[8-K] The Southern Company Reports Material Event

Rhea-AI Filing Summary

Safe & Green Holdings Corp. (Nasdaq: SGBX) has called a virtual special meeting for 25 Aug 2025 to seek shareholder approval on three key items:

• Proposal 1 – Reverse Stock Split: Board discretion to combine shares at any ratio between 1-for-10 and 1-for-100 within one year. Main objective is to lift the bid price above Nasdaq’s US$1.00 minimum after two deficiency notices and a Hearing Panel deadline of 28 Aug 2025.
• Proposal 2 – Issuance of Series B Preferred Conversion Shares: Approval under Nasdaq Rule 5635(d) to issue all common shares underlying 60,000 newly issued Series B convertible preferred shares obtained via a warrant-for-preferred exchange completed 17 Jul 2025. Conversion price is US$0.392 per share but is capped at 19.99 % of outstanding common stock until shareholder consent is obtained.
• Proposal 3 – Adjournment: Authority to adjourn the meeting to solicit additional proxies if needed.

The record date is 11 Jul 2025 with 10,120,651 common shares outstanding. A quorum requires one-third of voting power. The board recommends voting FOR all proposals. Failure to effect the reverse split and regain compliance could lead to delisting; conversely, approval would give management flexibility to meet Nasdaq conditions but may increase dilution and market volatility for existing investors.

Insights

Financial Analyst

TL;DR: Reverse split seeks Nasdaq compliance; new Series B preferred adds dilution risk. Net impact skews negative pending execution.

Impact assessment: The filing is impactful. SGBX must raise its bid price and obtain shareholder approval for potentially >20 % dilution within six weeks of the meeting or face delisting. Granting a 1-for-10 to 1-for-100 reverse split range signals severe price weakness; the wider the ratio selected, the stronger the negative market signal. While replacing warrants with convertible preferred simplifies the capital stack and removes warrant overhang, the low US$0.392 conversion price could flood the market with up to c.15 m new shares post-split, eroding existing ownership. Approval would give the board tools to maintain listing, preserve institutional and retail trading liquidity and possibly lower financing costs; rejection heightens delisting and liquidity risks. Overall risk-reward tilts negative until management demonstrates compliance without excessive dilution.

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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) July 21, 2025

Commission
File Number Registrant,
State of Incorporation,
Address and Telephone Number I.R.S. Employer
Identification No.

1-3526 The Southern Company 58-0690070

(A Delaware Corporation)

30 Ivan Allen Jr. Boulevard, N.W.

Atlanta, Georgia 30308

(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			Common Stock, par value $5 per share			SO			New York Stock Exchange
The Southern Company			Series 2017B 5.25% Junior Subordinated Notes due 2077			SOJC			New York Stock Exchange
The Southern Company			Series 2020A 4.95% Junior Subordinated Notes due 2080			SOJD			New York Stock Exchange
The Southern Company			Series 2020C 4.20% Junior Subordinated Notes due 2060			SOJE			New York Stock Exchange
The Southern Company			Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081			SO 81			New York Stock Exchange
The Southern Company			Series 2025A 6.50% Junior Subordinated Notes due 2085			SOJF			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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2025, the Board of Directors of The Southern Company (the “Company”) elected a new director, Mr. John M. Turner, Jr., effective as of September 1, 2025. Mr. Turner has served as President of Regions Financial Corporation (“Regions”) since December 2017 and Chief Executive Officer since July 2018. Mr. Turner joined Regions’ Board of Directors in July 2018 and was named Chairman in April 2024.

Committee assignments for Mr. Turner have not yet been determined. When available, such committee assignments will be reported by an amendment to this Current Report on Form 8-K.

No arrangement or understanding exists between Mr. Turner and any other person pursuant to which he was selected as a director. Mr. Turner will participate in the Company’s standard non-employee director cash and equity compensation program as more fully described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 11, 2025.

In addition, on July 21, 2025, the Board of Directors of the Company appointed Matthew M. Kim as Comptroller of the Company, effective July 31, 2025.

Mr. Kim, 49, has served as Treasurer of the Company since March 2025 and as Senior Vice President of Finance for Southern Company Services, Inc. since November 2022. Previously, Mr. Kim served as Vice President and Controller of Southern Company Gas from 2015 to November 2022. In his new role, Mr. Kim’s base salary will be $425,000 per year, his annual incentive compensation target will be 50% of base salary and his annual long-term equity incentive compensation target will be 70% of base salary.

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: July 23, 2025			THE SOUTHERN COMPANY
			By			/s/Melissa K. Caen
						Melissa K. Caen Assistant Secretary

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