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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.
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.
Matthew M. Kim, identified as an officer (Comptroller) of Southern Company, reports beneficial ownership of common stock held directly and indirectly. He directly owns 9,087 shares and indirectly holds 2,803.97 shares in a 401(k) account. In addition, Mr. Kim holds restricted stock units and phantom stock units that convert to common shares at settlement: 635, 308, 366.75, and 844 shares from four separate awards, each with specified vesting schedules. The filing is an amendment that corrects the prior total by adding an omitted 78 shares to the reported beneficial ownership. Several awards vest over future years, and certain deferred compensation units were acquired at historical unit prices and pay out in cash upon termination under the plan.