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The Southern Company agreed to issue and sell $1,300,000,000 of Series 2026A 6.00% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due April 1, 2058. The company entered into an Underwriting Agreement with a syndicate led by Citigroup, J.P. Morgan, Mizuho, Morgan Stanley and U.S. Bancorp.
The new junior subordinated notes are registered under an existing shelf registration statement and are governed by a Seventeenth Supplemental Indenture. Legal and tax opinions, as well as the form of note and related consents, are filed as exhibits.
Southern Company submitted a Form 144 notice reporting proposed sales of Common Stock tied to recent vesting of equity awards. The filing lists vested restricted stock units and performance stock units with example vesting amounts including 9,853, 1,249, 1,202, 144, and 52 shares on 02/05/2025 and 02/13/2025.
The entries are labeled as Compensatory Payment and the form indicates these securities are presented for sale under the Form 144 resale notice; timing and the broker/dealer method are not detailed in the excerpt.
The Southern Company is offering Series 2026A % Fixed-to-Fixed Reset Rate Junior Subordinated Notes due April 1, 2058, subject to completion. The notes bear an initial fixed rate through April 1, 2033 and thereafter reset on five‑year anniversaries to the Five‑Year Treasury Rate plus a spread, with a stated floor equal to the initial rate.
The notes are junior, unsecured and structurally subordinated to the Company’s senior indebtedness. The Company may defer interest for one or more periods up to 10 consecutive years, may redeem the notes under specified tax, rating or other events, and does not intend to list the notes. Net proceeds are to repay an uncommitted credit facility of $100,000,000 and commercial paper that aggregated $962,000,000 as of March 13, 2026, with any remainder for general corporate purposes.
Southern Co EVP & CHRO Sloane N. Drake reported routine equity compensation activity. On March 8, 2026, the final one-third of performance restricted stock units granted on March 8, 2023 vested, resulting in 1,420 shares of Southern Company common stock, including 145 dividend equivalent units, being acquired at no cost.
To cover required state and federal taxes, 633 shares were withheld at $97.48 per share, leaving a net increase of 787 directly held shares. After these transactions, Drake directly owns 38,932 shares of common stock and indirectly holds 2,621.475 shares through a 401(k) plan. No derivative awards remain from this grant.
Southern Company executive Spainhour Sterling A Jr., EVP & CLO, reported a discretionary transaction involving Southern Company Common Stock tied to his 401(k) plan. On March 6, 2026, he sold 6,330.0066 shares at $97.64 per share in connection with a 401(k) rebalancing, leaving 704.2169 shares held indirectly through the plan. Following this filing, he also reported owning 38,552 shares of Southern Company Common Stock directly.
The Southern Company ownership filing shows JPMorgan Chase & Co. beneficially owns 41,304,187 shares of Common Stock, representing 3.7% of the class as reported.
The filing states JPMorgan has sole voting power for 33,147,611 shares, shared voting power for 714,544 shares, sole dispositive power for 40,679,659 shares and shared dispositive power for 616,228. Several JPMorgan affiliates and trusts are identified as holders of the reported position.
Southern Company director Anthony F. Earley Jr. reported a charitable stock gift. On the reported date, he disposed of 15,000 shares of Southern Company common stock as a bona fide gift, with no sale proceeds. The footnote explains this was a charitable donation to a donor advised fund. After the donation, his directly owned position stood at 9,261 shares, indicating he retains a meaningful, but reduced, personal stake in the company.
Southern Company Comptroller Matthew M. Kim reported an open-market sale of Southern Company common stock. He sold 5,123 shares at a price of $95.15 per share, leaving him with 6,888 shares of direct ownership. In addition, he reported indirect ownership of 1,203.0238 shares held through a 401(k) plan, reflecting his retirement-plan holdings rather than a new trade.
SOUTHERN CO. reported Form 144 transactions involving the disposition of common stock tied to compensatory awards and one open-market purchase. The filing lists multiple Restricted Stock Unit and Performance Stock Unit vests dated between 02/13/2024 and 02/11/2026, including example vests of 844 and 744 shares and an open-market purchase of 78 shares on 06/02/2025. These entries reflect planned or completed transfers under compensatory arrangements.
Southern Company reported lower GAAP results but stronger underlying performance for the three and twelve months ended December 31, 2025. Fourth-quarter earnings were $416 million, or $0.38 per share, down from $534 million, or $0.49 per share, a year earlier. Full-year 2025 earnings were $4.3 billion, or $3.94 per share, compared with $4.4 billion, or $4.02 per share, in 2024.
Excluding items such as losses on plants under construction, accelerated depreciation from wind repowering, debt extinguishment costs, an estimated Nicor Gas capital investment loss, and tax adjustments, non-GAAP earnings rose. Adjusted EPS was $0.55 in the fourth quarter, up from $0.50, and $4.30 for 2025, up from $4.05. Operating revenues increased to $6.98 billion in the quarter and $29.55 billion for the year, up 10.1% and 10.6%, driven by higher retail and wholesale electric revenues and natural gas revenues.
Segment results were mixed. Traditional electric operating companies grew full-year net income available to common, including notable improvement at Georgia Power, while Southern Power and Southern Company Gas saw weaker reported net income. Retail kilowatt-hour sales rose 1.6% for 2025 with customer growth at the regulated utilities.