DEF 14A of Southern Co, Apr 3, 2026

DEF 14A of Southern Co

Filed Apr 3, 2026 · FY20250000092122-26-000028

Open on EDGAR

  1. Company Strategy and Highlights

    Company Strategy and Highlights Southern Company and its subsidiaries continue to deliver value for customers by prioritizing financial discipline, strengthening reliability and investing for the future. Through constructive relationships with our regulators and other stakeholders, we are helping customers manage their energy costs by stabilizing rates and promoting the implementation of energy efficiency and smart technologies. We are making strategic investments in grid hardening, advanced analytics and infrastructure upgrades to enhance resilience and reliability, minimize service disruptions and prepare for the impacts of physical events such as extreme weather. We are advancing a diverse mix of innovative, cost‑effective resources, including battery storage, nuclear uprates, and natural gas, while collaborating with industry partners to accelerate emerging technologies. These efforts are reinforced by a strong focus on workforce development and community support.

  2. Company Strategy and Highlights

    | | Prioritizing Customer Value | | Enhancing Reliability and Resilience | | 4Announced customer base rates will be held steady at Alabama Power through 2027 and Georgia Power through 2028 4Georgia Power announced plans for the next base rate case to place downward pressure on rates, providing benefits of at least $556 million per year, equivalent to $102 in annual savings for the typical residential customer 4Nicor Gas partnered with Habitat for Humanity to unveil the first home in their Smart Neighborhood, designed to showcase how energy efficiency, renewables and smart technologies help keep energy costs low and improve resilience | | 4Alabama Power partnered with E-Source to develop the Reliability Analytics and Monitoring Platform (RAMP), which provides a comprehensive view of the power grid’s performance and pinpoints root causes of reliability issues 4Georgia Power strengthened the grid in areas previously affected by Hurricane Helene, including hardening of poles and hardware, adding and upgrading reclosing devices, and reconductoring circuits with larger wires 4Mississippi Power completed the redesign and rebuild of a substation to serve customers in Pascagoula in response to growth and economic development | | | | Meeting Projected Growing Demand | | Leading Industry Innovation | | 4Alabama Power announced plans to build the state’s first ever utility-scale battery energy storage system, which will store up to 150 MW of electricity 4Georgia Power received approval from Georgia PSC of 9,900 MW of diverse, cost-effective generation resources, including 3,000 MW of battery storage 4Nicor Gas announced completion of its second renewable natural gas interconnection with a facility converting landfill gas into pipeline quality renewable natural gas 4In order to maximize existing generation, Southern Nuclear is evaluating uprates to six nuclear units with Georgia PSC approval received in the 2025 Georgia Power IRP related to two of the units | | 4PowerSecure will provide advanced electrical and mechanical systems to Edged Energy's first North American data center designed with sustainability at its core and featuring ultra-low emissions backup generation, energy-efficient technologies and a scalable design 4Georgia Power and Mitsubishi Power successfully completed the first trial to validate 50% (by volume ratio) hydrogen fuel blending on an advanced-class gas turbine at both partial and full load 4Southern Nuclear, with Blue Wave AI Labs and Constellation, received the 2025 Global ISOP Innovation Award for AI for the deployment of a nuclear-grade AI application that enables optimized fuel designs and helps lower fuel costs for our customers | | | | Advancing Our Workforce | | Strengthening the Communities We Serve | | 4Alabama Power hosted the 6th Annual Lineworker Career Day event, educating over 200 students from 12 schools on utility linework and career opportunities 4Virginia Natural Gas opened a new state-of-the-art facility for field training, offering hands-on experience in a controlled environment 4Mississippi Power established the third Energy Academy to introduce students to energy industry careers including engaging in all aspects of electrical energy with a heavy emphasis on safety | | 4Southern Linc integrated disparate radio systems of first responders, law enforcement and government agencies into its CriticalLinc™ LTE network, creating thousands of miles of unified communications 4Southern Company Gas and its philanthropic arm, the Southern Company Gas Foundation, awarded more than $11 million in financial gifts in 2025 to over 600 nonprofit organizations in communities across the company's service territory 4Mississippi Power volunteers removed approximately 26,000 pounds of debris from waterways across southeast Mississippi as part of the Renew Our Rivers program | |

  3. Company Strategy and Highlights

    | 6 | Southern Company 2026 Proxy Statement |

  4. Company Strategy and Highlights

    Proxy Voting Roadmap

  5. Company Strategy and Highlights

    | | | | | | The Board, acting upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee, has nominated 12 of the Directors currently serving for re-election to the Southern Company Board of Directors. Each nominee holds or has held senior executive positions, maintains the highest degree of integrity and ethical standards and complements the needs of the Company and the Board. Through their positions, responsibilities, skills and perspectives, which span many industries and organizations, these nominees represent a Board of Directors with a broad range and depth of expertise and experience to effectively oversee the Company's operations, risks and long-term strategy. | | | | | The Board recommends a vote FOR each nominee for Director |

  6. Company Strategy and Highlights

    | | Janaki Akella, 65 Independent Former Digital Transformation Leader, Google LLC Director Since: January 2019 | | | Shantella E. Cooper, 58 Independent Founder and Chief Executive Officer, Journey Forward Strategies, LLC Director Since: October 2023 | | | Anthony F. Earley, Jr., 76 Lead Independent Director Chairman, President and Chief Executive Officer, PG&E Corporation (retired) Director Since: January 2019 | | | James O. Etheredge, 62 Independent Managing Director, Monarch Private Capital and former Chief Executive Officer - North America, Accenture plc Director Since: April 2025 |

  7. Company Strategy and Highlights

    | | David J. Grain, 63 Independent Founder and Chief Executive Officer, Grain Management, LLC Director Since: December 2012 | | | John D. Johns, 74 Independent Senior Advisor, Blackstone Inc. and former Chairman and Chief Executive Officer, Protective Life Corporation Director Since: February 2015 | | | David E. Meador, 69 Independent Vice Chairman and Chief Administrative Officer, DTE Energy (retired) Director Since: April 2023 | | | William G. Smith, Jr., 72 Independent Chairman and Chief Executive Officer, Capital City Bank Group, Inc. Director Since: February 2006 |

  8. Company Strategy and Highlights

    | | Kristine L. Svinicki, 59 Independent Adjunct Professor, University of Michigan Director Since: October 2021 | | | Lizanne Thomas, 68 Independent Partner, Jones Day (retired) Director Since: April 2023 | | | John M. Turner, Jr., 64 Independent Chairman, President and Chief Executive Officer, Regions Financial Corporation Director Since: September 2025 | | | Christopher C. Womack, 68 Chairman, President and Chief Executive Officer, Southern Company Director Since: March 2023 |

  9. Company Strategy and Highlights

    | | | | | | We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. The short- and long-term performance-based compensation program ties executive pay to Company performance, aligns with stockholder interests and is competitive with our industry peers. | | | | | The Board recommends a vote FOR this proposal |

  10. Company Strategy and Highlights

    | Southern Company 2026 Proxy Statement | 7 |

  11. Board of Director Nominees Qualifications, Attributes, Skills and Experience

    Board of Director Nominees Qualifications, Attributes, Skills and Experience The Nominating, Governance and Corporate Responsibility Committee establishes and regularly reviews with the Board the qualifications, attributes, skills and experience that it believes are desirable to be represented on the Board to help ensure they align with the Company’s long-term strategy. We believe our Directors possess a broad range and depth of expertise and experience to effectively oversee the Company’s operations, risks and long-term strategy. This high-level summary is not intended to be an exhaustive list of each Director nominee's skills or contributions to the Board. As a result, the absence of a checkmark does not mean a Director does not necessarily possess that particularly skill or experience.

  12. Board of Director Nominees Qualifications, Attributes, Skills and Experience

    | Qualifications, Attributes, Skills and Experience | | Why they are important to the Company | Experience the Committee is looking for | | | Accounting, Finance and Capital Markets | Our business is multifaceted and capital intensive, requiring complex financial management, comprehensive internal controls and strategic deployment of capital | Accounting and financial reporting, corporate finance, developing financial plans, capital allocation strategies and mergers and acquisitions | | | CEO Experience | To achieve our goals and drive organizational effectiveness, our business requires strategic thinking, long-term planning, risk management, effective leadership, thoughtful governance and clear communication | Experience as a public company CEO or leading a similarly complex organization with an understanding of corporate governance standards, risk management and public company best practices | | | Customer Experience and Regional Knowledge | We work to understand customer expectations in our operating territories and to maintain constructive regulatory relationships with state and local stakeholders | Living or working in our electric and/or natural gas service territories with an understanding of the value that we provide to the customers and communities we serve, as well as an understanding of the state and local business landscape | | | Environment | As we work to build the future of energy, our operating companies must comply with state and federal environmental regulations, including extensive laws governing air, land and water | Environmental or climate policy, risk management, regulation and compliance obligations, as well as an understanding of low-carbon technologies and their associated short- and long-term risks and opportunities | | | Government and Public Policy | Our operations are subject to substantial federal, state and local governmental oversight and the success of our business may be impacted by certain regulatory, legal or governmental decisions | Working in or with governmental agencies, regulatory affairs or public policy, especially in regulated industries | | | Human Capital Management | Our people are at the center of our mission to provide clean, safe, reliable and affordable energy. We are committed to the thoughtful development of our talent and the facilitation of smooth executive transitions to support business continuity | Attracting, developing, motivating and retaining a workforce, including building corporate culture, health and safety, labor relations, succession planning and total rewards | | | Industry Experience | Providing clean, safe, reliable and affordable energy to our customers requires the operation of complex generation and transmission facilities, including nuclear power plants, extensive health and safety oversight and management of large-scale capital projects | Energy or utility industry, including electric and gas utility operations, nuclear operations or industrial health and safety, or overseeing large-scale industrial projects | | | Technology and Innovation | We adopt new technologies and leverage innovation to drive efficiency, improve operations and enhance the customer experience, while managing evolving cybersecurity and digital security risks to protect the resilience of our infrastructure and provide reliability for customers | Technological innovation and digital technology, including data analytics, artificial intelligence, information technology and digital transformation as well as management of cyber threats, risk mitigation and policy |

