The Southern Company filed a Form 8-K with the SEC on August 3, 2026, disclosing the upsize and pricing of two private convertible senior note offerings totaling $2.375 billion in aggregate principal amount, along with a concurrent repurchase of approximately $369 million of existing convertible notes.

Key Highlights

  • Series 2026A offering sized at $725 million: The Southern Company priced $725 million aggregate principal amount of 2.125% Convertible Senior Notes due December 15, 2027, an upsize of $75 million over the previously announced offering size.
  • Series 2026B offering sized at $1.65 billion: The company also priced $1.65 billion aggregate principal amount of 3.50% Convertible Senior Notes due September 15, 2029, an upsize of $150 million over the previously announced offering size.
  • Overallotment options granted: Initial purchasers received options to buy up to an additional $108.75 million of the Series 2026A notes and up to an additional $247.5 million of the Series 2026B notes, exercisable within 13 days of first issuance.
  • Concurrent repurchase of existing notes: The company entered into privately negotiated transactions to repurchase approximately $369 million aggregate principal amount of its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027.
  • Rule 144A private placements: Both offerings were made in private offerings to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

Southern Company's Convertible Note Offerings and Concurrent Note Repurchase

According to the filing, The Southern Company (Common Stock listed on the New York Stock Exchange under the symbol SO) issued a press release on August 3, 2026 announcing the upsize and pricing of two series of convertible senior notes sold in private placements. The Series 2026A Convertible Notes carry a 2.125% interest rate and mature on December 15, 2027, while the Series 2026B Convertible Notes carry a 3.50% interest rate and mature on September 15, 2029. The combined aggregate principal amount of the two offerings is $2.375 billion.

The filing disclosed that both series were upsized from their previously announced amounts. The Series 2026A offering was increased by $75 million and the Series 2026B offering by $150 million. The company also granted initial purchasers options to purchase additional amounts of each series, exercisable for settlement within a period of 13 days from, and including, the date the notes are first issued. If fully exercised, those options would add up to $108.75 million of Series 2026A notes and up to $247.5 million of Series 2026B notes.

Contemporaneously with the pricing of the new notes, the company reported entering into separate and privately negotiated transactions with a limited number of holders of its existing Series 2024A 4.50% Convertible Senior Notes due June 15, 2027, to repurchase approximately $369 million aggregate principal amount of those outstanding notes. The filing was signed by Melissa K. Caen, Assistant Secretary of The Southern Company.

What Was Disclosed

The Southern Company disclosed the upsize and pricing of $725 million in 2.125% Convertible Senior Notes due 2027 and $1.65 billion in 3.50% Convertible Senior Notes due 2029, both under Rule 144A, along with a concurrent repurchase of approximately $369 million of its existing 4.50% Convertible Senior Notes due 2027.