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) ~~January~~May 920, 2026

Commission
File Number

Registrant,
State of Incorporation,
Address and Telephone Number

I.R.S. Employer
Identification No.

1-14174

Southern Company Gas

58-2210952

(A Georgia Corporation)

~~Ten~~ 725 W. Peachtree ~~Place~~Street, N.E.

Atlanta, Georgia ~~30309~~30308

(404) 584-4000

~~The~~Ten ~~name~~Peachtree ~~and~~Place, ~~address~~N.E., ofAtlanta, ~~the~~Georgia ~~registrant have not changed since the last report.~~30309

(Former name or former address, if changed since 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:

None

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 8.01.			Other Events.

On ~~January~~May 920, 2026, ~~Northern~~Southern ~~Illinois~~Company Gas (“GAS”) and Southern Company Gas Capital Corporation (“~~Nicor~~GAS ~~Gas~~Capital”) entered into an Underwriting Agreement covering the issue and sale of $500,000,000 aaggregate ~~wholly-owned~~principal ~~subsidiary~~amount of ~~Southern~~GAS ~~Company~~Capital’s ~~Gas,~~Series ~~filed~~2026A a6.05% ~~general~~Fixed-to-Fixed ~~base~~Reset ~~rate~~Rate ~~case~~Junior ~~with~~Subordinated ~~the~~Notes ~~Illinois~~due ~~Commerce~~September ~~Commission~~15, 2056 (the “~~Illinois~~Series ~~Commission”)~~2026A ~~requesting~~Junior aSubordinated ~~$221~~Notes”) ~~million~~and ~~increase~~the inrelated ~~annual~~guarantee ~~base~~thereof ~~rate~~by ~~revenues~~GAS. The ~~requested~~Series ~~increase~~2026A isJunior ~~based~~Subordinated onNotes aand ~~projected~~the ~~test~~related ~~year~~guarantee ~~for~~thereof ~~the~~by ~~12-month~~GAS ~~period~~were ~~ending~~registered ~~December~~under 31the Securities Act of 1933, ~~2027~~as amended, apursuant ~~return~~to onthe ~~equity~~shelf ofregistration 10statement (Registration Nos.~~35%~~ 333-285115 and an333-285115-01) ~~equity~~of ~~ratio~~GAS ofand 54GAS Capital.~~6%.~~

~~The~~Item ~~Illinois Commission is expected to rule on the requested increase within the 11-month statutory time limit, after which rate adjustments will be effective~~9.01. ~~The~~Financial ~~ultimate~~Statements ~~outcome~~and ~~of this matter cannot be determined at this time~~Exhibits.


(d) Exhibits.
1.2			Underwriting Agreement relating to the Series 2026A Junior Subordinated Notes , dated May 20 , 2026 , among GAS, GAS Capital and Barclays Capital Inc., PNC Capital Markets LLC , Scotia Capital (USA) Inc. and Truist Securities, Inc., as representatives of the several Underwriters named in Schedule I thereto.

4.4			Form of the Series 2026A Junior Subordinated Note (included in Exhibit 4.7 below).

4.5			Subordinated Note Indenture dated as of May 1, 2026, among GAS Capital, GAS and U.S. Bank Trust Company, National Association, as Subordinated Note Indenture Trustee.

4.6			Form of Guarantee related to the Series 2026A Junior Subordinated Notes (included in Exhibit 4.7 below).

4.7			First Supplemental Indenture dated as of May 22, 2026 to Subordinated Note Indenture dated as of May 1, 2026, providing for the issuance of the Series 2026A Junior Subordinated Notes.

5.1			Opinion of Troutman Pepper Locke LLP relating to the Series 2026A Junior Subordinated Notes.

5.2			Opinion of Balch & Bingham LLP relating to the Series 2026A Junior Subordinated Notes.

8.1			Tax Opinion of Troutman Pepper Locke LLP relating to the Series 2026A Junior Subordinated Notes.


23.1			Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1 above).

23.2			Consent of Balch & Bingham LLP (included in Exhibit 5.2 above).

23.3			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.

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: January 9, 2026

SOUTHERN COMPANY GAS

Date: May 22, 2026

SOUTHERN COMPANY GAS

By:

/s/ Melissa K. Caen

Melissa K. CaenAssistant Secretary

Filing Compare · SOUTHERN CO GAS