  13. Board of Director Nominees Qualifications, Attributes, Skills and Experience

    | 10 | Southern Company 2026 Proxy Statement |

  14. Board of Director Nominees Qualifications, Attributes, Skills and Experience

    | | | | | | | | | | | | | | | | | Accounting, Finance and Capital Markets | | | | | | | | | | | | | | | CEO Experience | | | | | | | | | | | | | | | Customer Experience and Regional Knowledge | | | | | | | | | | | | | | | Environment | | | | | | | | | | | | | | | Government and Public Policy | | | | | | | | | | | | | | | Human Capital Management | | | | | | | | | | | | | | | Industry Experience | | | | | | | | | | | | | | | Technology and Innovation | | | | | | | | | | | | |

  15. Board Refreshment, Board Succession Planning and Board Composition

    Board Refreshment, Board Succession Planning and Board Composition The Nominating, Governance and Corporate Responsibility Committee continues to focus on Board refreshment to align the Board’s long-term composition with the Company’s long-term strategy and to effect meaningful Board succession planning. It has an evergreen Board search process in place and has retained a nationally-recognized Board search firm to assist in the identification of qualified candidates. The Nominating, Governance and Corporate Responsibility Committee evaluates the evolving attributes, skills, experience, qualifications and expertise needed by the Board to determine the Board’s membership and size. Since 2023, the Board has elected six new Directors with a broad range of experience and expertise aligned with the Board's oversight responsibilities.

  16. Board Refreshment, Board Succession Planning and Board Composition

    | Board Additions in 2025 | | | | James O. Etheredge Managing Director, Monarch Private Capital and former Chief Executive Officer - North America, Accenture plc | | | John M. Turner, Jr. Chairman, President and Chief Executive Officer, Regions Financial Corporation |

  17. Board Refreshment, Board Succession Planning and Board Composition

    | | The Board aims to strike a balance between the knowledge that comes from longer-term service on the Board and the new experience and ideas that come from adding Directors to the Board. The Board believes the average tenure of the 12 Director nominees of approximately six years reflects the balance the Board seeks between the different perspectives brought by longer-serving Directors and new Directors. The Board aims to continue to refresh its membership over time. |

  18. Board Refreshment, Board Succession Planning and Board Composition

    Our commitment to Our Values, including Intentional Inclusion and Superior Performance, begins with the Board. The Board believes a broad range of experiences and expertise contributes to a more effective decision-making process and helps drive long-term value. The Nominating, Governance and Corporate Responsibility Committee actively seeks out candidates with diverse backgrounds, skills and experience to include in the pool from which the Board nominees are chosen, with the ultimate decision on all Board nominations being based on contributions that the selected nominees will bring to the Board. The Nominating, Governance and Corporate Responsibility Committee assesses the effectiveness of its refreshment efforts and the development of a constructive culture through its regular evaluations of the Board’s composition.

  19. Board Refreshment, Board Succession Planning and Board Composition

    | Director Nominee Attributes | | | | | | | | |

  20. Board Refreshment, Board Succession Planning and Board Composition

    | Southern Company 2026 Proxy Statement | 11 |

  21. Board Nomination Process

    Board Nomination Process

  22. Identifying Nominees for Election to the Board

    Identifying Nominees for Election to the Board The Nominating, Governance and Corporate Responsibility Committee, comprised entirely of independent Directors, is responsible for identifying, evaluating and recommending nominees for election to the Board. Final selection of the nominees for election to the Board is within the sole discretion of the Board. The Nominating, Governance and Corporate Responsibility Committee also evaluates and makes recommendations about the size of the Board. The Board is currently comprised of 14 members. Two of our currently serving Directors, Mr. James and Dr. Klein, will retire at the upcoming annual meeting. Effective as of the annual meeting, the Board will be reduced to 12 members. The Board believes that, as a whole, it should have collective qualifications, attributes, skills and experience beneficial to our Company and in line with our long-term strategic plans. Mr. Turner was recommended by the Nominating, Governance and Corporate Responsibility Committee for election as an independent Director and was elected to the Board effective September 1, 2025. Mr. Turner was identified as a candidate by the CEO and the non-management Directors.

  23. Identifying Nominees for Election to the Board

    | 1 | Board Succession Planning 4Evaluate qualifications and skills of Board | | 4Identify skills and experience to enhance effectiveness | | | 2 | Identification of Candidates by Nomination, Governance and Corporate Responsibility Committee | | | | | | 4Evergreen process | 4Assistance from independent search firm | | 4Identify qualified candidates based on talent framework | | | 4Consider personal characteristics and qualifications, including: | | | | | | History of achievement that reflects superior standards Willingness to commit sufficient time Genuine interest in the Company and a recognition that, as a member of the Board, one is accountable to the stockholders of the Company, not to any particular interest group Candidates with diverse backgrounds, skills and experience | | Highest degree of integrity and ethical standards Independence from management Ability to provide sound and informed judgment Financial literacy Number of other board memberships | | | 3 | Meeting with Candidates Interviews with: | | | | | | 4Chairman and CEO 4Lead Independent Director | | 4Members of Nominating, Governance and Corporate Responsibility Committee 4All members of the Board | | | | All Board members are provided an opportunity to interview selected candidates and provide feedback | | | | | 4 | Decision and Nomination Nomination by Nominating, Governance and Corporate Responsibility Committee and approval by full Board | | | | | 5 | Election Stockholders consider the nominees and elect Directors at the annual meeting to serve one-year terms. The Board may also elect Directors on the recommendation of the Nominating, Governance and Corporate Responsibility Committee throughout the year, following the same process, when determined to be in the best interests of the Company and its stockholders. | | | |

  24. Identifying Nominees for Election to the Board

    | | Result We have nominated two new highly qualified Directors in the past year. |

  25. Identifying Nominees for Election to the Board

    | 12 | Southern Company 2026 Proxy Statement |

  26. Biographical Information about our Nominees for Director

    Biographical Information about our Nominees for Director

  27. Biographical Information about our Nominees for Director

    | | | | | | | Janaki Akella Former Digital Transformation Leader, Google LLC | | | | | Age: 65 Director since: January 2019 | | Board committees: Audit; Business Security and Resiliency (Chair) Other public company directorships: Akamai Technologies, Inc., SLM Corporation and Fractal Analytics Limited | | Director Highlights Dr. Akella’s qualifications include electrical engineering experience and knowledge, global business technology, data and analytics expertise and cybersecurity and artificial intelligence matters knowledge. Her understanding and involvement with technology market disruptions is particularly valuable to the Board as the Southern Company system continues to develop innovative business strategies. | | 4Dr. Akella served as the Digital Transformation Leader of Google LLC, a multinational technology company specializing in internet-related products, from 2017 until March 2023. At Google, Dr. Akella addressed challenges and complex technical issues arising from new technologies and new business models. 4Prior to joining Google, Dr. Akella held a number of leadership positions during a 17-year career at McKinsey & Company, where she most recently served as principal. She led and contributed to over 100 consulting engagements in North America, Europe, Asia and Latin America with multiple project teams and client executives. She began her career with Hewlett-Packard as a member of the system technology technical staff, engineer scientist and technical contributor. 4She serves on the Boards of Akamai Technologies, Inc. (NASDAQ: AKAM), a cybersecurity and cloud computing company that powers and protects businesses online, where she is a member of the Audit and Finance Committees, and SLM Corporation (NASDAQ: SLM), commonly known as Sallie Mae, where she is a member of the Audit and Operational and Compliance Risk Committees. She also serves on the Board of Fractal Analytics Limited, a global enterprise artificial intelligence company that is listed on the Bombay Stock Exchange and the National Exchange of India, where she is a member of the Audit, Nomination and Remuneration, Risk Management and Stakeholder's Relationship Committees. 4Dr. Akella serves on the Board of averQ, Inc., a private company that provides risk management platforms to regulated financial services companies. | |

