GEORGIA POWER COGPJA
GEORGIA POWER CO Debt Disclosure
FINANCING
Long-term Debt
Details of long-term debt at December 31, 2025 and 2024 are provided in the following table:
At December 31, 2025 | Balance Outstanding at December 31, | ||||||||||||||||||||||
| Maturity | Weighted Average Interest Rate | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Southern Company | |||||||||||||||||||||||
Senior notes(a) | 2026-2075 | 4.38% | $ | 49,922 | $ | 44,862 | |||||||||||||||||
| Junior subordinated notes | 2027-2085 | 4.82% | 9,922 | 7,389 | |||||||||||||||||||
FFB loans(b) | 2026-2044 | 2.88% | 4,617 | 4,703 | |||||||||||||||||||
Revenue bonds(c) | 2026-2063 | 3.14% | 3,323 | 3,379 | |||||||||||||||||||
First mortgage bonds(d) | 2026-2065 | 3.93% | 2,925 | 2,775 | |||||||||||||||||||
| Medium-term notes | 2026-2027 | 7.03% | 84 | 84 | |||||||||||||||||||
| Other long-term debt | 2026-2045 | 4.56% | 603 | 209 | |||||||||||||||||||
Finance lease obligations(e) | 768 | 287 | |||||||||||||||||||||
| Unamortized fair value adjustment | 249 | 275 | |||||||||||||||||||||
| Unamortized debt premium (discount), net | (56) | (58) | |||||||||||||||||||||
| Unamortized debt issuance expenses | (488) | (419) | |||||||||||||||||||||
| Total long-term debt | 71,869 | 63,486 | |||||||||||||||||||||
Less: Amount due within one year(a) | 6,220 | 4,718 | |||||||||||||||||||||
| Total long-term debt excluding amount due within one year | $ | 65,649 | $ | 58,768 | |||||||||||||||||||
| Alabama Power | |||||||||||||||||||||||
| Senior notes | 2026-2075 | 4.02% | $ | 10,725 | $ | 9,875 | |||||||||||||||||
Revenue bonds(c) | 2026-2063 | 3.11% | 1,300 | 1,300 | |||||||||||||||||||
| Other long-term debt | 2026-2030 | 5.32% | 65 | 61 | |||||||||||||||||||
Finance lease obligations(e) | 12 | 4 | |||||||||||||||||||||
| Unamortized debt premium (discount), net | (20) | (19) | |||||||||||||||||||||
| Unamortized debt issuance expenses | (69) | (67) | |||||||||||||||||||||
| Total long-term debt | 12,013 | 11,154 | |||||||||||||||||||||
| Less: Amount due within one year | 625 | 655 | |||||||||||||||||||||
| Total long-term debt excluding amount due within one year | $ | 11,388 | $ | 10,499 | |||||||||||||||||||
| Georgia Power | |||||||||||||||||||||||
| Senior notes | 2026-2074 | 4.48% | $ | 13,692 | $ | 11,292 | |||||||||||||||||
| Junior subordinated notes | 2077 | 5.00% | 270 | 270 | |||||||||||||||||||
FFB loans(b) | 2026-2044 | 2.88% | 4,617 | 4,703 | |||||||||||||||||||
Revenue bonds(c) | 2026-2062 | 3.16% | 1,923 | 1,968 | |||||||||||||||||||
| Other long-term debt | 2026 | 4.59% | 400 | — | |||||||||||||||||||
Finance lease obligations(e) | 734 | 261 | |||||||||||||||||||||
| Unamortized debt premium (discount), net | (17) | (21) | |||||||||||||||||||||
| Unamortized debt issuance expenses | (127) | (123) | |||||||||||||||||||||
| Total long-term debt | 21,492 | 18,350 | |||||||||||||||||||||
| Less: Amount due within one year | 1,370 | 966 | |||||||||||||||||||||
| Total long-term debt excluding amount due within one year | $ | 20,122 | $ | 17,384 | |||||||||||||||||||
At December 31, 2025 | Balance Outstanding at December 31, | ||||||||||||||||||||||
| Maturity | Weighted Average Interest Rate | 2025 | 2024 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Mississippi Power | |||||||||||||||||||||||
| Senior notes | 2026-2055 | 4.40% | $ | 1,675 | $ | 1,575 | |||||||||||||||||
Revenue bonds(c) | 2027-2052 | 2.94% | 101 | 111 | |||||||||||||||||||
Finance lease obligations(e) | 19 | 14 | |||||||||||||||||||||
| Unamortized debt premium (discount), net | 1 | 2 | |||||||||||||||||||||
| Unamortized debt issuance expenses | (10) | (9) | |||||||||||||||||||||
| Total long-term debt | 1,786 | 1,693 | |||||||||||||||||||||
| Less: Amount due within one year | 66 | 12 | |||||||||||||||||||||
| Total long-term debt excluding amount due within one year | $ | 1,720 | $ | 1,681 | |||||||||||||||||||
| Southern Power | |||||||||||||||||||||||
Senior notes(a) | 2026-2046 | 4.65% | $ | 2,963 | $ | 2,695 | |||||||||||||||||
| Unamortized debt premium (discount), net | (6) | (4) | |||||||||||||||||||||
| Unamortized debt issuance expenses | (17) | (11) | |||||||||||||||||||||
| Total long-term debt | 2,940 | 2,680 | |||||||||||||||||||||
Less: Amount due within one year(a) | 587 | 500 | |||||||||||||||||||||
| Total long-term debt excluding amount due within one year | $ | 2,353 | $ | 2,180 | |||||||||||||||||||
| Southern Company Gas | |||||||||||||||||||||||
| Senior notes | 2026-2051 | 4.46% | $ | 5,999 | $ | 5,375 | |||||||||||||||||
First mortgage bonds(d) | 2026-2065 | 3.93% | 2,925 | 2,775 | |||||||||||||||||||
