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 reported that Comptroller Matthew M. Kim sold 100 shares of Southern Company Common Stock on 2026-08-03 at $94.28 per share in an open market or private transaction pursuant to a Rule 10b5-1 trading plan.
After the sale he held 6,488 shares directly and 1,222.207 shares indirectly through a 401(k) plan.
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’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.