  28. Biographical Information about our Nominees for Director

    | | | | | | | Shantella E. Cooper Founder and Chief Executive Officer of Journey Forward Strategies, LLC | | | | | Age: 58 Director since: October 2023 | | Board committees: Business Security and Resiliency; Compensation and Talent Development; Nominating, Governance and Corporate Responsibility Other public company directorships: Intercontinental Exchange, Inc. and SouthState Corporation | | Director Highlights Ms. Cooper’s qualifications include more than 30 years of talent development and executive leadership experience working with Fortune 500 corporations, private companies and the non-profit sector. Her expertise in developing sustainable people-focused business strategies is valuable to the Board. | | 4Ms. Cooper is Founder and Chief Executive Officer of Journey Forward Strategies, a solutions-focused consulting firm specializing in leadership development and organizational effectiveness. With over 30 years of experience and expertise, she delivers sustainable results for her clients, while excelling in the areas of executive coaching, leadership and culture development and business transformation. Ms. Cooper also serves as a senior advisor, and was previously an external executive coach, to McKinsey & Company. 4She served as Executive Director for the Atlanta Committee for Progress (ACP) from 2019 to 2022. ACP is a partnership between the city’s top business, civic and academic leaders and the Mayor of Atlanta to support economic growth and inclusion. 4Ms. Cooper served as Chief Transformation Officer of WestRock from 2016 to 2019 where she developed infrastructure and processes essential for business growth via mergers and acquisitions. She simultaneously led the Recycling and Waste Services Division, as well as the Enterprise Logistics, Global Procurement and Information Technology functional organizations. From 2002 to 2016, Ms. Cooper served in several roles at Lockheed Martin, including Vice President and General Manager, Vice President of Human Resources and Vice President of Business Ethics. 4She serves on the Board of Intercontinental Exchange, Inc. (NYSE: ICE), where she is chair of the Risk Committee and a member of the Compensation Committee, and SouthState Corporation (NYSE: SSB), where she is chair of the Compensation Committee and a member of the Audit Committee. She served on the Board of Veritiv Corporation, a leading distributor of packaging, facility solutions and print products, until 2023. 4Ms. Cooper serves on the Boards of Grady Memorial Hospital Corporation and Emory University, as well as several other Atlanta-area boards supporting technology, research and education. She has been recognized for her expertise in workforce and leadership development by numerous publications and organizations. | |

  29. Biographical Information about our Nominees for Director

    | Southern Company 2026 Proxy Statement | 15 |

  30. Biographical Information about our Nominees for Director

    | | | | | | | Anthony F. “Tony” Earley, Jr. Chairman, President and Chief Executive Officer, PG&E Corporation (retired) | | | | | Age: 76 Director since: January 2019 | | Board committees: Operations, Environmental and Safety Other public company directorships: None | | Director Highlights Mr. Earley’s qualifications include public company CEO experience and energy industry expertise including nuclear regulation, generation and technology, as well as cybersecurity matters, environmental matters and major capital projects. His experience as the president and chief executive officer of energy companies and his involvement in electric industry-wide research and development programs are valuable to the Board. | | 4Mr. Earley served as Chairman, President and Chief Executive Officer of PG&E Corporation, a public utility holding company providing natural gas and electric services, from 2011 until February 2017, when he became Executive Chairman. He served as Executive Chairman until his retirement from PG&E in December 2017. On January 29, 2019, PG&E Corporation and its subsidiary Pacific Gas and Electric Company filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code as a result of wildfire claims in California. 4Before joining PG&E, he served in several executive leadership roles during his 17 years at DTE Energy, including Executive Chairman, Chairman and Chief Executive Officer. Prior to joining DTE Energy in March 1994, he served in various capacities at Long Island Lighting Company, including President and Chief Operating Officer. He was a partner at the Hunton & Williams LLP law firm as a member of the energy and environmental team. He also served as an officer in the U.S. Navy nuclear submarine program where he was qualified as a chief engineer. 4Mr. Earley served on the Board of Ford Motor Company until 2022. He also previously served on the Boards of DTE Energy, PG&E Corporation, Comerica Incorporated, Masco Corporation and Long Island Lighting Company. 4He previously served on the executive committees of the Edison Electric Institute and the Nuclear Energy Institute and served on the Board of the Electric Power Research Institute. He serves as Chairman of the Board of the Detroit Zoological Society. | |

  31. Biographical Information about our Nominees for Director

    | | | | | | | James O. "Jimmy" Etheredge Managing Director at Monarch Private Capital and former Chief Executive Officer - North America, Accenture plc | | | | | Age: 62 Director since: April 2025 | | Board committees: Audit; Compensation and Talent Development; Finance Other public company directorships: None | | Director Highlights Mr. Etheredge’s qualifications include CEO experience, technology and innovation expertise, accounting and cybersecurity experience and a deep understanding of the customer experience in the utility industry. His leadership experience, his broad knowledge of industries within our regional service territories and his experience with innovative solutions are of significant value to the Board. | | 4Mr. Etheredge is a Managing Director of Corporate Solutions at Monarch Private Capital, an impact investment firm, and a consultant for Feigen Advisors, a CEO advisory firm, since 2025. 4He served as Chief Executive Officer – North America of Accenture plc, a global multinational professional services company, leading the company’s largest market (U.S. and Canada) from 2019 to August 2023, and as a special advisor to the CEO and Board until July 2024. His responsibilities as CEO - North America included driving results through an 80,000-member team and executing Accenture’s strategy and consulting, interactive, technology (including AI and cloud) and operations practices. 4From 2016 until 2019, Mr. Etheredge was Senior Managing Director of U.S. Southeast, responsible for leading Accenture's business in ten states. In this role, he oversaw the firm's business across all consulting specialties and client industry segments within the region and during this time he extended Accenture's innovation hub network by creating an innovation incubator at the Georgia Institute of Technology. 4Mr. Etheredge joined Accenture in 1985, became a partner in 1997 and an executive partner in 2011. During his career at Accenture, Mr. Etheredge advised clients in the utilities industry both in the U.S. and worldwide with a focus on customer service and customer care. 4He serves as Deputy Chair of the Federal Reserve Bank of Atlanta, where he is a member of the Executive and Audit and Risk Committee. He is a member of the Board of Encora Digital LLC, a private global digital engineering company. He is part of the governance body for Grant Thornton Advisors and its tax and advisory affiliates, serving as an attendee of the General Partner of Grant Thornton Advisor’s parent. 4Mr. Etheredge serves as a trustee of the Georgia Tech Foundation and Woodruff Arts Center and on the Boards of the Atlanta Police Foundation, Techbridge and the Atlanta Area Council of Scouting America. | |

  32. Biographical Information about our Nominees for Director

    | 16 | Southern Company 2026 Proxy Statement |

  33. Biographical Information about our Nominees for Director

    | | | | | | | David J. Grain Founder and Chief Executive Officer, Grain Management, LLC (Grain Management) | | | | | Age: 63 Director since: December 2012 | | Board committees: Finance; Nominating, Governance and Corporate Responsibility (Chair) Other public company directorships: Dell Technologies and New Fortress Energy Inc. | | Director Highlights Mr. Grain’s qualifications include CEO experience, capital allocation expertise, financial expertise, major capital projects knowledge and experience, technology innovations knowledge and experience and risk management experience. His knowledge and involvement managing large and small businesses and raising and managing investor capital, particularly in a regulated industry, is also valuable to the Board. | | 4Mr. Grain is the Founder, Chief Executive Officer and Managing Director of Grain Management, a private equity firm focused on global investments in the media and communications sectors, which he founded in 2006. With headquarters in Washington, D.C. and offices in New York City, New York, Sarasota, Florida and London, England, the firm manages capital for a number of the world’s leading academic endowments, public pension funds and foundations. He also founded and was Chief Executive Officer of Grain Communications Group, Inc. 4Prior to founding Grain Management, Mr. Grain served as President of Global Signal, Inc., Senior Vice President of AT&T Broadband’s New England Region and Executive Director in the High Yield Finance Department at Morgan Stanley. 4He was appointed by President Obama in 2011 and again in 2024 by President Biden to the National Infrastructure Advisory Council. 4Mr. Grain previously served as Chairman of the Florida State Board of Administration Investment Advisory Council as an appointee of former Governor Charlie Crist, where he provided independent oversight of the state board’s funds and major investment responsibilities, including investments for the Florida Retirement System programs. 4He is a Director of Dell Technologies Inc. (NYSE: DELL), where he is a member of the Audit Committee, and New Fortress Energy, Inc. (NASDAQ: NFE), where he is a member of the Audit Committee. Previously, he was a director of Catalyst Partners Acquisition Corporation, a special purpose acquisition corporation, until 2023. 4Mr. Grain serves on the Dartmouth College Board of Trustees, as Vice Chair of the Advisory Council of the National Museum of African American History and Culture and Chair of the Board of the Martha's Vineyard Museum. | |

  34. Biographical Information about our Nominees for Director

    | | | | | | | John D. Johns Senior Advisor at Blackstone Inc. (Blackstone) and former Chairman and Chief Executive Officer of Protective Life Corporation (Protective Life) | | | | | Age: 74 Director since: February 2015 | | Board committees: Finance (Chair); Nominating, Governance and Corporate Responsibility Other public company directorships: None | | Director Highlights Mr. Johns’ qualifications include public company CEO experience, financial expertise, capital allocation experience and risk management experience in a highly-regulated industry. His legal background as the former general counsel of a large energy public holding company that included natural gas operations and his prior service for over a decade on the Board of Directors of Alabama Power are also of significant value to the Board. | | 4Mr. Johns has served as a Senior Advisor at Blackstone, an investment firm, since April 2022. 4He retired in 2020 as Chairman, DLI North America Inc., the oversight company for Protective Life, a provider of financial services through insurance and investment products. Mr. Johns served as Chairman and Chief Executive Officer of Protective Life from 2002 to 2017 and President from 2002 to January 2016. He joined Protective Life in 1993 as Executive Vice President and Chief Financial Officer. 4Before his tenure at Protective Life, he served as general counsel of Sonat, Inc., a diversified energy company. Prior to joining Sonat, he was a founding partner of the law firm Maynard, Cooper & Gale, P.C. 4Mr. Johns previously served on the Board of Alabama Power from 2004 to 2015 where he was a member of the Nominating and Executive Committees. 4He served on the Board of Genuine Parts Company, where he was Lead Independent Director and a member of the Compensation and Human Capital and Executive Committees, until 2025. He served on the Board of Regions Financial Corporation until 2024. 4Mr. Johns served on the Executive Committee of the Financial Services Roundtable in Washington, D.C. and is a past chairman of the American Council of Life Insurers. He has also served as Chairman of the Business Council of Alabama, the Birmingham Business Alliance, the Greater Alabama Council of Scouting America and Innovation Depot, Alabama’s leading business and technology incubator. | |

