Southern Co 8-K Filing

FAQ

Key Financial Figures

• $5 — outhern Company Common Stock, par value $5 per share SO New York Stock Exchange T
• $50 — h Corporate Unit has a stated amount of $50 and is comprised of (i) a purchase cont
• $1,000 — ivided beneficial ownership interest in $1,000 principal amount of the Company's Serie

Filing Documents

• so-20251103.htm (8-K) — 52KB
• ex16socoequityunits-underw.htm (EX-1.6) — 265KB
• ex4-2asoutherncompanyx35th.htm (EX-4.2A) — 289KB
• ex4-2bsoutherncompanyx36th.htm (EX-4.2B) — 293KB
• ex4-9socoequityunitsxpurch.htm (EX-4.9) — 1385KB
• ex5-1soco2025equityunitsex.htm (EX-5.1) — 27KB
• ex8-1soco2025seriesaequity.htm (EX-8.1) — 10KB
• image_0.jpg (GRAPHIC) — 0KB
• image_01.jpg (GRAPHIC) — 0KB
• 0000092122-25-000094.txt ( ) — 2865KB
• so-20251103.xsd (EX-101.SCH) — 4KB
• so-20251103_def.xml (EX-101.DEF) — 17KB
• so-20251103_lab.xml (EX-101.LAB) — 33KB
• so-20251103_pre.xml (EX-101.PRE) — 18KB
• so-20251103_htm.xml (XML) — 7KB

01. Other Events

Item 8.01. Other Events . On November 3, 2025, The Southern Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with the underwriters named in Schedule I thereto (the "Underwriters"), for whom BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC are acting as representatives, covering the issuance and sale of 35,000,000 equity units, initially in the form of corporate units (the "Corporate Units"). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option to purchase up to an additional 5,000,000 Corporate Units to cover over-allotments. On November 6, 2025, the Company completed its offering of the 40,000,000 Corporate Units, including the exercise in full of the Underwriters' over-allotment option. Each Corporate Unit has a stated amount of $50 and is comprised of (i) a purchase contract (each, a "stock purchase contract") which will obligate the holder to purchase from the Company, no later than December 15, 2028, a certain number of shares of the Company's common stock, $5 par value (the "Common Stock"), for $50 in cash; (ii) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company's Series 2025B Remarketable Senior Notes due 2030 (the "Series 2025B RSNs"); and (iii) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company's Series 2025C Remarketable Senior Notes due 2033 (the "Series 2025C RSNs" and, together with the Series 2025B RSNs, the "RSNs"). Total annual distributions on the Corporate Units will be at the rate of 7.125% of the stated amount, consisting of quarterly contract adjustment payments under the stock purchase contracts in the amount of 2.975% per year and interest on the RSNs in the amount of 4.15% per year. The RSNs were issued pursuant to the Senior Note Indenture, dated as of January 1, 2007 (the "Senior Note Indenture"), between the Company and Computershare Trust Company,

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 1.6 Underwriting Agreement, dated November 3 , 2025 , among the Company and the Underwriters named in Schedule I thereto . 4.2(a) Thirty-Fifth Supplemental Indenture to Senior Note Indenture, dated as of November 6, 2025, providing for the issuance of the Series 2025B RSNs . 4.2(b) Thirty-Sixth Supplemental Indenture to Senior Note Indenture, dated as of November 6, 2025, providing for the issuance of the Series 2025C RSNs . 4.7(a) Form of Series 2025B Remarketable Senior Note due 2030 of the Company (included in Exhibit 4.2(a) above). 4.7(b) Form of Series 2025C Remarketable Senior Note due 2033 of the Company (included in Exhibit 4.2(b) above). 4.9 Purchase Contract and Pledge Agreement, dated as of November 6, 2025, between the Company and U.S. Bank Trust Company, National Association, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary . 4.10(a) Form of Corporate Unit Certificate (included in Exhibit 4.9 above). 4.10(b) Form of Treasury Unit Certificate (included in Exhibit 4.9 above). 4.11 Form of Remarketing Agreement (included in Exhibit 4.9 above). 5.1 Opinion of Troutman Pepper Locke LLP relating to the Corporate Units . 8.1 Tax Opinion of Troutman Pepper Locke LLP relating to the Corporate Units . 23.1 Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1 above). 23.2 Consent of Troutman Pepper Locke LLP (included in Exhibit 8.1 above). 104 Cover Page Interactive Data File – The cover page iXBRL tags are embedded within the inline XBRL document. 3 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: November 6, 2025 THE SOUTHERN COMPANY By /s/Melissa K. Caen Melissa K. Caen Assistant Secretary 4

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