| Medium-term notes | 2026-2027 | 7.03% | 84 | 84 | |||||||||||||||||||
| Other long-term debt | 2026-2045 | 3.81% | 68 | 68 | |||||||||||||||||||
| Unamortized fair value adjustment | 249 | 275 | |||||||||||||||||||||
| Unamortized debt premium (discount), net | (11) | (9) | |||||||||||||||||||||
| Unamortized debt issuance expenses | (40) | (37) | |||||||||||||||||||||
| Total long-term debt | 9,274 | 8,531 | |||||||||||||||||||||
| Less: Amount due within one year | 531 | 302 | |||||||||||||||||||||
| Total long-term debt excluding amount due within one year | $ | 8,743 | $ | 8,229 | |||||||||||||||||||
(a)Includes a fair value gain (loss) related to Southern Power's foreign currency hedge on its euro-denominated senior notes of $23 million at December 31, 2025, which is also included in amount due within one year, and $(45) million at December 31, 2024.
(b)Secured by a first priority lien on (i) Georgia Power's undivided ownership interest in Plant Vogtle Units 3 and 4 (primarily the units, the related real property, and any nuclear fuel loaded in the reactor core) and (ii) Georgia Power's rights and obligations under the principal contracts relating to Plant Vogtle Units 3 and 4. See "DOE Loan Guarantee Borrowings" herein for additional information.
(c)Revenue bond obligations represent loans to the traditional electric operating companies from public authorities of funds derived from sales by such authorities of revenue bonds issued to finance pollution control and solid waste disposal and wastewater facilities. In some cases, the revenue bond obligations represent obligations under installment sales agreements with respect to facilities constructed with the proceeds of revenue bonds issued by public authorities. The traditional electric operating companies are required to make payments sufficient for the authorities to meet principal and interest requirements of such bonds. Proceeds from certain issuances are restricted until qualifying expenditures are incurred.
(d)Secured by substantially all of Nicor Gas' properties.
(e)Secured by the underlying lease ROU asset. See Note 9 for additional information.
Maturities of long-term debt for the next five years are as follows:
Southern Company(a) | Alabama Power(b) | Georgia Power(c) | Mississippi Power | Southern Power(d) | Southern Company Gas | |||||||||||||||
| (in millions) | ||||||||||||||||||||
| 2026 | $ | 6,211 | $ | 628 | $ | 1,371 | $ | 66 | $ | 564 | $ | 530 | ||||||||
| 2027 | 3,407 | 552 | 1,017 | 11 | — | 154 | ||||||||||||||
| 2028 | 5,464 | 108 | 1,619 | 358 | — | 600 | ||||||||||||||
| 2029 | 1,993 | 1 | 862 | 2 | — | 150 | ||||||||||||||
| 2030 | 4,103 | 651 | 704 | 52 | 550 | 150 | ||||||||||||||
(a)See notes (b), (c), and (d) below.
(b)Alabama Power's 2026 maturities include $200 million aggregate principal amount of Series 2023A Floating Rate Senior Notes due May 15, 2073 that are repayable at the option of the holders at certain dates that began in 2024 and $100 million aggregate principal amount of Series 2025B Floating Rate Senior Notes due August 15, 2075 that are repayable at the option of the holders at certain dates beginning in 2026. As a result, the senior notes are classified as securities due within one year on the balance sheets of Southern Company and Alabama Power at December 31, 2025.
(c)Amounts include principal amortization related to the FFB borrowings; however, the final maturity date is February 20, 2044. See "DOE Loan Guarantee Borrowings" herein for additional information. Georgia Power's 2026 maturities include approximately $117 million aggregate principal amount of Series 2024C Floating Rate Senior Notes due November 15, 2074 that are repayable at the option of the holders at certain dates that began in 2025. As a result, the senior notes are classified as securities due within one year on the balance sheets of Southern Company and Georgia Power at December 31, 2025.
(d)Southern Power's 2026 maturities include $564 million of euro-denominated debt at the U.S. dollar-denominated hedge settlement amount.
DOE Loan Guarantee Borrowings
Pursuant to the loan guarantee program established under Title XVII of the Energy Policy Act of 2005 (Title XVII Loan Guarantee Program), Georgia Power and the DOE entered into a loan guarantee agreement in 2014 and the Amended and Restated Loan Guarantee Agreement in 2019. Under the Amended and Restated Loan Guarantee Agreement, the DOE agreed to guarantee the obligations of Georgia Power under the FFB Credit Facilities. Under the FFB Credit Facilities, Georgia Power was authorized to make term loan borrowings through the FFB in an amount up to approximately $5.130 billion.