  35. Biographical Information about our Nominees for Director

    | Southern Company 2026 Proxy Statement | 17 |

  36. Biographical Information about our Nominees for Director

    | | | | | | | David E. Meador Vice Chairman and Chief Administrative Officer of DTE Energy (retired) | | | | | Age: 69 Director since: April 2023 | | Board committees: Audit; Operations, Environmental and Safety Other public company directorships: None | | Director Highlights Mr. Meador’s qualifications include public energy company experience and expertise in the energy sector, including financial, information technology, manufacturing, procurement, and corporate and public affairs. His extensive involvement in economic and workforce development, corporate culture and government and community relations are all of value to the Board. | | 4Mr. Meador served as Vice Chairman and Chief Administrative Officer of DTE Energy, a diversified energy company involved in the development and management of energy-related businesses and services, from 2014 until 2022. In his 25 years at DTE Energy, he served in several executive leadership positions, including Executive Vice President and Chief Financial Officer. 4With over 40 years of experience in the manufacturing and energy sectors, he is a recognized expert in finance and accounting, business strategy, governance, sustainability, mergers and acquisitions, government and community relations, procurement and information technology. 4Prior to joining DTE Energy, Mr. Meador served in a variety of financial and accounting positions at Chrysler Corporation for 14 years and was an auditor with Coopers & Lybrand. 4He previously served on the Boards of Amerisure Mutual Insurance, Landauer, Inc. and Energy Insurance Mutual. Mr. Meador led the creation, and was the Executive Director, of the Detroit Regional CEO Group. He currently serves on several non-profit boards supporting workforce and economic development, autism services and disability self-employment. | |

  37. Biographical Information about our Nominees for Director

    | | | | | | | William G. Smith, Jr. Chairman of the Board and Chief Executive Officer of Capital City Bank Group, Inc. | | | | | Age: 72 Director since: February 2006 | | Board committees: Audit (Chair) Other public company directorships: Capital City Bank Group, Inc. | | Director Highlights Mr. Smith’s qualifications include public company CEO experience, finance and capital allocation expertise, risk management expertise and audit and financial reporting experience. He contributes valuable perspectives on management, operations and regulatory compliance from his experience as the chief executive officer of a public company in a highly-regulated industry. | | 4Mr. Smith began his career at Capital City Bank, a publicly-traded financial holding company providing a full range of banking services, in 1978, where he worked in a number of positions of increasing responsibility before being elected President and Chief Executive Officer of Capital City Bank Group, Inc.(NASDAQ: CCBG) in January 1989. He was elected Chairman of the Board of the Capital City Bank Group, Inc. in 2003 and served as President until 2025. 4He previously served on the Board of the Federal Reserve Bank of Atlanta and First National Bankers Bank. 4Mr. Smith is the former Federal Advisory Council Representative for the Sixth District of the Federal Reserve System and past Chair of Tallahassee Memorial and the Tallahassee Area Chamber of Commerce. 4He served as the Company’s Lead Independent Director from 2012 to 2014. | |

  38. Biographical Information about our Nominees for Director

    | 18 | Southern Company 2026 Proxy Statement |

  39. Biographical Information about our Nominees for Director

    | | | | | | | Kristine L. Svinicki Adjunct Professor, University of Michigan and former Commissioner and Chairman, U.S. Nuclear Regulatory Commission | | | | | Age: 59 Director since: October 2021 | | Board committees: Business Security and Resiliency; Operations, Environmental and Safety Other public company directorships: Pinnacle West Capital Corporation and its wholly-owned subsidiary Arizona Public Service Company | | Director Highlights Ms. Svinicki’s qualifications include nuclear energy and technology expertise and federal and state energy policy expertise. As a former Chairman of the U.S. Nuclear Regulatory Commission, she has vast experience and insight into nuclear regulation and generation, as well as environmental and cybersecurity matters. Her leadership skills, contributions to U.S. nuclear energy policies and extensive nuclear energy knowledge are of significant value to the Board. | | 4Ms. Svinicki was appointed a member of the U.S. Nuclear Regulatory Commission, the federal agency responsible for regulation of nuclear reactor materials and safety, by three U.S. Presidents, becoming that organization’s longest-serving member. She served as a Commissioner from 2008 until 2017 and as Chairman from 2017 to 2021. 4Prior to her tenure on the U.S. Nuclear Regulatory Commission, she spent over a decade as a staff member in the U.S. Senate working on issues related to national security, science and technology and energy and the environment. She also served as a professional staff member on the Senate Armed Services Committee where she was responsible for the committee’s portfolio of defense science and technology programs and policies, and for the atomic energy defense activities of the U.S. Department of Energy, including nuclear weapons, nuclear security and environmental programs. 4Previously, Ms. Svinicki served as a nuclear engineer in the U.S. Department of Energy’s Washington, D.C. offices of Nuclear Energy, Science and Technology, and of Civilian Radioactive Waste Management, as well as its Idaho Operations Office, in Idaho Falls, Idaho. 4She serves on the Board of Pinnacle West Capital Corporation (NYSE: PNW), an Arizona energy company, and is a member of the Audit, Finance and Nuclear and Operating Committees. She also serves on the Board of Pinnacle West Capital Corporation’s principal subsidiary, Arizona Public Service Company. 4Ms. Svinicki is a longstanding member of the American Nuclear Society and serves on the Board of TerraPower Holdco, a nuclear innovation company. 4She currently serves as an adjunct professor of nuclear engineering and radiological sciences at the University of Michigan. | |

  40. Biographical Information about our Nominees for Director

    | | | | | | | Lizanne Thomas Partner, Jones Day (retired) | | | | | Age: 68 Director since: April 2023 | | Board committees: Compensation and Talent Development (Chair); Finance; Nominating, Governance and Corporate Responsibility Other public company directorships: None | | Director Highlights Ms. Thomas’ qualifications include mergers and public and private acquisitions expertise as well as corporate governance and stockholder activism experience. Her legal background and extensive governance work with publicly traded companies across a wide spectrum of industries are all of value to the Board. | | 4Ms. Thomas retired at the end of 2023 as Partner and Chair of the Governance and Activism practice of the global law firm Jones Day after 41 years of service. In addition to leading the firm’s corporate governance and activism practice, she has substantial experience in public company mergers and acquisitions, having led many of the firm’s multi-billion dollar transactions. Ms. Thomas served in various senior management roles at Jones Day, including most recently as Partner-in-Charge of the firm’s Southeast U.S. Region from 2014 through 2022. 4She served on the Board of Logility Supply Chain Solutions, Inc. (formerly American Software, Inc.), where she chaired the Governance Committee and also served on the Audit and Compensation Committees, until 2025. She previously served on the Boards of Popeyes Louisiana Kitchen, Inc., Atlantic Capital Bancshares and Krispy Kreme Doughnuts, Inc. In 2016, Ms. Thomas was named one of the top 100 directors by the National Association of Corporate Directors. 4Ms. Thomas is a director of RS&H, Inc., an employee-owned architectural and engineering company, and a consultant for Cushman & Wakefield, a residential property management firm. 4She is a Fellow of the American College of Governance Lawyers and is Chair of the Georgia Research Alliance. She also serves on the Board of Trustees of Furman University and the Lettie Pate Evans Foundation. | |

  41. Biographical Information about our Nominees for Director

    | Southern Company 2026 Proxy Statement | 19 |

  42. Biographical Information about our Nominees for Director

    | | | | | | | John M. Turner, Jr. Chairman of the Board, President and Chief Executive Officer of Regions Financial Corporation | | | | | Age: 64 Director since: September 2025 | | Board committees: Finance; Operations, Environmental and Safety Other public company directorships: None | | Director Highlights Mr. Turner's qualifications include public company CEO experience, finance and capital allocation experience, audit and financial reporting experience and risk management experience. His leadership experience, deep understanding of customers within our regional service territories and experience operating in a highly regulated industry are also valuable to the Board. | | 4Mr. Turner became Chairman of Regions Financial Corporation (Regions) (NYSE: RF), one of the nation’s largest regional banks, in 2024, having served as President, Chief Executive Officer and a member of the Board of Directors since 2018 and President since 2017. He first joined Regions in 2011 as President of its South Region and led the Corporate Banking Group from 2014 to 2018. 4From 1994 to 2011, Mr. Turner served in positions of increasing responsibility at Whitney National Bank. He was named President of Whitney National Bank and Whitney Holding Corporation in 2008 and was elected to the bank and holding company Boards of Directors. 4He served as the Federal Advisory Council representative for the Sixth District of the Federal Reserve System. 4Mr. Turner serves as a Trustee for the University of Georgia Foundation and on the Boards of the Economic Development Partnership of Alabama, Prosper Birmingham, United Way of Central Alabama, Business Council of Alabama, A Plus Education Foundation and Infirmary Health System. He was appointed by the Governor of Alabama to serve on the Alabama Growth Alliance. | |

