Southern Company announces upsize and pricing of $725 million in aggregate principal amount of Series 2026A 2.125% Convertible Senior Notes due December 15, 2027 and $1.65 billion in aggregate principal amount of Series 2026B 3.50% Convertible Senior Notes due September 15, 2029

ATLANTA , Aug. 3, 2026 /PRNewswire/ -- Southern Company (NYSE: SO ) today announced the pricing of $725 million in aggregate principal amount of its Series 2026A 2.125% Convertible Senior Notes due December 15, 2027 (the "Series 2026A Convertible Notes") and $1.65 billion in aggregate principal amount of its Series 2026B 3.50% Convertible Senior Notes due September 15, 2029 (the "Series 2026B Convertible Notes" and, together with the Series 2026A Convertible Notes, the "Convertible Notes") in private placements to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), reflecting upsizes of $75 million and $150 million over the previously announced offering sizes for the Series 2026A Convertible Notes and the Series 2026B Convertible Notes, respectively. In addition, Southern Company granted the initial purchasers of the Convertible Notes options to purchase, for settlement within a period of 13 days from, and including, the date the Convertible Notes are first issued, up to an additional $108.75 million in aggregate principal amount of the Series 2026A Convertible Notes and an additional $247.5 million in aggregate principal amount of the Series 2026B Convertible Notes. The offerings are expected to close on August 6, 2026, subject to customary closing conditions. Interest on the Convertible Notes will be paid semiannually at a rate of 2.125% per annum (in the case of the Series 2026A Convertible Notes) and 3.50% per annum (in the case of the Series 2026B Convertible Notes). The Series 2026A Convertible Notes will have an initial conversion rate of 9.5641 shares of Southern Company's common stock per $1,000 principal amount of the Series 2026A Convertible Notes (which is equal to an initial conversion price of approximately $104.56 per share of common stock), representing an initial conversion premium of approximately 12.5% above the last reported sale price of Southern Company's common stock on August 3, 2026. The Series 2026B Convertible Notes will have an initial conversion rate of 8.4389 shares of Southern Company's common stock per $1,000 principal amount of the Series 2026B Convertible Notes (which is equal to an initial conversion price of approximately $118.50 per share of common stock), representing an initial conversion premium of approximately 27.5% above the last reported sale price of Southern Company's common stock on August 3, 2026. These conversion rates are subject to adjustment in certain circumstances. The Convertible Notes will mature on December 15, 2027 (in the case of the Series 2026A Convertible Notes) and September 15, 2029 (in the case of the Series 2026B Convertible Notes), unless earlier repurchased or converted in accordance with their terms. Prior to September 15, 2027 (in the case of the Series 2026A Convertible Notes) or June 15, 2029 (in the case of the Series 2026B Convertible Notes), the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods. From and after September 15, 2027 (in the case of the Series 2026A Convertible Notes) or June 15, 2029 (in the case of the Series 2026B Convertible Notes), the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the applicable series of Convertible Notes. Upon conversion, Southern Company will pay cash up to the aggregate principal amount of the Convertible Notes of the applicable series to be converted and pay or deliver, as the case may be, cash, shares of Southern Company's common stock, or a combination of cash and shares of common stock, at Southern Company's election, in respect of the remainder, if any, of Southern Company's conversion obligation in excess of the aggregate principal amount of the Convertible Notes of the applicable series being converted. Southern Company estimates that the ne...