SOUTHERN CO

Southern Company announced the upsize and pricing of $2.375 billion in aggregate principal amount of convertible senior notes. This includes $725 million of Series 2026A 2.125% notes and $1.65 billion of Series 2026B 3.50% notes, reflecting upsizes of $75 million and $150 million respectively. The company plans to use approximately $403 million of the net proceeds to repurchase $369 million of its Series 2024A 4.50% Convertible Senior Notes, with the remainder allocated to short-term debt repayment and general corporate purposes.

Southern Company announced proposed private offerings of $650 million in convertible senior notes due 2027 and $1.5 billion in convertible senior notes due 2029, totaling $2.15 billion. The company also expects to grant initial purchasers options to buy an additional $322.5 million in notes. Proceeds from these offerings are intended to repurchase existing convertible notes and repay outstanding short-term debt.

Southern Company reported strong second-quarter 2026 earnings of $1.2 billion, or $1.03 per share, up from $0.9 billion, or $0.80 per share, in Q2 2025. Excluding certain items, earnings were $1.3 billion, or $1.13 per share. Operating revenues for the quarter increased slightly to $6.98 billion. CEO Chris Womack highlighted the company's strong performance, driven by economic development and demand for power in the Southeast.

The Southern Company has entered into an Equity Distribution Agreement with a syndicate of sales agents and forward purchasers. This agreement allows the company to offer and sell shares of its common stock through the sales agents, either directly or as principals. Additionally, the company may engage in forward sale agreements, where forward purchasers will borrow and sell shares to hedge, with Southern Co receiving proceeds upon future physical settlement.

The Southern Company held its Annual Meeting on May 13, 2026, where stockholders elected all twelve director nominees and approved the advisory vote on executive compensation. Shareholders also ratified Deloitte & Touche LLP as the independent auditor for 2026. Additionally, several amendments to the Company's Restated Certificate of Incorporation were approved, including authorizing additional common and preferred stock, providing for officer exculpation, and other modernizing changes. Stockholder proposals regarding an independent board chairman and a report on data center costs were not approved.

Southern Company reported first-quarter 2026 adjusted earnings of $1.5 billion, or $1.32 per share, an increase from $1.4 billion, or $1.23 per share, in Q1 2025. Operating revenues for the quarter rose 8.0% to $8.4 billion. The company attributed adjusted earnings growth to higher utility revenues, partially offset by milder weather and increased interest expense. Management emphasized ongoing investments in infrastructure to support regional growth while maintaining reliability and stable rates for customers.