  43. Biographical Information about our Nominees for Director

    | | | | | | | Christopher C. Womack Chairman of the Board, President and Chief Executive Officer of Southern Company | | | | | Age: 68 Director since: March 2023 | | Board committees: None Other public company directorships: Invesco Ltd. | | Director Highlights Mr. Womack’s qualifications include operating company CEO experience, power delivery experience and human resources experience. His extensive knowledge of the Company, its customers and communities based on more than 35 years of service, as well as his external affairs and government policy expertise, are valuable to the Board. | | 4Mr. Womack was named President, effective March 2023; Chief Executive Officer, effective May 2023; and Chairman of the Board, effective December 2023. He has held numerous leadership positions across the Southern Company system, most recently serving as Chairman and Chief Executive Officer of Georgia Power since June 2021 and President of Georgia Power since November 2020. Prior to that, Mr. Womack served as Executive Vice President and President of External Affairs of the Company from January 2009 to October 2020. 4Mr. Womack joined Southern Company in 1988 and has served as executive vice president of external affairs at Georgia Power and senior vice president and senior production officer of Southern Company Generation, where he was responsible for coal, gas, and hydro generation for Georgia Power and Savannah Electric, a subsidiary of Southern Company that merged into Georgia Power in 2006. Mr. Womack also served as senior vice president of human resources and chief people officer at Southern Company, as well as senior vice president of public relations and corporate services at Alabama Power. 4Prior to joining Southern Company, he worked on Capitol Hill for the U.S. House of Representatives in Washington D.C. He served as a legislative aide for former Congressman Leon E. Panetta and as staff director for the Subcommittee on Personnel and Police for the Committee on House Administration. 4Mr. Womack serves on the Board of Invesco Ltd. (NYSE: IVZ), where he is a member of the Audit, Nomination and Corporate Governance and Compensation Committees. Mr. Womack served on the Board of Essential Utilities, Inc. until 2023. 4He also serves on the Board of Georgia Ports Authority. He is past chair of the Board of the East Lake Foundation and is on the national Board of The First Tee. Mr. Womack previously chaired the Atlanta Convention and Visitors Bureau Board and the Atlanta Sports Council. | |

  44. Biographical Information about our Nominees for Director

    | 20 | Southern Company 2026 Proxy Statement |

  45. Director Compensation

    Director Compensation Only non-employee Directors of the Company are compensated for service on the Board. For 2025, the pay components for non-employee Directors were:

  46. Director Compensation

    | Annual cash retainers | | | Cash retainer | 120,000 | | Additional cash retainer if serving as the Lead Independent Director of the Board | 35,000 | | Additional cash retainer if serving as a chair of a standing committee of the Board other than the Audit Committee | 20,000 | | Additional cash retainer if serving as chair of the Audit Committee | 25,000 | | Annual equity grant | | | In deferred common stock units until Board membership ends | 170,000 | | Meeting fees | | | Meeting fees are not paid for participation in a meeting of the Board | — | | Meeting fees are not paid for participation in a meeting of a committee or subcommittee of the Board | — |

  47. Director Compensation

    In October 2025, the Nominating, Governance and Corporate Responsibility Committee engaged Pay Governance to provide an independent assessment of the current non-employee director compensation program to ensure continued alignment with comparable companies and sound governance practices. The Nominating, Governance and Corporate Responsibility Committee last obtained a market assessment of the program in October 2023. Pay Governance reported that the Company's current program provides total direct compensation (cash retainer and equity grant) below the 50th percentile of utility peers and equal to the 50th percentile of a broad group of industry companies. Based on this assessment, the Nominating, Governance and Corporate Responsibility Committee recommended, and the full Board approved, the following changes to the program effective January 1, 2026: 4$5,000 increase to the annual cash retainer, 4$5,000 increase to the additional cash retainer for the Lead Independent Director of the Board and 4$10,000 increase to the annual equity grant.

  48. Director Compensation Table

    Director Compensation Table The following table reports compensation to the non-employee Directors during 2025.

  49. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Janaki Akella | 140,000 | 170,000 | — | 310,000 | | Henry A. Clark III(4) | 60,000 | 85,000 | 25,000 | 145,000 | | Shantella E. Cooper | 120,000 | 170,000 | — | 290,000 | | Anthony F. Earley, Jr. | 155,000 | 170,000 | — | 325,000 | | James O. Etheredge(5) | 90,000 | 127,500 | — | 217,500 | | David J. Grain | 140,000 | 170,000 | — | 310,000 | | Donald M. James | 120,000 | 170,000 | — | 290,000 | | John D. Johns | 140,000 | 170,000 | — | 310,000 | | Dale E. Klein | 140,000 | 170,000 | — | 310,000 | | David E. Meador | 120,000 | 170,000 | — | 290,000 | | William G. Smith, Jr. | 145,000 | 170,000 | — | 315,000 | | Kristine L. Svinicki | 120,000 | 170,000 | — | 290,000 | | Lizanne Thomas | 140,000 | 170,000 | — | 310,000 | | John M. Turner, Jr.(6) | 39,783 | 56,359 | — | 96,142 |

  50. Director Compensation Table

    (1)Includes amounts voluntarily deferred in the Director Deferred Compensation Plan. (2)Represents the grant date fair market value of deferred common stock units.

  51. Director Compensation Table

    | 34 | Southern Company 2026 Proxy Statement |

  52. Director Compensation Table

    (3)In connection with his retirement from the Board, the Company committed in 2025 to make a charitable donation in the name of Mr. Clark to a non-profit organization of his choice. No other non-employee Director of the Company received perquisites in an amount above the reporting threshold. (4)Mr. Clark retired from the Board in May 2025. (5)Mr. Etheredge joined the Board effective April 1, 2025. (6)Mr. Turner joined the Board effective September 1, 2025.

  53. Executive Compensation Best Practices

    | What We Do | | What We Don’t Do | | Align actual payouts with performance and stockholder interests 100% of short- and long-term incentive awards are performance based Independent compensation consultant retained by the Committee Policy against hedging and pledging of stock by Directors and executive officers Executive officers receive limited perquisites that make up a small portion of total compensation Change-in-control severance payouts require double-trigger of change in control and termination of employment Strong stock ownership requirements for executive officers Annual compensation review conducted to help ensure fair pay | Annual compensation risk assessment undertaken with input from an independent consultant Clawback provisions apply to all incentive compensation awards with enhanced Clawback Policy provisions for key executives, including in the event of misconduct 91% of CEO target pay is at risk based on achievement of performance goals Evaluate stockholder feedback through year-round engagement and results of prior years' Say on Pay votes Dividends on stock awards paid only if underlying award is earned Establish rigorous financial goals that align to external guidance and non-financial goals that primarily target top quartile industry performance | No tax gross ups on executive perquisites for executive officers (except on certain relocation-related expenses) No employment agreements with our executive officers No excise tax gross-ups on change-in control severance arrangements No additional service granted under supplemental retirement plans since 2014 |

  54. Overview of Key 2025 Compensation Components

    | | Element | Vehicle | Link to Stockholder Value | | | Base Salary | Cash | 4Fixed cash compensation rewards scope of responsibility, experience and individual performance to attract and retain top talent | | | Annual Performance Pay Program (PPP) | Cash | 4Promotes strong short-term business results by rewarding value drivers, without creating an incentive to take excessive risk 4Serves as key compensation vehicle for rewarding annual results and differentiating performance each year | | | Long-Term Incentive Program (LTI) | Performance share units (PSUs) (paid in shares of common stock) Performance-based restricted stock units (PRSUs) (paid in shares of common stock) | 4PSUs reward achievement of financial goals and stock price performance compared to utility peers over a three-year period 4PRSUs reward achievement of financial goals related to our ability to pay regular dividends while promoting employee retention 4Equity awards provide a significant stake in the long-term financial success of the Company that is aligned with stockholder interests and promotes employee retention 4For the CEO, CFO and COO, PSUs link a portion of LTI compensation with the Company’s GHG reduction goals | | | Employee Savings Plan | 401(k) plan | 4Creates shared responsibility for retirement through matching contributions | | | Pension Benefits | Defined benefit and supplemental pension plans | 4Financially efficient vehicle to provide market-competitive retirement benefits while promoting employee retention |

  55. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  56. 2025 Annual Performance Pay Program (PPP)

    2025 Annual Performance Pay Program (PPP) The formula for computing PPP payouts is as follows:

  57. 2025 Annual Performance Pay Program (PPP)

    | Base Salary | | Target Award Percentage | | Performance Goal Achievement | | PPP Award Earned | | | | (% of Base Salary; varies by pay grade) | | (Payout ranges from 0% to 200%) | | |