In 2021, Georgia Power made the final borrowings under the FFB Credit Facilities and no further borrowings are permitted. During 2025, Georgia Power made principal amortization payments of $86 million under the FFB Credit Facilities. At December 31, 2025 and 2024, Georgia Power had $4.6 billion and $4.7 billion of borrowings outstanding under the FFB Credit Facilities, respectively.
All borrowings under the FFB Credit Facilities are full recourse to Georgia Power, and Georgia Power is obligated to reimburse the DOE for any payments the DOE is required to make to the FFB under its guarantee. Georgia Power's reimbursement obligations to the DOE are secured by a first priority lien on (i) Georgia Power's undivided ownership interest in Plant Vogtle Units 3 and 4 (primarily the units, the related real property, and any nuclear fuel loaded in the reactor core) and (ii) Georgia Power's rights and obligations under the principal contracts relating to Plant Vogtle Units 3 and 4. There are no restrictions on Georgia Power's ability to grant liens on other property.
The final maturity date for each advance under the FFB Credit Facilities is February 20, 2044. Interest is payable quarterly and principal payments began in 2020. Each borrowing under the FFB Credit Facilities bears interest at a fixed rate equal to the applicable U.S. Treasury rate at the time of the borrowing plus a spread equal to 0.375%.
Under the Amended and Restated Loan Guarantee Agreement, Georgia Power is subject to customary borrower affirmative and negative covenants and events of default. In addition, Georgia Power is subject to project-related reporting requirements and other project-specific covenants and events of default.
In the event certain mandatory prepayment events occur, Georgia Power will be required to prepay the outstanding principal amount of all borrowings under the FFB Credit Facilities over a period of five years (with level principal amortization). Among other things, these mandatory prepayment events include (i) loss of necessary governmental approvals for operation of Plant Vogtle Units 3 and 4; (ii) loss of regulation by the Georgia PSC; (iii) cost disallowances by the Georgia PSC that could have a material adverse effect on Georgia Power's ability to repay the outstanding borrowings under the FFB Credit Facilities; (iv) certain material casualty losses or a governmental taking of Plant Vogtle Units 3 and 4; or (v) loss of access to the intellectual property rights necessary to operate Plant Vogtle Units 3 and 4. Under certain circumstances, insurance proceeds and any proceeds from an event of taking must be applied to immediately prepay outstanding borrowings under the FFB Credit Facilities.
Georgia Power also may voluntarily prepay outstanding borrowings under the FFB Credit Facilities. Under the FFB Credit Facilities, any prepayment (whether mandatory or optional) will be made with a make-whole premium or discount, as applicable.
See Note 2 under "Georgia Power – Nuclear Construction" for additional information.
Secured Debt
Each of Southern Company's subsidiaries is organized as a legal entity, separate and apart from Southern Company and its other subsidiaries. There are no agreements or other arrangements among the Southern Company system companies under which the assets of one company have been pledged or otherwise made available to satisfy obligations of Southern Company or any of its other subsidiaries.
As discussed under "Long-term Debt" herein, the Registrants had secured debt outstanding at December 31, 2025 and 2024. Each Registrant's senior notes, junior subordinated notes, revenue bond obligations, bank term loans, credit facility borrowings, and notes payable are effectively subordinated to all secured debt of each respective Registrant.
Equity Units
In May 2022, Southern Company remarketed $862.5 million aggregate principal amount of its Series 2019A Remarketable Junior Subordinated Notes due August 1, 2024 (2019A RSNs) and $862.5 million aggregate principal amount of its Series 2019B Remarketable Junior Subordinated Notes due August 1, 2027 (2019B RSNs), pursuant to the terms of its 2019 Series A Equity Units (2019 Equity Units). In connection with the remarketing, the interest rates on the 2019A RSNs and the 2019B RSNs were reset to 4.475% and 5.113%, respectively, payable on a semi-annual basis. In August 2022, the proceeds were ultimately used to settle the purchase contracts entered into as part of the 2019 Equity Units and Southern Company issued approximately 25.2 million shares of common stock and received proceeds of $1.725 billion. In August 2024, Southern Company repaid at maturity the $862.5 million 2019A RSNs. At December 31, 2025 and 2024, the 2019B RSNs were included on Southern Company's consolidated balance sheets in long-term debt.
In November 2025, Southern Company issued 40 million 2025 Series A Equity Units (2025 Equity Units), initially in the form of corporate units (Corporate Units), at a stated amount of $50 per Corporate Unit, for a total of $2 billion. Net proceeds from the issuance were approximately $1.965 billion. Southern Company used a portion of the net proceeds to repurchase (i) approximately $674.4 million aggregate principal amount of the Series 2023A 3.875% Convertible Senior Notes due December 15, 2025 (Series 2023A Convertible Senior Notes) and (ii) approximately $342.0 million aggregate principal amount of the Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 (Series 2024A Convertible Senior Notes). See "Convertible Senior Notes" herein for additional information regarding the repurchase of convertible senior notes.
