million aggregate principal amount of convertible senior notes due 2027 (the “2027 Convertible Notes”) and $1.5 billion aggregate principal amount of convertible senior notes due 2029 (the “2029 Convertible Notes” and, together with the 2027 Convertible Notes, the “Convertible Notes”) in private offerings to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, the Company expects to grant the initial purchasers options to purchase, for settlement within a period of 13 days from, and including, the date the Convertible Notes are first issued, up to an additional $97.5 million aggregate principal amount of the 2027 Convertible Notes and up to an additional $225 million aggregate principal amount of the 2029 Convertible Notes.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) Exhibits. | |||||
| 99.1 | Press Release issued by the Company on August 3, 2026 announcing the proposed offerings of the Convertible Notes. | ||||
| 104 | Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document. | ||||
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.
| Date: August 3, 2026 | THE SOUTHERN COMPANY | |||||||
| By | /s/Melissa K. Caen | |||||||
| Melissa K. Caen Assistant Secretary | ||||||||
2
Exhibit 99.1
News 
Media Contact: Southern Company Media Relations
404-506-5333 or 1-866-506-5333
Investor Relations Contact:
Greg MacLeod
404-685-4194
gbmacleo@southernco.com
Southern Company announces offerings of $650 million in aggregate principal amount of Convertible Senior Notes due December 15, 2027 and $1.5 billion in aggregate principal amount of Convertible Senior Notes due September 15, 2029
ATLANTA, August 3, 2026 – Southern Company (NYSE: SO) today announced offerings of $650 million in aggregate principal amount of its convertible senior notes due December 15, 2027 (the “2027 Convertible Notes”) and $1.5 billion in aggregate principal amount of its convertible senior notes due September 15, 2029 (the “2029 Convertible Notes” and, together with the 2027 Convertible Notes, the “Convertible Notes”) in private placements to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, Southern Company expects to grant the initial purchasers of the Convertible Notes options to purchase, for settlement within a period of 13 days from, and including, the date the Convertible Notes are first issued, up to an additional $97.5 million in aggregate principal amount of the 2027 Convertible Notes and up to an additional $225 million in aggregate principal amount of the 2029 Convertible Notes.
Final terms of each series of Convertible Notes, including the initial conversion price, interest rate and certain other terms of the Convertible Notes, will be determined at the time of pricing. The Convertible Notes will be senior, unsecured obligations of Southern Company. Interest on the Convertible Notes will be paid semiannually. The Convertible Notes will mature on December 15, 2027 (in the case of the 2027 Convertible Notes) and September 15, 2029 (in the case of the 2029 Convertible Notes), unless earlier repurchased or converted in accordance with their terms.
Prior to September 15, 2027 (in the case of the 2027 Convertible Notes) or June 15, 2029 (in the case of the 2029 Convertible Notes), the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods. From and after September 15, 2027 (in the case of the 2027 Convertible Notes) or June 15, 2029 (in the case of the 2029 Convertible Notes), the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the applicable series of the Convertible Notes. Upon conversion, Southern Company will pay cash up to the aggregate principal amount of the Convertible Notes of the applicable series to be converted and pay or deliver, as the case may be, cash, shares of Southern Company’s common stock, or a combination of cash and shares of common stock, at Southern Company’s election, in respect of the remainder, if any, of Southern Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes of the applicable series being converted.
Southern Company intends to use a portion of the net proceeds from these offerings to repurchase a portion of its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 (the “Series 2024A Convertible Notes”) and its Series 2025A 3.25% Convertible Senior Notes due June 15, 2028 (together with the Series 2024A Convertible Notes, the “Existing Convertible Notes”), in each case through individually negotiated transactions with a limited number of holders thereof (each, a “note repurchase transaction”), effected through one of the initial purchasers of the Convertible Notes or its affiliate. Southern Company intends to use any remaining net proceeds to repay all or a portion of its outstanding short-term debt and for other general corporate purposes, which may include investment in its subsidiaries.
Contemporaneously with the pricing of the Convertible Notes, Southern Company expects to enter into one or more separate and privately negotiated transactions with a limited number of holders of the Existing Convertible Notes to use a portion of the proceeds of the offerings to repurchase a portion of the Existing Convertible Notes on terms to be negotiated with each such holder. The terms of each note repurchase transaction are anticipated to be individually negotiated with each such holder of the Existing Convertible Notes and will depend on several factors, including the market price of Southern Company’s common stock and the trading price of the applicable Existing Convertible Notes at the time of each such note repurchase transaction. Southern Company may also repurchase outstanding Existing Convertible Notes following the completion of the offerings of the Convertible Notes. No assurance can be given as to how much, if any, of the Existing Convertible Notes will be repurchased or the terms on which they will be repurchased.
Southern Company expects that holders of the Existing Convertible Notes that sell their Existing Convertible Notes to Southern Company in any note repurchase transaction may enter into or unwind various derivatives with respect to Southern Company’s common stock and/or purchase or sell shares of Southern Company’s common stock in the market to hedge their exposure in connection with these transactions. In particular, Southern Company expects that many holders of the Existing Convertible Notes employ a convertible arbitrage strategy with respect to the Existing Convertible Notes and have a short position with respect to Southern Company’s common stock that they would close, through purchases of Southern Company’s common stock and/or the entry into or unwind of economically equivalent derivatives transactions with respect to Southern Company’s common stock, in connection with Southern Company’s repurchase of their Existing Convertible Notes for cash. This activity could increase (or reduce the size of any decrease in) the market price of Southern Company’s common stock or the Convertible Notes at that time and could result in higher effective conversion prices for the Convertible Notes.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The offer and sale of the Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and the Convertible Notes and such shares of common stock may not be offered or sold without registration or an applicable exemption from registration requirements.
About Southern Company
Southern Company (NYSE: SO) is a leading energy provider serving 9 million customers across the Southeast and beyond through its family of companies. The company has electric operating companies in three states, natural gas distribution companies in four states, a competitive generation company, a leading distributed energy distribution company with national capabilities, a fiber optics network and telecommunications services.
Cautionary Notice Regarding Forward-Looking Statements
Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning the planned offerings of the Convertible Notes, the expected use of proceeds from the offerings and the note repurchase transactions. Southern Company cautions that there are certain factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Southern Company; accordingly, there can be no assurance that such suggested results will be realized. The following factors, in addition to those discussed in Southern Company’s Annual Report on Form 10-K for the year ended December 31, 2025, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: global and U.S. economic conditions, including impacts from geopolitical conflicts, recession, inflation, changes in trade policies (including tariffs and other trade measures) of the United States and other countries, interest rate fluctuations and financial market conditions, and the results of financing efforts; access to capital markets and other financing sources; changes in Southern Company's credit ratings; and catastrophic events such as fires, including wildfires, land movement, earthquakes, explosions, floods, high winds, tornadoes, hurricanes and other storms, solar flares, droughts, future epidemic or pandemic health events, wars, political unrest or other similar occurrences. Southern Company expressly disclaims any obligation to update any forward‐looking information.
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