  58. Goal Rigor and Process Used to Set Goals

    Goal Rigor and Process Used to Set Goals 4We use a rigorous goal setting process that includes three Board committees: •The Finance Committee reviews and approves the financial plan, including short-term targets and long-term objectives. •The Operations, Environmental and Safety Committee reviews the operational goal objectives and methodology for each of the goal benchmarks and makes recommendations to the Compensation Committee. •The Compensation Committee reviews the input provided and approves PPP goal stretch targets to motivate the leadership team to deliver results. The Committee evaluates the PPP goals compared to internal expectations, industry benchmarks, recent relative and absolute performance and anticipated challenges and opportunities within the performance period. 4The Compensation Committee sets the financial goals for EPS and business unit net income based on the Company’s financial plan and investor growth expectations, focusing on providing regular, predictable and sustainable EPS and dividend growth. 4The Compensation Committee sets the operational goals to focus on delivering clean, safe, reliable and affordable energy to our customers. During 2025, the Compensation Committee undertook a thorough review of the pay for performance alignment of the operational goals with the assistance of our independent compensation consultant. 4PPP Funding Threshold: no payout under the PPP can be made if events occur that impact the Company’s financial ability to fund the common stock dividends

  59. Operational Goal Setting Process

    | The Committee believes that operational goal targets should be set at challenging levels to achieve and drive top quartile performance and continuous improvement | | The Committee establishes operational goals that are primarily based on industry benchmarks, with the objective of delivering top quartile results, and top decile where appropriate, compared to industry peers. For goals that do not have a comparable industry benchmark, the Committee sets stretch targets to motivate continuous improvement. As part of its goal-setting process, the Committee reviews previous goals and performance along with input from the Operations, Environmental and Safety Committee on operational goals to appropriately align the threshold, target and maximum goals with Company performance expectations. |

  60. 2025 Financial and Operational Performance

    | Goals | | | | Result | Goal Performance | | Financial Goals (Weight 65%) | | | | | | | | Threshold | Target | Maximum | Result | Performance(1) | | Adjusted EPS(2) | $4.05 | $4.25 | $4.45 | $4.30 | 176% | | Alabama Power Net Income (millions; Mr. Peoples) | 1,349 | 1,493 | 1,550 | 1,515 | 175% | | Georgia Power Net Income (millions; Ms. Greene) | 2,489 | 2,745 | 2,850 | 2,810 | 183% | | Operational Goals - Customer Experience and Reliability (Weight 21%)(3) | | | | | | | | | Target | | Result | Performance(1) | | Customer Satisfaction (Electric) | Median on J.D. Power and Net Promoter Score benchmarks | | | Top quartile results overall (2nd quartile in certain business unit segments) | 185% | | Customer Satisfaction (Gas) | Customer Experience: 78.1% J.D. Power: 523 | | | Customer Experience: 85.0% J.D. Power: 533 | 185% | | Generation Reliability Annual Equivalent Forced Outage Rate (EFOR) | 6.00% | | | 2.26% | 200% | | Carbon-Free Resource Availability Capacity to generate energy from carbon-free resources | Nuclear capability factor: 89.5% Solar and wind: 95.2% Hydro: 81.0% | | | Nuclear capability factor: 90.7% Solar and wind: 97.0% Hydro: 90.3% | 188% | | Transmission Outage Duration | 5.5 | | | 4.5 | 200% | | Transmission Outage Frequency | 0.089 | | | 0.089 | 100% | | Distribution Outage Duration | 116.2 | | | 101.5 | 200% | | Distribution Outage Frequency | 1.079 | | | 0.895 | 200% | | Damage Ratio (Gas) | 2.30 | | | 2.48 | 22% | | % of Leak Responses > 60 mins (Gas) | 1.80% | | | 1.39% | 200% | | Miles of Main Pipeline Replaced (Gas) | 98 | | | 110 | 200% | | Operational Goals - Workforce Goals (14%)(3) | | | | | | | | | Target | | Result | Performance(1) | | Safety | Improve safety culture, prevention, and reduce serious injuries | | | Significantly exceeded targets | 191% | | Work Environment | Achieve top quartile on work environment benchmarks | | | Significantly exceeded targets | 190% |

  61. 2025 PPP Payouts

    2025 PPP Payouts

  62. 2025 PPP Payouts

    | Name | Target 2025 PPP Opportunity (% of salary) | Target 2025 PPP Opportunity ($) | EPS Payout (%) | Net Income Payout (%) | Operational Payout (%) | Total Payout (%) | 2025 PPP Payout ($) | | Chris Womack | 130% | 2,047,500 | 176% | N/A | 185% | 179% | 3,665,025 | | David Poroch(1) | 55% / 85% | 522,970 | 176% | 178% | 187% / 185% | 179% | 938,606 | | Stan Connally | 90% | 783,000 | 176% | N/A | 185% | 179% | 1,401,570 | | Kim Greene | 100% | 988,000 | 176% | 183% | 191% | 183% | 1,808,040 | | Jeff Peoples | 100% | 864,000 | 176% | 175% | 182% | 178% | 1,537,920 | | Dan Tucker(2) | 90% | 788,400 | 176% | N/A | 185% | 179% | 1,040,081 |

  63. 2025 PPP Payouts

    (1)PPP target and payout were prorated to reflect change in position as of July 31, 2025. (2)PPP payout was prorated to reflect retirement from the Company effective October 1, 2025. In connection with their assessment of the 2025 performance of the CEO and other NEOs, the Committee did not exercise its flexibility to apply the individual modifier to adjust the 2025 PPP payouts.

  64. 2025 PPP Payouts

    | Southern Company 2026 Proxy Statement | 45 |

  65. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation

  66. 2025-2027 Long-Term Equity Incentive Program

    2025-2027 Long-Term Equity Incentive Program

  67. 2025-2027 Long-Term Equity Incentive Program

    | | | Weighting | | | Metric(s) | | CEO, CFO, COO & Retired CFO | Other NEOs | | PSUs - Relative TSR & Consolidated ROE Earned solely on achievement of performance goals over 2025-2027 performance period | •Relative TSR measured against an industry peer group •Consolidated Southern Company ROE | 65% | 70% | | PSUs - GHG Reduction Metric Earned solely on achievement of three-year performance metrics aligned with Company’s fleet transition to support our GHG reduction goals | •Quantitative metric of cumulative MW change •Qualitative modifier | 10% | N/A | | PRSUs - Cash from Operations Goal Earned if 2025 cash from operations exceeds 2024 dividends. If earned, vest over three-year period | •Cash from operations must exceed prior year’s dividends paid | 25% | 30% |

  68. 2025-2027 Long-Term Equity Incentive Program

    4If earned, LTI awards are settled in common stock. Accrued dividend equivalent units (DEUs) are received only if the underlying LTI award is earned and paid out.

  69. 2025-2027 Performance Share Unit Award

    2025-2027 Performance Share Unit Award The PSU award includes financial performance goals over the three-year performance period from 2025 to 2027 and is further subject to a credit quality threshold requirement.

  70. 2025-2027 Performance Share Unit Award

    | Goal | Why it’s important | What it measures and how we set the goal | | Relative TSR | Aligns award with shareholder returns on a relative basis over the performance period | TSR relative to a utility peer group of companies that are believed to be most similar to the Company in both business model and investors. It measures investment gains arising from stock price appreciation and dividends received from that investment. The peer group is described on page 52 and is subject to change based on merger and acquisition activity. | | Consolidated ROE | Aligns performance with delivering sustainable returns on invested capital | Consolidated Southern Company ROE of the traditional electric operating companies, Southern Company Gas and Southern Power | | GHG Reduction Metric (for CEO, CFO, COO and Retired CFO) | Aligns performance with Southern Company’s fleet transition to support GHG reduction goals | GHG Reduction Metric measures the progress on the Company’s fleet transition through quantitative and qualitative metrics |

  71. 2025-2027 Performance Share Unit Award

    Credit Quality Threshold Goal: The Consolidated ROE goal is also subject to a credit quality threshold requirement that encourages the maintenance of adequate credit ratings to provide an attractive return to investors. If the primary credit rating falls below investment grade at the end of the three-year performance period, the payout for the Consolidated ROE goal will be reduced to zero. For Relative TSR and Consolidated ROE, a threshold, target and maximum goal was set at the beginning of 2025.

  72. 2025-2027 Performance Share Unit Award

    | | Relative TSR Performance | Consolidated ROE Performance | Payout | | Maximum | 90th percentile or higher | 13.75% | 200% | | Target | 50th percentile | 11.50% | 100% | | Threshold | 10th percentile | 10.00% | 0% |

  73. 2025-2027 Performance Share Unit Award

    | 46 | Southern Company 2026 Proxy Statement |

  74. Setting The Quantitative Component

    | | 2025-2027 Cumulative MW Change(1) | Payout % of Target | | | < 730 MW | 0% | | Threshold | 730 MW | 50% | | Target | 1,460 MW | 100% | | Maximum | 1,900 MW | 150% |

  75. 2025-2027 Performance-Based Restricted Stock Units Award

    2025-2027 Performance-Based Restricted Stock Units Award 4PRSU Threshold: PRSUs are earned only if Southern Company’s cash from operations in 2025 exceeds $3.13 billion, the amount of dividends paid in 2024. If earned, the PRSUs vest one-third each year over a three-year period. On February 11, 2026, the Compensation Committee certified that the 2025-2027 PRSU threshold was met because Southern Company's cash from operations during 2025 was approximately $9.8 billion. One-third of the 2025-2027 PRSUs vested on such date and the remainder will vest in equal amounts on the second and third anniversaries of the grant dates. 4The Committee believes that allocating a portion of the LTI program for the NEOs to PRSUs with a one-year performance goal related to our ability to pay regular dividends and a vesting period of three years continues to provide alignment with stockholders and enhance retention. Our stockholders have expressed support for an award that combines a financial metric supporting our regular dividends and time-based vesting to bolster retention.