Each Corporate Unit is comprised of (i) a stock purchase contract, which obligates the holder to purchase from Southern Company, no later than December 15, 2028, a certain number of shares of Southern Company's common stock for $50 in cash (Stock Purchase Contract), (ii) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of Southern Company's Series 2025B Remarketable Senior Notes due 2030 (Series 2025B RSNs), and (iii) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of Southern Company's Series 2025C Remarketable Senior Notes due 2033 (together with the Series 2025B RSNs, the 2025 RSNs). Southern Company has agreed to remarket the 2025 RSNs in 2028, at which time each interest rate on the 2025 RSNs will reset at the applicable market rate. Holders may choose to either remarket their 2025 RSNs, receive the proceeds, and use those funds to settle the related Stock Purchase Contract or retain the 2025 RSNs and use other funds to settle the related Stock Purchase Contract. If the remarketing is unsuccessful, holders will have the right to put their 2025 RSNs to Southern Company at a price equal to the principal amount. The Corporate Units carry an annual distribution rate of 7.125% of the stated amount, which is comprised of a quarterly interest payment on the 2025 RSNs of 4.15% per year and a quarterly contract adjustment payment of 2.975% per year.
Each Stock Purchase Contract obligates the holder to purchase, and Southern Company to sell, for $50 a number of shares of Southern Company common stock determined based on the applicable market value (as determined under the related Stock Purchase Contract) in accordance with the conversion ratios set forth below (subject to anti-dilution adjustments):
•If the applicable market value equals or exceeds $116.44, 0.4294 shares.
•If the applicable market value is less than $116.44 but greater than $93.15, a number of shares equal to $50 divided by the applicable market value.
•If the applicable market value is less than or equal to $93.15, 0.5368 shares.
A holder's ownership interest in the 2025 RSNs is pledged to Southern Company to secure the holder's obligation under the related Stock Purchase Contract. If a holder of a Stock Purchase Contract chooses at any time to have its 2025 RSNs released from the pledge, such holder's obligation under such Stock Purchase Contract must be secured by a U.S. Treasury security equal to the aggregate principal amount of the 2025 RSNs. At the time of issuance, the 2025 RSNs were recorded on Southern
Company's consolidated balance sheet as long-term debt and the present value of the contract adjustment payments of $173 million was recorded as a liability, representing the obligation to make contract adjustment payments, with an offsetting reduction to paid-in capital. The liability balance at December 31, 2025 was $173 million, of which $59 million was classified as current. The difference of $12 million between the face value and present value of the contract adjustment payments will be accreted to interest expense on the consolidated statements of income over the three-year period ending in 2028. The liability recorded for the contract adjustment payments is considered non-cash and excluded from the consolidated statements of cash flow. To settle the Stock Purchase Contracts, Southern Company will be required to issue a maximum of approximately 21.5 million shares of common stock (subject to anti-dilution adjustments and a make-whole adjustment if certain fundamental changes occur).
Convertible Senior Notes
In February 2023, Southern Company issued $1.5 billion aggregate principal amount of Series 2023A Convertible Senior Notes. In March 2023, Southern Company issued an additional $225 million aggregate principal amount of the Series 2023A Convertible Senior Notes upon the exercise by the initial purchasers of their over-allotment option.
In May 2024, Southern Company issued $1.5 billion aggregate principal amount of Series 2024A Convertible Senior Notes.
In May 2025, Southern Company issued $1.65 billion aggregate principal amount of Series 2025A 3.25% Convertible Senior Notes due June 15, 2028 (Series 2025A Convertible Senior Notes). Southern Company used a portion of the proceeds from the Series 2025A Convertible Senior Notes to repurchase approximately $781.6 million of the $1.725 billion aggregate principal amount then outstanding of the Series 2023A Convertible Senior Notes and approximately $328.1 million of the $1.5 billion aggregate principal amount then outstanding of the Series 2024A Convertible Senior Notes, in each case, through privately negotiated transactions with a limited number of holders thereof.
In November 2025, using a portion the net proceeds from the 2025 Equity Units, Southern Company repurchased approximately an additional $674.4 million of the remaining approximately $943.4 million aggregate principal amount outstanding of the Series 2023A Convertible Senior Notes and approximately an additional $342.0 million of the remaining approximately $1.172 billion aggregate principal amount outstanding of the Series 2024A Convertible Senior Notes, in each case, through privately negotiated transactions with a limited number of holders thereof. See "Equity Units" herein for additional information.
Southern Company evaluated these repurchases and determined that all of the repurchased notes were accounted for as extinguishment of debt. As a result of these transactions, Southern Company recognized a total loss on extinguishment of debt of $252 million during 2025 within interest expense in the consolidated statements of income.
On December 15, 2025, the Series 2023A Convertible Senior Notes matured and Southern Company settled its related conversion obligations to holders by (i) paying cash in respect of the approximately $269.1 million aggregate principal amount remaining outstanding and (ii) issuing approximately 255 thousand shares of common stock for the excess of its conversion obligation over such principal amount. These shares were recognized at par value in paid-in capital on Southern Company's balance sheets.
