Southern Co (NYSE: SOJF) adjusts rate on 2023A convertible notes

Rhea-AI Filing Summary

The Southern Company filed an 8-K to announce an adjustment to the conversion rate for its Series 2023A 3.875% Convertible Senior Notes due December 15, 2025. A formal notice of this change is provided as Exhibit 99.1.

The company also explains that future conversion rate adjustments for these notes, its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027, its Series 2025A 3.25% Convertible Senior Notes due June 15, 2028, and any later convertible notes will be disclosed in the fixed income section of its investor relations website.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0000092122FALSE00000921222025-09-152025-09-150000092122us-gaap:CommonStockMember2025-09-152025-09-150000092122so:Series2017B5.25JuniorSubordinatedNotesDue2077Member2025-09-152025-09-150000092122so:Series2020A4.95JuniorSubordinatedNotesDue2080Member2025-09-152025-09-150000092122so:Series2020C420JuniorSubordinatedNotesDue2060Member2025-09-152025-09-150000092122so:Series2021B1875FixedToFixedResetRateJuniorSubordinatedNotesDue2081Member2025-09-152025-09-150000092122so:Series2025A6.50JuniorSubordinatedNotesDue2085Member2025-09-152025-09-15

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) September 15, 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 7.01. Regulation FD Disclosure.

On September 15, 2025, The Southern Company (the “Company”) announced an adjustment (the “Adjustment”) to the conversion rate for its Series 2023A 3.875% Convertible Senior Notes due December 15, 2025 (the “Series 2023A Convertible Senior Notes”). The notice of the Adjustment is attached as Exhibit 99.1 to this Current Report on Form 8-K and will also be posted to the fixed income section of the Company’s investor relations website — https://investor.southerncompany.com/fixed-income/default.aspx — under the “Additional Information” heading. The Company advises that it intends to make public disclosures in this location of its website for conversion rate adjustments (if any) for the Series 2023A Convertible Senior Notes, its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027, its Series 2025A 3.25% Convertible Senior Notes due June 15, 2028 and other convertible notes (if any) it issues in the future.

Item 9.01.			Financial Statements and Exhibits.
(d) Exhibits.
99.1			Notice to Holders of the Series 2023A Convertible Senior Notes.
104			Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document.

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: September 15, 2025			THE SOUTHERN COMPANY
			By			/s/Melissa K. Caen
						Melissa K. Caen Assistant Secretary

2

FAQ

What did The Southern Company (SOJF) disclose in this 8-K filing?

The Southern Company disclosed an adjustment to the conversion rate for its Series 2023A 3.875% Convertible Senior Notes due December 15, 2025. The company attached a formal notice as Exhibit 99.1 and highlighted where future conversion rate changes will be posted online.

Which notes are affected by Southern Company’s announced conversion rate adjustment?

The filing specifically addresses the conversion rate for The Southern Company’s Series 2023A 3.875% Convertible Senior Notes due December 15, 2025. The formal details of this adjustment are contained in the notice to holders included as Exhibit 99.1 to the current report.

Where will Southern Company (SOJF) post future conversion rate adjustments?

The Southern Company states it will post conversion rate adjustments for its convertible notes in the fixed income section of its investor relations website, under the “Additional Information” heading, providing a centralized online location for holders to review future changes.

Which other Southern Company convertible notes will have future adjustments posted online?

The company intends to post conversion rate adjustments for its Series 2023A 3.875%, Series 2024A 4.50% due June 15, 2027, Series 2025A 3.25% due June 15, 2028, and any additional future convertible notes in the fixed income section of its investor relations website.

What exhibits are included with The Southern Company’s 8-K about conversion adjustments?

The 8-K includes Exhibit 99.1, a notice to holders of the Series 2023A Convertible Senior Notes describing the conversion rate adjustment, and Exhibit 104, which provides the cover page interactive data file with embedded inline XBRL tags for electronic reporting and data accessibility.