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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


			Date of Report (Date of earliest event reported)			September 15, 2025

Commission
File Number

Registrant,
State of Incorporation,
Address and Telephone Number

I.R.S. Employer
Identification No.

1-3526

The Southern Company

58-0690070

(A Delaware Corporation)

30 Ivan Allen Jr. Boulevard, N.W.

Atlanta, Georgia 30308

(404) 506-5000

The name and address of the registrant have not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
The Southern Company	Common Stock, par value $5 per share	SO	New York Stock Exchange
The Southern Company	Series 2017B 5.25% Junior Subordinated Notes due 2077	SOJC	New York Stock Exchange
The Southern Company	Series 2020A 4.95% Junior Subordinated Notes due 2080	SOJD	New York Stock Exchange
The Southern Company	Series 2020C 4.20% Junior Subordinated Notes due 2060	SOJE	New York Stock Exchange
The Southern Company	Series 2021B 1.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2081	SO 81	New York Stock Exchange
The Southern Company	Series 2025A 6.50% Junior Subordinated Notes due 2085	SOJF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 7.01.			Regulation FD Disclosure.

On September 15, 2025, The Southern Company (the “Company”) announced an adjustment (the “Adjustment”) to the conversion rate for its Series 2023A 3.875% Convertible Senior Notes due December 15, 2025 (the “Series 2023A Convertible Senior Notes”). The notice of the Adjustment is attached as Exhibit 99.1 to this Current Report on Form 8-K and will also be posted to the fixed income section of the Company’s investor relations website — https://investor.southerncompany.com/fixed-income/default.aspx — under the “Additional Information” heading. The Company advises that it intends to make public disclosures in this location of its website for conversion rate adjustments (if any) for the Series 2023A Convertible Senior 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 other convertible notes (if any) it issues in the future.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits.

99.1			Notice to Holders of the Series 2023A Convertible Senior Notes.

104			Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 15, 2025	THE SOUTHERN COMPANY
	By	/s/Melissa K. Caen
		Melissa K. Caen Assistant Secretary

EX-99.1 2 noticetoholdersof2023aconv.htm EX-99.1 Document

Exhibit 99.1

NOTICE TO HOLDERS
OF
THE SOUTHERN COMPANY
SERIES 2023A 3.875% CONVERTIBLE SENIOR NOTES

DUE DECEMBER 15, 2025
(CUSIP 842587DP9)

Reference is made to that certain Senior Note Indenture, dated as of January 1, 2007, between The Southern Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as successor trustee (the “Trustee”), as amended and supplemented by that certain Twenty-Seventh Supplemental Indenture, dated as of February 28, 2023 (the “Supplemental Indenture”), between the Company and the Trustee, pursuant to which the Company issued its Series 2023A 3.875% Convertible Senior Notes due December 15, 2025 (the “Series 2023A Notes”). Capitalized terms used in this notice which are defined in the Supplemental Indenture and are not otherwise defined herein have the meanings specified for those terms in the Supplemental Indenture.

Notice is hereby provided pursuant to Section 2.05(m) of the Supplemental Indenture that an adjustment to the Conversion Rate for the Series 2023A Notes has been made pursuant to Sections 2.05(d) and 2.05(i) of the Supplemental Indenture.

Background

Section 2.05(d) of the Supplemental Indenture provides that the Conversion Rate for the Series 2023A Notes shall be adjusted if the Ex-Dividend Date occurs for any cash dividend or distribution by the Company to all or substantially all holders of the outstanding shares of Common Stock (other than a regular quarterly cash distribution that does not exceed the Distribution Threshold). The Distribution Threshold is $0.70 per share of the Common Stock.

Under Section 2.05(i) of the Supplemental Indenture, notwithstanding anything to the contrary in the Supplemental Indenture, the Company will not be required to adjust the Conversion Rate unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that has not been made shall be made on September 15, 2025.

Since the issuance of the Series 2023A Notes, the Company has declared six regular quarterly cash dividends in excess of the Distribution Threshold. In the case of each such dividend payment, no adjustment was made to the Conversion Rate as the adjustment for such dividend (in each case taking into account all previously deferred adjustments pursuant to Section 2.05(i) of the Supplemental Indenture) would have required an increase in the Conversion Rate of less than one percent. Pursuant to Section 2.05(i) of the Supplemental Indenture, all previously deferred adjustments to the Conversion Rate are required to be made on September 15, 2025.

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Adjustments

Effective on September 15, 2025, the Conversion Rate set forth in Section 1.02 of the Supplemental Indenture is adjusted to 11.9035 shares of the Common Stock (subject to future adjustment as provided in the Supplemental Indenture) per $1,000 principal amount of the Series 2023A Notes.

The adjustment to the Conversion Rate was calculated using the formula in Section 2.05(d) of the Supplemental Indenture.

THE SOUTHERN COMPANY

Dated: September 15, 2025

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