Interest on the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes is payable semiannually. The Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes will mature on June 15, 2027 and 2028, respectively, unless earlier converted or repurchased, but are not redeemable at the option of Southern Company. Both the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes are direct, unsecured, and unsubordinated obligations of Southern Company, ranking equally with all of Southern Company's other unsecured and unsubordinated indebtedness from time to time outstanding, and are effectively subordinated to all secured indebtedness of Southern Company.
Under the following circumstances, holders may convert their Series 2024A Convertible Senior Notes and their Series 2025A Convertible Senior Notes at their option prior to the close of business on the business day preceding March 15, 2027 and 2028, respectively:
•during any calendar quarter (and only during such calendar quarter), if the last reported sale price of Southern Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the Series 2024A Convertible Senior Notes or the Series 2025A Convertible Senior Notes, as the case may be, on each applicable trading day as determined by Southern Company;
•during the five business day period after any 10 consecutive trading day period (Measurement Period) in which the applicable trading price per $1,000 principal amount of Series 2024A Convertible Senior Notes or Series 2025A Convertible Senior Notes, as the case may be, for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the common stock and the applicable conversion rate on each such trading day; or
•upon the occurrence of certain corporate events specified in the respective supplemental indentures governing the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes.
On or after March 15, 2027 and 2028, for the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes, respectively, a holder may convert all or any portion of its Series 2024A Convertible Senior Notes or its Series 2025A Convertible Senior Notes, as the case may be, at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable maturity date regardless of the foregoing conditions.
Southern Company will settle conversions of the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes by paying cash up to the aggregate principal amount of the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes to be converted and paying or delivering, as the case may be, cash, shares of 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 Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes being converted. The Series 2024A Convertible Senior Notes are initially convertible at a rate of 10.8166 shares of common stock per $1,000 principal amount converted, which is approximately equal to $92.45 per share of common stock. The Series 2025A Convertible Senior Notes are initially convertible at a rate of 8.8077 shares of common stock per $1,000 principal amount converted, which is approximately equal to $113.54 per share of common stock. These conversion rates will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the respective supplemental indentures governing the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes), Southern Company will, in certain circumstances, increase the applicable conversion rate by a number of additional shares of common stock for conversions in connection with the make-whole fundamental change.
Upon the occurrence of a fundamental change, other than an excluded fundamental change (each as defined in the respective supplemental indentures governing the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes), holders of the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes may require Southern Company to purchase all or a portion of their Series 2024A Convertible Senior Notes and their Series 2025A Convertible Senior Notes, in principal amounts equal to $1,000 or an integral multiple thereof, for cash at a price equal to 100% of the principal amount of the Series 2024A Convertible Senior Notes and the Series 2025A Convertible Senior Notes to be purchased plus any accrued and unpaid interest.
Equity Distribution Agreement
In May 2024, Southern Company established an at-the-market program by entering into an equity distribution agreement pursuant to which it may sell, from time to time, up to an aggregate of 50 million shares of its common stock, including through forward sale contracts.
The table below reflects shares of Southern Company common stock sold and settled under separate forward sale contracts with forward purchasers during the years ended December 31, 2025 and 2024.
Shares Sold | Initial Forward Price Per Share | To be Settled On or Before | Forward Price Per Share Settled | Shares Issued to Settle | Settlement Date | ||||||||||||
| Sold during 2024 | |||||||||||||||||
| 1,000,000 | $86.5645 | December 31, 2025 | $86.8151 | 1,000,000 | December 3, 2025 | ||||||||||||
| 1,000,000 | $87.9658 | December 31, 2025 | $88.1348 | 1,000,000 | December 3, 2025 | ||||||||||||
| 143,920 | $83.3293 | December 31, 2025 | $83.0276 | 143,920 | December 3, 2025 | ||||||||||||
Sold during 2025 | |||||||||||||||||
| 292,694 | $83.3293 | December 31, 2025 | $83.0276 | 292,694 | December 3, 2025 | ||||||||||||
| 563,386 | $87.9027 | December 31, 2025 | $88.0621 | 563,386 | December 3, 2025 | ||||||||||||
| 1,000,000 | $88.7502 | June 30, 2026 | $88.8612 | 1,000,000 | December 3, 2025 | ||||||||||||
| 1,000,000 | $88.7739 | June 30, 2026 | $88.8319 | 1,000,000 | December 3, 2025 | ||||||||||||
