Every 8-K that Southern (SO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SO filings page.
The Southern Company issued two privately placed series of convertible senior notes: $833,750,000 of 2.125% Series 2026A Convertible Senior Notes due December 15, 2027 and $1,897,500,000 of 3.50% Series 2026B Convertible Senior Notes due September 15, 2029, under its Senior Note Indenture with U.S. Bank Trust Company as trustee.
Both series are direct, unsecured and unsubordinated obligations, effectively subordinated to secured debt, and are not redeemable at the Company’s option. Holders may convert before final conversion periods only if stock-price or trading-price conditions are met or upon specified corporate events; later in each term, conversion is permitted at any time. The initial conversion rates are 9.5641 shares per $1,000 principal for the 2026A notes (initial conversion price $104.56) and 8.4389 shares per $1,000 for the 2026B notes (initial conversion price $118.50), with adjustments for certain events and potential conversion-rate increases upon a Make-Whole Fundamental Change.
Conversions will be settled in cash up to principal and, at the Company’s election, in cash, stock or a combination for any excess obligation. Upon a Fundamental Change (other than an Excluded Fundamental Change), holders can require repurchase at 100% of principal plus accrued interest, and Events of Default allow acceleration. The notes were sold to initial purchasers under Section 4(a)(2) of the Securities Act for resale under Rule 144A. The related conversion shares are unregistered; initially, up to 8,970,816 shares may be issued for the 2026A notes and up to 20,416,341 shares for the 2026B notes, based on an initial maximum conversion rate of 10.7596 shares per $1,000 principal.
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.
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.
Southern Company reported stronger results for the quarter and six months ended June 30, 2026. Second-quarter net income attributable to common shareholders was $1.2 billion, or $1.03 per share, up from $880 million, or $0.80 per share, a year earlier. For the first half of 2026, net income was $2.5 billion, or $2.24 per share, compared with $2.2 billion, or $2.01 per share, in 2025.
Excluding items such as accelerated depreciation from wind facility repowering, debt extinguishment costs, Nicor Gas investment disallowances, tax adjustments, and a state tax refund, non-GAAP EPS was $1.13 in Q2 2026 versus $0.92, and $2.46 year-to-date versus $2.15. Year-to-date operating revenues rose to $15.4 billion from $14.7 billion, driven by higher wholesale revenues, natural gas revenues, and modest retail growth.
Traditional electric operating companies and Southern Company Gas posted higher earnings, while Southern Power recorded a loss. The company highlights significant ongoing repowering-related depreciation charges at Southern Power and notes projected remaining pre-tax charges of approximately $205 million in 2026 and $120 million in 2027.
The Southern Company established an equity distribution program allowing the sale of up to 50,000,000 shares of common stock under a new Equity Distribution Agreement. Shares may be sold from time to time through multiple sales agents, either as agents or principals, and via forward and collared forward sale agreements with designated forward purchasers.
The company will receive cash when it sells shares directly or upon physical settlement of forward transactions, while it will not initially receive proceeds from the sale of borrowed shares used to hedge these forwards. Sales agents and forward sellers may earn commissions of up to 1.00% of the share sale price. All shares are registered on an existing shelf registration statement.
The Southern Company reported the results of its Annual Meeting of Stockholders held on May 13, 2026. Stockholders elected twelve director nominees, each receiving about 97% to 99% of votes cast. For example, Janaki Akella received 784,876,449 votes for, or 98.68% of votes cast, and John M. Turner, Jr. received 787,367,826 votes for, or 99.00% of votes cast.
The filing also lists several other stockholder voting results on ten matters overall, with detailed counts for votes for, votes against, abstentions, and broker non-votes. In addition, the company filed as exhibits a Certificate of Amendment and a Restated Certificate of Incorporation, each dated and effective May 13, 2026.
Southern Company reported first-quarter 2026 net income of $1.356 billion, or $1.21 per share, essentially unchanged from $1.334 billion and $1.21 per share a year earlier. Operating revenues rose to $8.4 billion from $7.8 billion, reflecting higher wholesale electric and natural gas revenues.
