Southern Company (NYSE: SO) prices $725M and $1.65B convertible notes, plans 2024 repurchase
Rhea-AI Filing Summary
Southern Company has priced private offerings to qualified institutional buyers of $725 million of Series 2026A 2.125% Convertible Senior Notes due December 15, 2027 and $1.65 billion of Series 2026B 3.50% Convertible Senior Notes due September 15, 2029, with closings expected on August 6, 2026, subject to customary conditions. The company also granted the initial purchasers 13-day options for up to an additional $108.75 million of 2026A notes and $247.5 million of 2026B notes.
The 2026A notes carry an initial conversion rate of 9.5641 common shares per $1,000 principal amount (a conversion price of about $104.56 per share, a 12.5% premium), while the 2026B notes convert at 8.4389 shares per $1,000 (about $118.50 per share, a 27.5% premium). These rates are subject to adjustment, and the notes are initially convertible only upon specified events, then freely convertible closer to maturity.
Southern Company expects net proceeds of about $721 million from the 2026A offering (or $829 million if the option is fully exercised) and about $1.63 billion from the 2026B offering (or $1.88 billion with the option fully exercised). It plans to use approximately $403 million of these proceeds to repurchase about $369 million aggregate principal amount of its outstanding Series 2024A 4.50% Convertible Senior Notes due June 15, 2027, with the remaining proceeds earmarked to repay short-term debt and for other general corporate purposes.
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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
Series 2026A notes size: $725 million aggregate principal amount
Series 2026B notes size: $1.65 billion aggregate principal amount
2026A conversion rate: 9.5641 shares per $1,000 principal amount
+5 more
8 metrics
Series 2026A notes size
$725 million aggregate principal amount
Private 2.125% Convertible Senior Notes due December 15, 2027
Series 2026B notes size
$1.65 billion aggregate principal amount
Private 3.50% Convertible Senior Notes due September 15, 2029
2026A conversion rate
9.5641 shares per $1,000 principal amount
Initial conversion rate; conversion price about $104.56 per share
2026B conversion rate
8.4389 shares per $1,000 principal amount
Initial conversion rate; conversion price about $118.50 per share
Net proceeds 2026A offering
approximately $721 million
Expected net proceeds from 2026A notes, excluding additional option
Net proceeds 2026B offering
approximately $1.63 billion
Expected net proceeds from 2026B notes, excluding additional option
Proceeds for 2024A repurchase
approximately $403 million
Allocated to repurchase about $369 million principal of 2024A notes
2024A notes repurchased
approximately $369 million aggregate principal amount
Series 2024A 4.50% Convertible Senior Notes due June 15, 2027
Key Terms
Convertible Senior Notes, aggregate principal amount, conversion rate, qualified institutional buyers, +1 more
5 terms
Convertible Senior Notes financial
"Series 2026A 2.125% Convertible Senior Notes due December 15, 2027"
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.
aggregate principal amount financial
"upsize and pricing of offerings of $725 million aggregate principal amount"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
conversion rate financial
"will have an initial conversion rate of 9.5641 shares"
Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.
qualified institutional buyers regulatory
"private offerings 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 Series 2024A 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What new convertible note offerings did Southern Company (SO) price on August 3, 2026?
Southern Company priced $725 million of Series 2026A 2.125% Convertible Senior Notes and $1.65 billion of Series 2026B 3.50% Convertible Senior Notes. Both offerings are private placements to qualified institutional buyers, with expected closing on August 6, 2026, subject to customary conditions.
What are the conversion terms for Southern Company (SO) Series 2026A and 2026B convertible notes?
The Series 2026A notes initially convert at 9.5641 shares per $1,000, implying about $104.56 per share, a 12.5% premium. The 2026B notes convert at 8.4389 shares per $1,000, or about $118.50 per share, a 27.5% premium, with both conversion rates subject to adjustment.
How much net cash will Southern Company (SO) receive from the 2026A and 2026B offerings?
Southern Company estimates net proceeds of about $721 million from the 2026A notes, or $829 million if the option is fully exercised. It expects about $1.63 billion from the 2026B notes, or $1.88 billion if the additional notes option is exercised in full.
How will Southern Company (SO) use the proceeds from the new convertible notes?
Southern Company plans to use approximately $403 million of the proceeds to repurchase about $369 million principal of its Series 2024A 4.50% Convertible Senior Notes. The remaining net proceeds will be used to repay outstanding short-term debt and for other general corporate purposes, including potential subsidiary investments.
What is Southern Company (SO) doing with its existing Series 2024A convertible notes?
Contemporaneously with pricing the new issues, Southern Company entered privately negotiated transactions to repurchase about $369 million aggregate principal of its Series 2024A 4.50% Convertible Senior Notes. It may also repurchase additional 2024A notes after the offerings, though amounts and terms are not assured.
When do Southern Company (SO) Series 2026A and 2026B notes mature and become freely convertible?
The Series 2026A notes mature on December 15, 2027 and the Series 2026B notes on September 15, 2029. Before set dates, conversion is limited to certain events; afterward, each series is convertible at any time until shortly before its maturity.
How might arbitrage activity around Southern Company (SO) convertible notes affect its stock price?