| 1,000,000 | $91.2856 | June 30, 2026 | $91.3995 | 1,000,000 | December 3, 2025 | ||||||||||||
| 1,000,000 | $89.1444 | June 30, 2026 | $89.1404 | 1,000,000 | December 3, 2025 | ||||||||||||
| 1,000,000 | $88.8490 | June 30, 2026 | $88.8107 | 1,000,000 | December 3, 2025 | ||||||||||||
| 1,000,000 | $88.8903 | June 30, 2026 | $88.7905 | 1,000,000 | December 3, 2025 | ||||||||||||
| 1,000,000 | $90.9196 | June 30, 2026 | $90.8230 | 1,000,000 | December 3, 2025 | ||||||||||||
| 1,255,000 | $91.0566 | June 30, 2026 | $90.9450 | 1,255,000 | December 3, 2025 | ||||||||||||
| 1,324,942 | $88.7048 | December 31, 2026 | $88.7684 | 1,324,942 | December 3, 2025 | ||||||||||||
| 2,277,113 | $88.3227 | December 31, 2026 | $88.2914 | 2,277,113 | December 3, 2025 | ||||||||||||
3,130,641(*) | $88.2823 | December 31, 2026 | $88.1976 | 2,060,000 | December 3, 2025 | ||||||||||||
| 3,255,866 | $89.4692 | December 31, 2026 | N/A | N/A | N/A | ||||||||||||
| 3,850,000 | $90.6617 | December 31, 2026 | N/A | N/A | N/A | ||||||||||||
| 2,470,306 | $94.5394 | June 30, 2027 | N/A | N/A | N/A | ||||||||||||
| 2,314,487 | $92.7805 | June 30, 2027 | N/A | N/A | N/A | ||||||||||||
| 1,590,200 | $93.4524 | June 30, 2027 | N/A | N/A | N/A | ||||||||||||
| 4,000,000 | $90.8141 | June 30, 2027 | N/A | N/A | N/A | ||||||||||||
| 2,346,903 | $91.1610 | June 30, 2027 | N/A | N/A | N/A | ||||||||||||
| 2,876,034 | $92.2437 | June 30, 2027 | N/A | N/A | N/A | ||||||||||||
| 3,015,668 | $93.4521 | June 30, 2027 | N/A | N/A | N/A | ||||||||||||
| 911,448 | $94.2411 | June 30, 2027 | N/A | N/A | N/A | ||||||||||||
(*)The total number of shares sold under this forward sale contract is 3,130,641, of which 2,060,000 shares were settled in December 2025. The remaining 1,070,641 shares sold under this contract are subject to be settled at a future date.
As of December 31, 2025, Southern Company had entered into separate forward sale contracts with forward purchasers for a total of 44,618,608 shares of common stock, all of which had been sold by the forward sellers. Of these shares, 16,917,055 shares had been settled under the forward sale contracts in the form of shares at the initial forward price adjusted for interest earned and dividends paid from the forward sale date to the settlement date. The net proceeds from the settlement of these shares were approximately $1.5 billion.
The total number of shares sold remaining under the forward sale contracts subject to be settled at a future date is 27,701,553. Each initial forward price is subject to adjustment under certain specified circumstances as specified in the respective forward sale contracts. Southern Company may settle each of the forward transactions in shares, cash, or net shares.
Bank Credit Arrangements
At December 31, 2025, committed credit arrangements with banks were as follows:
| Expires | |||||||||||||||||||||||||||||||||||||||||
| Company | 2026 | 2027 | 2029 | 2030 | Total | Unused | Expires within One Year | ||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||
Southern Company parent(a) | $ | — | $ | 500 | $ | — | $ | 2,500 | $ | 3,000 | $ | 2,999 | $ | — | |||||||||||||||||||||||||||
Alabama Power(b) | 15 | — | 650 | 700 | 1,365 | 1,365 | 15 | ||||||||||||||||||||||||||||||||||
Georgia Power(c) | — | — | — | 2,050 | 2,050 | 2,042 | — | ||||||||||||||||||||||||||||||||||
Mississippi Power(a) | — | 125 | — | 150 | 275 | 275 | — | ||||||||||||||||||||||||||||||||||
Southern Power(a)(d) | — | — | — | 600 | 600 | 600 | — | ||||||||||||||||||||||||||||||||||
Southern Company Gas(e) | — | — | — | 1,600 | 1,600 | 1,598 | — | ||||||||||||||||||||||||||||||||||
| SEGCO | 30 | — | — | — | 30 | 30 | 30 | ||||||||||||||||||||||||||||||||||
| Southern Company | $ | 45 | $ | 625 | $ | 650 | $ | 7,600 | $ | 8,920 | $ | 8,909 | $ | 45 | |||||||||||||||||||||||||||
(a)Arrangement expiring in 2030 represents a $3.25 billion combined arrangement for Southern Company, Mississippi Power, and Southern Power allowing for flexible sublimits. Pursuant to the combined facility, the allocations among Southern Company, Mississippi Power, and Southern Power may be adjusted.
(b)Includes $15 million expiring in 2026 at Alabama Property Company, a wholly-owned subsidiary of Alabama Power, of which $15 million was unused at December 31, 2025. Alabama Power is not party to this arrangement.
(c)Georgia Power had $26 million of letters of credit outstanding under an uncommitted letter of credit facility at December 31, 2025.
(d)Does not include Southern Power Company's $75 million and $100 million continuing letter of credit facilities for standby letters of credit, expiring in 2027 and 2028, respectively, of which $17 million and $4 million, respectively, was unused at December 31, 2025. In addition, Southern Power Company had $23 million of letters of credit outstanding under an uncommitted letter of credit facility at December 31, 2025. Southern Power's subsidiaries are not parties to its bank credit arrangements or letter of credit facilities.
(e)Southern Company Gas, as the parent entity, guarantees the obligations of Southern Company Gas Capital, which is the borrower of $800 million of the credit arrangement expiring in 2030. Southern Company Gas' committed credit arrangement expiring in 2030 also includes $800 million for which Nicor Gas is the borrower and which is restricted for working capital needs of Nicor Gas. Pursuant to the multi-year credit arrangement expiring in 2030, the allocations between Southern Company Gas Capital and Nicor Gas may be adjusted. See "Structural Considerations" herein for additional information.