  76. 2025-2027 Long-Term Equity Incentive Grants

    2025-2027 Long-Term Equity Incentive Grants

  77. 2025-2027 Long-Term Equity Incentive Grants

    | Name | Target as Percent of Base Salary | | PSU – Relative TSR(1) | PSU – Consolidated ROE(1) | PSU – GHG(1) | PRSU – Cash From Operations(1) | RSU | Total Long-Term Grant (100%) | | Chris Womack | 850% | $ | 5,355,000 | 3,346,875 | 1,338,750 | 3,346,875 | — | 13,387,500 | | | | # of units | 63,849 | 39,906 | 15,962 | 39,906 | — | 159,623 | | David Poroch(2) | 95% | $ | 195,980 | 146,985 | — | — | 146,985 | 489,950 | | | | # of units | 2,337 | 1,753 | — | — | 1,753 | 5,843 | | | 260% | $ | 254,175 | 158,859 | 63,544 | 158,859 | — | 635,437 | | | | # of units | 2,676 | 1,672 | 669 | 1,672 | — | 6,689 | | Stan Connally | 265% | $ | 922,200 | 576,375 | 230,550 | 576,375 | — | 2,305,500 | | | | # of units | 10,996 | 6,872 | 2,749 | 6,872 | — | 27,489 | | Kim Greene | 275% | $ | 1,086,800 | 815,100 | — | 815,100 | — | 2,717,000 | | | | # of units | 12,958 | 9,719 | — | 9,719 | — | 32,396 | | Jeff Peoples | 275% | $ | 950,400 | 712,800 | — | 712,800 | — | 2,376,000 | | | | # of units | 11,332 | 8,499 | — | 8,499 | — | 28,330 | | Dan Tucker | 275% | $ | 963,600 | 722,700 | — | 722,700 | — | 2,409,000 | | | | # of units | 11,489 | 7,181 | 2,872 | 7,181 | — | 28,723 |

  78. 2025-2027 Long-Term Equity Incentive Grants

    (1)Certain metrics for the 2025-2027 LTI grant for the CEO, CFO, COO and retired CFO are weighted slightly different than for the other NEOs as noted above. (2)Mr. Poroch's February 2025 LTI grant target was 95% of base salary and included PSUs and RSUs. Mr. Poroch's August 1, 2025 LTI grant was made in connection with his promotion to EVP and CFO and the target was 260% of his adjusted base salary, prorated for his time in that role during 2025. The number of shares granted was determined by using the target value divided by the closing price of common stock on the date the Committee approved the grant (February 5, 2025, other than Mr. Poroch's August 1, 2025 grant). PSU awards with performance tied to relative TSR are valued in the Summary Compensation Table and Grants of Plan-Based Awards Table using a Monte Carlo analysis, resulting in amounts that differ from what is shown in this CD&A. For more information on the valuation of those PSUs and the Monte Carlo value, see the footnotes following the Summary Compensation Table and the Grants of Plan-Based Awards Table.

  79. 2023-2025 Long-Term Equity Incentive Performance Results

    2023-2025 Long-Term Equity Incentive Performance Results

  80. 2023-2025 Overall PSU Performance

    2023-2025 Overall PSU Performance

  81. 2023-2025 Overall PSU Performance

    | | Performance Results | | PSUs – Relative TSR | 183% | | PSUs – Consolidated ROE(1) | 187% | | PSUs – GHG (for Chris Womack, Stan Connally and Dan Tucker)(2) | 97% | | Total PSU Performance for Chris Womack, Stan Connally and Dan Tucker | 177% | | Total PSU Performance for David Poroch, Kim Greene and Jeff Peoples | 185% |

  82. 2023-2025 Overall PSUs Earned

    2023-2025 Overall PSUs Earned

  83. 2023-2025 Overall PSUs Earned

    | Name | 2023-2025 Target PSUs | 2023-2025 PSUs Earned | | Chris Womack | 92,274 | 179,548 | | David Poroch | 4,587 | 9,453 | | Stan Connally | 21,273 | 41,031 | | Kim Greene | 25,160 | 51,854 | | Jeff Peoples | 20,267 | 41,769 | | Dan Tucker | 23,685 | 45,681 |

  84. 2023-2025 Financial Goal PSU Performance

    2023-2025 Financial Goal PSU Performance

  85. 2023-2025 Financial Goal PSU Performance

    | Financial Goals | Threshold (%) | Target (%) | Maximum (%) | Result (%) | Achievement (%) | | Relative TSR (percentile rank) | 10% | 50% | 90% | 83% | 183% | | Consolidated ROE(1) | 10.00% | 11.50% | 13.75% | 13.45% | 187% |

  86. 2023-2025 Financial Goal PSU Performance

    (1)In determining Consolidated ROE for compensation goal achievement purposes for the 2023-2025 performance period, the Committee excluded credits/charges related to estimated loss on plants under construction, including the impact of joint-owner cost sharing, as well as income tax charges related to the remeasuring of certain deferred tax assets (2023-2025); disposition impacts (2023, 2025); costs associated with the extinguishment of debt at Southern Company parent (2023, 2025); estimated loss at Southern Company Gas related to Nicor Gas capital investment disallowances (2023, 2025); an impairment loss associated with a discontinued multi-use commercial facility at Alabama Power (2024); accelerated depreciation related to the repowering of certain wind facilities at Southern Power (2024-2025); and a tax benefit related to an adjustment to the 2017 Tax Cuts and Jobs Act impact on certain deferred income tax balances at Southern Company Gas (2025). For a reconciliation of net income, as adjusted, to net income under GAAP, see page 92. The Committee confirmed that the credit quality threshold was achieved on December 31, 2025. (2)At the time of the 2023-2025 long-term incentive award grant, Mr. Poroch was not serving as the CFO and did not receive any PSUs subject to the GHG goal.

  87. 2023-2025 GHG Reduction Metric PSU Performance (CEO, COO & Retired CFO)

    2023-2025 GHG Reduction Metric PSU Performance (CEO, COO & Retired CFO) Quantitative Component The target for the 2023-2025 award was a 2,526 cumulative MW change over the three-year performance period. The Company achieved 1,848 MWs of fleet transition, or 72% of target, through Plant Vogtle Unit 3 and Unit 4 being placed into service in 2023 and 2024, respectively, and new solar generation placed into service at various times over the performance period. The extended retirement dates of coal generation facilities and gas steam units necessary to meet projected energy growth and support our system's resiliency impacted the quantitative component for the performance period. Qualitative Component The Committee, in conjunction with the Operations, Environmental and Safety Committee, assessed the performance of the CEO, COO and the retired CFO with regard to their respective leadership in advancing the energy portfolio of the future. The Committee determined that performance exceeded expectations and approved a modifier of +35%, within the range of -25% to 50% The activities and achievements assessed for the qualitative component during the performance period include: 4Leadership and energy policy: engaged administration and key policy makers regarding climate risk, energy policy, clean energy standards and decarbonization effort funding opportunities; participated in COP29 and policy forums to address increasing demand, resilience and decarbonization technology deployment; collaborated with General Services Administration's carbon-

  88. 2023-2025 GHG Reduction Metric PSU Performance (CEO, COO & Retired CFO)

    | Southern Company 2026 Proxy Statement | 49 |

  89. 2023-2025 GHG Reduction Metric PSU Performance (CEO, COO & Retired CFO)

    pollution free electricity initiative; and led focused discussions on resiliency, energy transition, carbon capture and sequestration and increasing energy demands 4R&D investments: achieved full-scale synthesis of chloride fuel salt required for the Molten Chloride Reactor Experiment; partnered on a DOE-funded study to evaluate spent nuclear fuel management options to support long-term advanced reactor sustainability; completed over 150,000 hours of testing across over 75 carbon capture and utilization systems; Georgia Power completed world’s largest hydrogen-natural gas fuel blending at Plant McDonough-Atkinson; and successfully completed world's largest concrete thermal energy storage pilot 4Investments and new business development: Southern Power completed two wind facilities and three battery storage projects, acquired two solar facilities and began repowering three separate wind facilities; founding partner of Energy Impact Partners and invested in Energy Impact Partners Fund II, which received $1 billion in commitments to focus on investments in venture and growth companies advancing critical climate solutions; and executed an agreement with Form Energy to procure 15 MW of long duration energy storage.

  90. 2023-2025 GHG Reduction Metric PSU Performance (CEO, COO & Retired CFO)

    | Quantitative Assessment of 72%X | Qualitative Modifier: +35% | = | Final Payout of 97% |

  91. 2026 Award

    2026 Award When the Company's GHG reduction goals and the GHG Reduction Metric were established in 2018 and 2019, respectively, our electric utility companies' projected annual average load growth was 0-1%, reflecting a decades-long trend and projections in place at that time. In recent years, new customer growth has surged in the Southeastern U.S. across all customer classes, with particular new demand growth from commercial and industrial customers including data centers. We now project average annual retail sales growth of approximately 10% from 2026 to 2030 across the Southern Company electric system. To economically and reliably meet customer growth, we expect to augment our existing fleet of generating units with a diverse mix of new generation assets and power purchase agreements, as approved by state PSCs. In light of this significant projected growth, the Committee determined that stockholder interests are best served by incentivizing senior leadership to remain focused on serving the projected load growth in a way that benefits all customers. For 2026, the GHG Reduction Metric was not incorporated in the PSUs. The 10% of the LTI award previously allocated to this metric for the CEO, CFO and COO was reallocated equally to PRSUs and PSUs subject to the Consolidated ROE goal for the 2026-2028 performance period.

