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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.
The Southern Company is the issuer of common stock covered by a notice of proposed sale. The filing relates to 100 shares of common stock, associated with a Performance Stock Vest for compensatory payment dated 02/27/2024, with Merrill Lynch listed in the securities information section.
The seller, Matthew Kim, is also reported to have sold 100 shares of common stock on 06/01/2026 and another 100 shares on 07/01/2026. The common stock is listed on the NYSE.
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.
Southern Company’s comptroller, Matthew M. Kim, reported a small open-market sale of common stock. On 2026-07-01, he sold 100 shares of Southern Company Common Stock at $95.77 per share.
After this sale, Kim directly holds 6,588 shares and indirectly holds 1,212.1903 shares through a 401(k) plan. The filing shows no option exercises or derivative positions, indicating this was a straightforward, modest open-market sale alongside ongoing retirement-plan holdings.
Southern Company director Anthony F. Earley Jr. reported routine compensation-related awards rather than open-market trades. On July 1, 2026, he acquired 473.0866 deferred stock units tied to Southern Company common stock, bringing his deferred stock unit balance to 31,592.0786 units. He also received 229.9727 phantom stock units, increasing his phantom unit holdings to 858.9727 units.
Footnotes explain these are quarterly board retainers deferred under company plans. Deferred stock units will be settled in shares of common stock after his board service ends, while phantom stock units will be settled in cash based on the value of one Southern Company share. Both types of units also receive additional credits for reinvested dividends.
Southern Co director Shantella E. Cooper received a grant of 473.0866 deferred stock units as part of her quarterly director equity retainer. These units were awarded under the Southern Company 2021 Equity and Incentive Compensation Plan and deferred into the Deferred Compensation Plan for Outside Directors.
Each deferred stock unit represents the right to receive one share of Southern Company common stock, generally after her Board service ends. Following this award, she holds a total of 32,605.9488 deferred stock units directly, with no exercise or expiration date on these units.
Southern Company director William G. Smith Jr. received a grant of deferred stock units as part of his regular director compensation. He acquired 867.3255 deferred stock units valued at $95.12 per unit under the Southern Company 2021 Equity and Incentive Compensation Plan and deferred them into the Deferred Compensation Plan for Outside Directors. Each unit represents the right to receive one share of Southern Company common stock, generally delivered after his Board service ends. Following this award and dividend reinvestment activity, his deferred stock unit balance stands at 163,012.5325 units.
MEADOR DAVID E reported acquisition or exercise transactions in this Form 4 filing.
Southern Company director David E. Meador received a grant of 801.619 deferred stock units as part of his quarterly director cash and equity retainers. These units were awarded under the Southern Company 2021 Equity and Incentive Compensation Plan and deferred into the Deferred Compensation Plan for Outside Directors.
Each deferred stock unit represents the right to receive one share of Southern Company common stock, to be settled after Meador’s service on the Board ends as specified in his deferral elections. Following this award and dividend reinvestment activity, he holds a total of 9,452.0657 deferred stock units.
Southern Company director David J. Grain received a routine compensation award of deferred stock units. On this date, he acquired 854.1842 deferred stock units tied to Southern Company common stock, reflecting quarterly director cash and equity retainers under the 2021 Equity and Incentive Compensation Plan.
After this award, Grain directly holds a total of 86,881.3948 deferred stock units. These units are settled in shares of Southern Company common stock after his service on the Board ends, according to his elections under the Deferred Compensation Plan, and the total includes units credited through dividend reinvestment.