Southern Company officer James Y. Kerr II, Chairman, President & CEO of GAS, reported charitable gifts of Southern Company common stock. On December 3, 2025, he made bona fide gifts of 11,300 and 6,800 shares of Southern Company common stock, each recorded at a price of $0, reflecting that these were donations rather than sales. After these transactions, he continues to hold Southern Company common stock indirectly through a 401(k) plan, with 34,381.9678 shares listed as indirectly owned. These transactions are reported as gifts to a charitable organization.
Southern Company (SO) reported an insider transaction by its EVP & COO, Stanley W. Connally, Jr. On 11/06/2025, he made a gift (Code G) of 2,413 shares of Southern Company common stock at a stated price of $0, as the shares were donated to a donor advised fund.
After the transaction, his beneficial ownership stood at 147,006 shares held directly and 15,381.7755 shares held indirectly through a 401(k). The filing indicates the transaction type and post-transaction holdings; it does not reflect an open-market sale.
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 launched a primary offering of 35,000,000 2025 Series A Equity Units, each with a $50 stated amount, initially issued as Corporate Units. The underwriters have an option to buy up to 5,000,000 additional Corporate Units. The Company intends to list the Corporate Units on the NYSE under SOMN, subject to approval.
Each Corporate Unit includes a stock purchase contract and 1/40 interests in two series of Remarketable Senior Notes (due 2030 and 2033). Holders will purchase common stock on December 15, 2028 under the contract, with quarterly contract adjustment payments and RSN interest prior to settlement. The RSNs are expected to be remarketed in 2028, after which interest terms reset as described.
The Company plans to use proceeds to repurchase portions of its Series 2023A 3.875% Convertible Senior Notes and Series 2024A 4.50% Convertible Senior Notes, repay $407 million of short‑term debt as of October 31, 2025, address remaining 2023A notes at maturity, and fund a proposed par redemption of $1.25 billion of Series 2020B Junior Subordinated Notes, with any remainder for general corporate purposes.
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.