The bank credit arrangements require payment of commitment fees based on the unused portion of the commitments. Commitment fees average less than 1/4 of 1% for the Registrants and Nicor Gas. Subject to applicable market conditions, Southern Company and its subsidiaries expect to renew or replace their bank credit arrangements as needed, prior to expiration. In connection therewith, Southern Company and its subsidiaries may extend the maturity dates and/or increase or decrease the lending commitments thereunder.
These bank credit arrangements, as well as the term loan arrangements of the Registrants, Nicor Gas, and SEGCO, contain covenants that limit debt levels and contain cross-acceleration provisions to other indebtedness (including guarantee obligations) that are restricted only to the indebtedness of the individual company. The cross-acceleration provisions to other indebtedness would trigger an event of default if the applicable borrower defaulted on indebtedness, the payment of which was then accelerated. Southern Company's, Mississippi Power's, Southern Company Gas', and Nicor Gas' credit arrangements contain covenants that limit debt levels to 70% of total capitalization, as defined in the agreements, and the other subsidiaries' bank credit arrangements contain covenants that limit debt levels to 65% of total capitalization, as defined in the agreements. For purposes of these definitions, debt excludes junior subordinated notes and, in certain arrangements, other hybrid securities. Additionally, for Southern Company and Southern Power, for purposes of these definitions, debt excludes any project debt incurred by certain subsidiaries of Southern Power to the extent such debt is non-recourse to Southern Power and capitalization excludes the capital stock or other equity attributable to such subsidiaries. At December 31, 2025, the Registrants, Nicor Gas, and SEGCO were in compliance with all such covenants. None of the bank credit arrangements contain material adverse change clauses at the time of borrowings.
A portion of the unused credit with banks is allocated to provide liquidity support to certain revenue bonds of the traditional electric operating companies and the commercial paper programs of the Registrants, Nicor Gas, and SEGCO. At December 31, 2025, outstanding variable rate demand revenue bonds of the traditional electric operating companies with allocated liquidity support totaled approximately $1.5 billion (comprised of approximately $796 million at Alabama Power, $667 million at Georgia Power, and $58 million at Mississippi Power). In addition, at December 31, 2025, Alabama Power and Georgia Power had approximately $280 million and $384 million, respectively, of fixed rate revenue bonds outstanding that are required to be remarketed within the next 12 months. Alabama Power's $280 million of fixed rate revenue bonds are classified as securities due
within one year on its balance sheets as they are not covered by long-term committed credit. All other variable rate demand revenue bonds and fixed rate revenue bonds required to be remarketed within the next 12 months are classified as long-term debt on the balance sheets as a result of available long-term committed credit.
At both December 31, 2025 and 2024, Southern Power had $106 million of cash collateral posted related to PPA requirements, which is included in other deferred charges and assets on Southern Power's consolidated balance sheets.
Notes Payable
The Registrants, Nicor Gas, and SEGCO make short-term borrowings primarily through commercial paper programs that have the liquidity support of the committed bank credit arrangements described above under "Bank Credit Arrangements." Southern Power's subsidiaries are not parties or obligors to its commercial paper program. Southern Company Gas maintains commercial paper programs at Southern Company Gas Capital and at Nicor Gas. Nicor Gas' commercial paper program supports working capital needs at Nicor Gas as Nicor Gas is not permitted to make money pool loans to affiliates. All of Southern Company Gas' other subsidiaries benefit from Southern Company Gas Capital's commercial paper program. See "Structural Considerations" herein for additional information.
In addition, Southern Company and certain of its subsidiaries have entered into various bank term loan agreements. Unless otherwise stated, the proceeds of these loans were used to repay existing indebtedness and for general corporate purposes, including working capital and, for the subsidiaries, their continuous construction programs.
Commercial paper and short-term bank term loans are included in notes payable in the balance sheets. Details of short-term borrowings for the applicable Registrants were as follows:
Notes Payable at December 31, 2025 | Notes Payable at December 31, 2024 | ||||||||||||||||||||||
| Amount Outstanding | Weighted Average Interest Rate | Amount Outstanding | Weighted Average Interest Rate | ||||||||||||||||||||
| (in millions) | (in millions) | ||||||||||||||||||||||
| Southern Company | |||||||||||||||||||||||
| Commercial paper | $ | 722 | 3.9 | % | $ | 1,138 | 4.7 | % | |||||||||||||||
| Short-term bank debt | — | — | 200 | 5.3 | |||||||||||||||||||
| Total | $ | 722 | 3.9 | % | $ | 1,338 | 4.8 | % | |||||||||||||||
| Georgia Power | |||||||||||||||||||||||
| Commercial paper | $ | 160 | 3.9 | % | $ | — | — | % | |||||||||||||||
| Short-term bank debt | — | — | 200 | 5.3 | |||||||||||||||||||
| Total | $ | 160 | 3.9 | % | $ | 200 | 5.3 | % | |||||||||||||||
| Mississippi Power | |||||||||||||||||||||||
| Commercial paper | $ | — | — | % | $ | 14 | 4.6 | % | |||||||||||||||
| Southern Power | |||||||||||||||||||||||
| Commercial paper | $ | 138 | 3.9 | % | $ | — | — | % | |||||||||||||||
| Southern Company Gas | |||||||||||||||||||||||
| Commercial paper: | |||||||||||||||||||||||
| Southern Company Gas Capital | $ | 209 | 3.9 | % | $ | 283 | 4.7 | % | |||||||||||||||
| Nicor Gas | 216 | 3.9 | 172 | 4.6 | |||||||||||||||||||
| Total | $ | 425 | 3.9 | % | $ | 455 | 4.7 | % | |||||||||||||||
See "Bank Credit Arrangements" herein for information on bank term loan covenants that limit debt levels and cross-acceleration or cross-default provisions.
