Southern Company 8-K, filed Aug 6, 2026

Summary

The Southern Company issued $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 a senior note indenture with U.S. Bank Trust Company, National Association as trustee. The notes were sold to initial purchasers in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and resold to qualified institutional buyers under Rule 144A.

Key points

• The amounts issued included $108,750,000 of Series 2026A and $247,500,000 of Series 2026B notes sold upon the initial purchasers' exercise of their over-allotment options.
• The Series 2026A notes have an initial conversion price of approximately $104.56 per share of common stock; the Series 2026B notes have an initial conversion price of approximately $118.50 per share.
• Both series are direct, unsecured and unsubordinated obligations that rank equally with Southern Company's other unsecured and unsubordinated debt, and neither is redeemable at the company's option.
• Holders may require Southern Company to repurchase the notes for cash at 100% of principal plus accrued interest upon a Fundamental Change, subject to conversion-rate adjustments for a Make-Whole Fundamental Change.

Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.