Southern Company expects many 2024A noteholders use a convertible arbitrage strategy and hold short positions in its stock. As those investors unwind shorts or related derivatives during note repurchases, their trading could increase, or lessen declines in, the market price of Southern Company’s common stock or the new 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 the upsize and pricing of offerings of $725 million aggregate principal amount of its Series 2026A 2.125% Convertible Senior Notes due December 15, 2027 (the “Series 2026A Convertible Notes”) and $1.65 billion aggregate principal amount of its Series 2026B 3.50% Convertible Senior Notes due September 15, 2029 (the “Series 2026B Convertible Notes” and, together with the Series 2026A 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, reflecting an upsize of $75 million over the previously announced offering size of the Series 2026A Convertible Notes and $150 million over the previously announced offering size of the Series 2026B Convertible Notes. In addition, the Company granted 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 $108.75 million aggregate principal amount of the Series 2026A Convertible Notes and up to an additional $247.5 million aggregate principal amount of the Series 2026B Convertible Notes.
Contemporaneously with the pricing of the Convertible Notes, the Company entered into separate and privately negotiated transactions with a limited number of holders of its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 (the “Series 2024A Convertible Notes”) to repurchase approximately $369 million aggregate principal amount of the Series 2024A 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 upsize and pricing of the Convertible Notes. | ||||
| 104 | Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document. | ||||
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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 | ||||||||
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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 upsize and pricing of $725 million in aggregate principal amount of Series 2026A 2.125% Convertible Senior Notes due December 15, 2027 and $1.65 billion in aggregate principal amount of Series 2026B 3.50% Convertible Senior Notes due September 15, 2029
ATLANTA, August 3, 2026 – Southern Company (NYSE: SO) today announced the pricing of $725 million in aggregate principal amount of its Series 2026A 2.125% Convertible Senior Notes due December 15, 2027 (the “Series 2026A Convertible Notes”) and $1.65 billion in aggregate principal amount of its Series 2026B 3.50% Convertible Senior Notes due September 15, 2029 (the “Series 2026B Convertible Notes” and, together with the Series 2026A 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”), reflecting upsizes of $75 million and $150 million over the previously announced offering sizes for the Series 2026A Convertible Notes and the Series 2026B Convertible Notes, respectively. In addition, Southern Company granted 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 $108.75 million in aggregate principal amount of the Series 2026A Convertible Notes and an additional $247.5 million in aggregate principal amount of the Series 2026B Convertible Notes. The offerings are expected to close on August 6, 2026, subject to customary closing conditions.
Interest on the Convertible Notes will be paid semiannually at a rate of 2.125% per annum (in the case of the Series 2026A Convertible Notes) and 3.50% per annum (in the case of the Series 2026B Convertible Notes). The Series 2026A Convertible Notes will have an initial conversion rate of 9.5641 shares of Southern Company’s common stock per $1,000 principal amount of the Series 2026A Convertible Notes (which is equal to an initial conversion price of approximately $104.56 per share of common stock), representing an initial conversion premium of approximately 12.5% above the last reported sale price of Southern Company’s common stock on August 3, 2026. The Series 2026B Convertible Notes will have an initial conversion rate of 8.4389 shares of Southern Company’s common stock per $1,000 principal amount of the Series 2026B Convertible Notes (which is equal to an initial conversion price of approximately $118.50 per share of common stock), representing an initial conversion premium of
approximately 27.5% above the last reported sale price of Southern Company’s common stock on August 3, 2026. These conversion rates are subject to adjustment in certain circumstances. The Convertible Notes will mature on December 15, 2027 (in the case of the Series 2026A Convertible Notes) and September 15, 2029 (in the case of the Series 2026B Convertible Notes), unless earlier repurchased or converted in accordance with their terms.
Prior to September 15, 2027 (in the case of the Series 2026A Convertible Notes) or June 15, 2029 (in the case of the Series 2026B 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 Series 2026A Convertible Notes) or June 15, 2029 (in the case of the Series 2026B 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 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 estimates that the net proceeds from the offering of the Series 2026A Convertible Notes will be approximately $721 million (or approximately $829 million if the initial purchasers exercise their option to purchase additional Series 2026A Convertible Notes in full), after deducting estimated initial purchasers’ discounts and estimated offering expenses payable by Southern Company. Southern Company estimates that the net proceeds from the offering of the Series 2026B Convertible Notes will be approximately $1.63 billion (or approximately $1.88 billion if the initial purchasers exercise their option to purchase additional Series 2026B Convertible Notes in full), after deducting estimated initial purchasers’ discounts and estimated offering expenses payable by Southern Company. Southern Company intends to use approximately $403 million of the net proceeds from these offerings to repurchase approximately $369 million aggregate principal amount of its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 (the “Series 2024A Convertible Notes”) 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 the 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 entered into separate and privately negotiated transactions with a limited number of holders of the Series 2024A Convertible Notes to use a portion of the proceeds of the offerings to repurchase a portion of the Series 2024A Convertible Notes, as described above, on terms negotiated with each such holder. The terms of each note repurchase transaction were individually negotiated
with each such holder of the Series 2024A Convertible Notes and depended on several factors, including the market price of Southern Company’s common stock and the trading price of the Series 2024A Convertible Notes at the time of each such note repurchase. Southern Company may also repurchase outstanding Series 2024A 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 Series 2024A Convertible Notes will be repurchased following the completion of the offerings or the terms on which they will be repurchased.
Southern Company expects that holders of the Series 2024A Convertible Notes that sell their Series 2024A 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 Series 2024A Convertible Notes employ a convertible arbitrage strategy with respect to the Series 2024A 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 Series 2024A 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 closing of the 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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