Outstanding Classes of Capital Stock
Southern Company
Common Stock
Stock Issued
During 2025, Southern Company issued approximately 22.5 million shares of common stock primarily through forward sale contract settlements and dividend reinvestment and employee equity compensation and savings plans.
See "Equity Units" and "Equity Distribution Agreement" herein for additional information.
Shares Reserved
At December 31, 2025, a total of 203 million shares were reserved for issuance pursuant to the Southern Investment Plan, employee savings plans, the Equity and Incentive Compensation Plan (which includes performance share units and restricted stock units as discussed in Note 12), an at-the-market program (including forward sale contracts), and the convertible senior notes (as discussed under "Convertible Senior Notes" herein). Of the shares reserved, 23 million shares are available for awards under the Equity and Incentive Compensation Plan at December 31, 2025.
Diluted Earnings Per Share
For Southern Company, the difference in computing basic and diluted earnings per share (EPS) is attributable to awards outstanding under stock-based compensation plans, forward sale contracts pursuant to the equity distribution agreement, convertible senior notes, and the 2025 Equity Units. EPS dilution resulting from stock-based compensation plans and the forward sale contracts is determined using the treasury stock method, and EPS dilution resulting from the convertible senior notes is determined using the net share settlement method. See Note 12 and "Convertible Senior Notes," "Equity Distribution Agreement," and "Equity Units" herein for additional information. Shares used to compute diluted EPS were as follows:
| Average Common Stock Shares | |||||||||||
| 2025 | 2024 | 2023 | |||||||||
| (in millions) | |||||||||||
| As reported shares | 1,103 | 1,096 | 1,092 | ||||||||
| Effect of stock-based compensation | 5 | 6 | 6 | ||||||||
Effect of forward sale contracts | 1 | — | — | ||||||||
| Diluted shares | 1,109 | 1,102 | 1,098 | ||||||||
For all periods presented, an immaterial number of stock-based compensation awards was excluded from the diluted EPS calculation because the awards were anti-dilutive.
For 2025 and 2024, the dilution resulting from convertible senior notes was immaterialAlabama Power
Alabama Power has preferred stock, Class A preferred stock, preference stock, and common stock authorized, but only common stock outstanding.
Georgia Power
Georgia Power has preferred stock, Class A preferred stock, preference stock, and common stock authorized, but only common stock outstanding.
Mississippi Power
Mississippi Power has preferred stock and common stock authorized, but only common stock outstandingDividend Restrictions
The income of Southern Company is derived primarily from equity in earnings of its subsidiaries. At December 31, 2025, consolidated retained earnings included $7.5 billion of undistributed retained earnings of the subsidiaries.
The traditional electric operating companies and Southern Power can only pay dividends to Southern Company out of retained earnings or paid-in-capital.
See Note 7 under "Southern Power" for information regarding the distribution requirements for certain Southern Power subsidiaries.
By regulation, Nicor Gas is restricted, up to its retained earnings balance, in the amount it can dividend or loan to affiliates and is not permitted to make money pool loans to affiliates. At December 31, 2025, the amount of Southern Company Gas' subsidiary retained earnings available for dividend payment totaled $1.8 billion.
Structural Considerations
Since Southern Company and Southern Company Gas are holding companies, the right of Southern Company and Southern Company Gas and, hence, the right of creditors of Southern Company or Southern Company Gas to participate in any distribution of the assets of any respective subsidiary of Southern Company or Southern Company Gas, whether upon liquidation, reorganization, or otherwise, is subject to prior claims of creditors and preferred stockholders of such subsidiary.
Southern Company Gas Capital was established to provide for certain of Southern Company Gas' ongoing financing needs through a commercial paper program, the issuance of various debt, hybrid securities, and other financing arrangements. Southern Company Gas fully and unconditionally guarantees all debt issued by Southern Company Gas Capital. Nicor Gas is not permitted by regulation to make loans to affiliates or utilize Southern Company Gas Capital for its financing needs.
Southern Power Company's senior notes, commercial paper, and bank credit arrangement are unsecured senior indebtedness, which rank equally with all other unsecured and unsubordinated debt of Southern Power Company. Southern Power's subsidiaries are not issuers, borrowers, or obligors, as applicable, under any of these unsecured senior debt arrangements, which are effectively subordinated to any future secured debt of Southern Power Company and any potential claims of creditors of Southern Power's subsidiaries.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.