On a non-GAAP basis, excluding items such as $154 million of accelerated depreciation on wind repowering, $11 million of debt extinguishment costs, and a $2 million Nicor Gas-related loss, net income was $1.486 billion, or $1.32 per share, up from $1.356 billion, or $1.23 per share. Traditional electric utilities and Southern Company Gas drove most of the earnings, while Southern Power’s reported net income declined sharply due to repowering-related charges.
The Southern Company agreed to issue and sell $1,300,000,000 of Series 2026A 6.00% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due April 1, 2058. The company entered into an Underwriting Agreement with a syndicate led by Citigroup, J.P. Morgan, Mizuho, Morgan Stanley and U.S. Bancorp.
The new junior subordinated notes are registered under an existing shelf registration statement and are governed by a Seventeenth Supplemental Indenture. Legal and tax opinions, as well as the form of note and related consents, are filed as exhibits.
Southern Company reported lower GAAP results but stronger underlying performance for the three and twelve months ended December 31, 2025. Fourth-quarter earnings were $416 million, or $0.38 per share, down from $534 million, or $0.49 per share, a year earlier. Full-year 2025 earnings were $4.3 billion, or $3.94 per share, compared with $4.4 billion, or $4.02 per share, in 2024.
Excluding items such as losses on plants under construction, accelerated depreciation from wind repowering, debt extinguishment costs, an estimated Nicor Gas capital investment loss, and tax adjustments, non-GAAP earnings rose. Adjusted EPS was $0.55 in the fourth quarter, up from $0.50, and $4.30 for 2025, up from $4.05. Operating revenues increased to $6.98 billion in the quarter and $29.55 billion for the year, up 10.1% and 10.6%, driven by higher retail and wholesale electric revenues and natural gas revenues.
Segment results were mixed. Traditional electric operating companies grew full-year net income available to common, including notable improvement at Georgia Power, while Southern Power and Southern Company Gas saw weaker reported net income. Retail kilowatt-hour sales rose 1.6% for 2025 with customer growth at the regulated utilities.
The Southern Company filed an amended current report to update governance information related to a recently elected director. The filing reports that, effective February 16, 2026, the Board appointed Mr. John M. Turner, Jr. to the Finance Committee and the Operations, Environmental and Safety Committee. These appointments follow his earlier election to the Board, which had been disclosed previously before committee assignments were determined.
Georgia Power, a subsidiary of The Southern Company, has reached a settlement agreement with the Georgia Public Service Commission Public Interest Advocacy Staff that would resolve its All-Source Certification Proceeding for 2028-2031 if approved. The agreement covers approval and certification of 9,885 megawatts of requested resources at each project’s individual cost. It includes Company-owned projects with approximately $16.3 billion of projected capital investment, excluding allowance for funds used during construction, with about $14 billion expected between 2026 and 2029, subject to construction monitoring by the Georgia PSC.
Georgia Power would also agree to file its next base rate case so that incremental revenue from large load customers provides downward pressure of at least $556 million per year for 2029-2031. This amount is described as equivalent to about $8.50 per month, or approximately $102 per year, for a typical residential customer using 1,000 kilowatt-hours per month. The settlement requires Georgia PSC approval, with a vote scheduled for December 19, 2025, and the ultimate outcome remains uncertain.
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 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.
On July 10, 2025, The Southern Company (NYSE: SO) filed an 8-K announcing a planned CFO transition. Current Comptroller David P. Poroch (age 56) will become Executive Vice President & Chief Financial Officer effective July 31, 2025. He succeeds Daniel S. Tucker, who will step down the same day, continue as senior advisor to the CEO and retire on October 1, 2025. Post-retirement, Tucker will provide consulting services to Southern Company Services from Oct 1 2025–Sep 30 2027 for $300,000 cash per year. Poroch’s new-role compensation has not yet been determined; material changes will be disclosed in an amended filing. No other operational or financial metrics were included.