SOUTHERN CO GAS 8-K

What Happened
Southern Company Gas (GAS) and Southern Company Gas Capital Corporation (GAS Capital) announced an underwriting agreement, dated May 20, 2026, for the sale of $500,000,000 aggregate principal of Series 2026A 6.05% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due September 15, 2056. The notes are issued by GAS Capital and are guaranteed by Southern Company Gas. The securities were registered under the Securities Act pursuant to GAS and GAS Capital’s shelf registration (Regs. Nos. 333-285115 and 333-285115-01).

Key Details

• Offering size: $500,000,000 aggregate principal amount.
• Coupon: 6.05% (Fixed-to-Fixed Reset Rate structure).
• Maturity: September 15, 2056.
• Issuer/Guarantor: Issued by Southern Company Gas Capital Corporation; guaranteed by Southern Company Gas.
• Underwriting: Underwriting Agreement dated May 20, 2026; representatives include Barclays Capital Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., and Truist Securities, Inc.
• Related filings: The company filed the Subordinated Note Indenture, First Supplemental Indenture and legal/tax opinions as exhibits to the Form 8-K.

Why It Matters
This transaction raises $500 million of long-term capital for the Southern Company Gas group and creates a fixed interest obligation at a 6.05% coupon. The notes are junior subordinated debt, which means they rank below the company’s senior debt in priority. For investors, this affects the company’s debt profile (additional long-term leverage and interest expense) and provides longer-dated financing locked in at a fixed rate until the note’s reset terms apply. The filing documents the completion of the offering and the legal agreements underlying the securities.