  92. Benefits

    Change-in-Control Protections 4We believe that change-in-control protections allow management to focus on potential transactions that are in the best interest of our stockholders. 4Change-in-control protections include severance pay and, in some situations, vesting or payment of incentive awards. 4We provide certain severance payments if there is a change in control of the Company and a termination of the executive’s employment (either involuntary termination not for cause or voluntary termination for good reason), often called a “double trigger”. 4Severance payment for the CEO is three times the sum of base salary plus PPP opportunity (either at target or, if greater, paid out based on the average achievement from the three prior fiscal years). For the other NEOs, severance is two times the sum of base salary plus PPP opportunity (either at target or, if greater, paid out based on the average achievement from the three prior fiscal years). No excise tax gross-up would be provided. Perquisites 4We provide limited perquisites to our executive officers, consistent with the Company’s goal of providing market-based compensation and benefits. 4The Committee recognizes that permitting limited personal use of system aircraft for certain executives allows them to continue to perform their duties in a safe, secure environment and promotes safe and effective use of their time. For 2025, the Committee approved personal use of system aircraft for Mr. Womack. Amounts are included in the Summary Compensation Table. 4For 2026, in connection with a comprehensive review of executive protective practices and an independent external assessment of executive security risks, the Committee approved the implementation of enhanced security protection practices for the CEO. As a result, we anticipate increased perquisite disclosures in next year's proxy statement related to transportation and physical and technological security enhancements. 4No tax assistance is provided on executive perquisites to executive officers of the Company, except on certain relocation-related benefits that are generally available to all employees.

  93. Peer Groups and Establishing Market-Based Compensation Levels

    Peer Groups and Establishing Market-Based Compensation Levels

  94. Peer Groups and Establishing Market-Based Compensation Levels

    | Peer Group for 2025 Compensation Decisions | Peer Group for Relative TSR Metric for 2025-2027 Performance Period | | 4Used to inform the total direct compensation decisions for our executives 4Approximates the competitive market in which we compete for talent in executive and managerial roles 4Consists of 19 publicly traded utility companies (subject to changes resulting from mergers and acquisitions) 4In partnership with Pay Governance, the Committee’s annual review focuses on large companies (at least $6 billion in revenues) with more similar businesses, including other large diversified utilities that have combined electric and gas operations 4We target the total direct compensation for our executives at market median of the peer group | 4Used to measure our relative TSR performance for incentive compensation 4The peer group consists of 24 publicly traded utility companies that the Committee believes are most similar to Southern Company's business model 4The Compensation Committee considers companies that have at least 70% regulated assets and $8 billion in market capitalization 4Several companies in the relative TSR peer group do not meet the revenue size requirement to be included in the compensation peer group, and some companies might not participate in the survey from which the data for the compensation peer group is derived |

  95. Peer Groups and Establishing Market-Based Compensation Levels

    | 52 | Southern Company 2026 Proxy Statement |

  96. Peer Groups and Establishing Market-Based Compensation Levels

    | Peer Group Companies for 2025 Compensation Decisions | Peer Group Companies for Relative TSR Metric for 2025-2027 Performance Period | | Ameren, American Electric Power, CenterPoint Energy, CMS Energy, Dominion Energy, DTE Energy, Duke Energy, Edison International, Entergy, Eversource Energy, Exelon, FirstEnergy, NextEra Energy, PG&E, PPL, PSEG, Sempra Energy, WEC Energy Group and Xcel Energy | Alliant Energy, Ameren, American Electric Power, CenterPoint Energy, CMS Energy, Consolidated Edison, Dominion Energy, DTE Energy, Duke Energy, Edison International, Entergy, Evergy, Eversource Energy, Exelon, FirstEnergy, Fortis Energy Services, NiSource, PG&E, Pinnacle West Capital, PPL, PSEG, Sempra Energy, WEC Energy Group and Xcel Energy |

  97. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant 4The Compensation Committee has retained Pay Governance LLC as its independent executive compensation consultant. Pay Governance reports directly to the Compensation Committee. A representative of Pay Governance attends meetings of the Compensation Committee, as requested, and communicates with the Compensation Committee Chair between meetings. 4Pay Governance provides various executive compensation services to the Compensation Committee pursuant to a written consulting agreement with the Compensation Committee. Generally, these services include advising the Compensation Committee on the principal aspects of our executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our program design and our award values in relation to the executives’ performance. 4In 2025, Pay Governance provided an annual competitive evaluation of target total compensation for the NEOs. Additionally, the Compensation Committee relies on Pay Governance to provide information and advice on executive compensation and related corporate governance trends throughout the year. During 2025, the Nominating, Governance and Corporate Responsibility Committee engaged Pay Governance to conduct an independent assessment of the non-employee director compensation program as described on page 34. Pay Governance provided no direct services to Company management during 2025. 4The Compensation Committee retains authority to hire Pay Governance directly, approve its compensation, determine the nature and scope of its services, evaluate its performance and terminate its engagement. The Compensation Committee has assessed the independence of Pay Governance pursuant to the listing standards of the NYSE and SEC rules and concluded that Pay Governance is independent and that no conflict of interest exists that would prevent Pay Governance from serving as an independent consultant to the Compensation Committee.

  98. Equity Grant Practices

    Equity Grant Practices The Company's long-standing practice has been to grant annual LTI equity awards on a predetermined schedule. The Committee generally grants PSUs and PRSUs to our executive officers and eligible employees at its first meeting of the applicable fiscal year. For those employees who are hired or become newly eligible to receive LTI equity awards after the Committee's first meeting of the applicable fiscal year, pro-rated LTI equity awards are granted effective August 1. In certain circumstances, the Committee may approve annual LTI equity grants to be effective at other times, such as the hiring or promotion of certain executive officers. The Committee has delegated authority to the CEO to grant off-cycle retention awards to employees who are not Company executive officers, members of Southern Company Management Council or Directors. These retention awards may include cash awards or time-based RSUs and are subject to guidelines established by the Committee. The Committee receives a report on all retention awards granted pursuant to such delegation of authority at each of its regularly scheduled meetings throughout the year. The Committee has not granted stock option awards since 2014. During 2025, the Committee did not take material nonpublic information into account when determining the timing and terms of equity awards and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  99. Summary Compensation Table

    Summary Compensation Table

  100. Summary Compensation Table

    | Name (a) | Year (b) | Salary ($) (c) | Stock Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation ($) (f) | All Other Compensation ($) (g) | Total ($) (h) | Total without Change in Pension Value ($) (i) | | Christopher C. Womack Chairman, President and CEO, Southern Company | 2025 | 1,560,577 | 13,830,054 | 3,665,025 | 8,961,516 | 206,390 | 28,223,562 | 19,262,046 | | | 2024 | 1,490,577 | 11,725,994 | 3,334,500 | 7,142,735 | 191,367 | 23,885,173 | 16,742,438 | | | 2023 | 1,245,324 | 10,009,683 | 2,802,760 | 9,352,563 | 110,057 | 23,520,387 | 14,167,824 | | David P. Poroch Executive Vice President and CFO, Southern Company | 2025 | 611,411 | 1,201,257 | 938,606 | 1,217,519 | 49,417 | 4,018,210 | 2,800,691 | | Stanley W. Connally, Jr. Executive Vice President and COO, Southern Company | 2025 | 860,451 | 2,381,706 | 1,401,570 | 1,590,775 | 65,207 | 6,299,709 | 4,708,934 | | | 2024 | 812,981 | 2,181,230 | 1,192,369 | 332,668 | 58,242 | 4,577,490 | 4,244,822 | | Kimberly S. Greene Chairman, President and CEO, Georgia Power | 2025 | 979,732 | 2,806,852 | 1,808,040 | 1,532,018 | 85,431 | 7,212,073 | 5,680,055 | | | 2024 | 936,524 | 2,763,957 | 1,691,558 | 716,640 | 63,885 | 6,172,564 | 5,455,924 | | | 2023 | 890,969 | 2,568,457 | 1,459,677 | 1,076,497 | 57,710 | 6,053,310 | 4,976,813 | | J. Jeffrey Peoples Chairman, President and CEO, Alabama Power | 2025 | 851,212 | 2,454,568 | 1,537,920 | 3,804,829 | 71,665 | 8,720,194 | 4,915,365 | | Daniel S. Tucker Former Executive Vice President and CFO, Southern Company | 2025 | 747,440 | 2,488,616 | 1,040,081 | 3,403,558 | 121,664 | 7,801,359 | 4,397,801 | | | 2024 | 829,267 | 2,451,630 | 1,253,960 | 622,033 | 51,404 | 5,208,294 | 4,586,261 | | | 2023 | 777,767 | 2,256,706 | 1,058,633 | 1,735,519 | 41,257 | 5,869,882 | 4,134,363 |

  101. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 This table provides information on short-term and long-term incentive compensation awards made in 2025.

  102. Grants of Plan-Based Awards in 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock Awards ($) (i) | | Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | Chris Womack | | 204,750 | 2,047,500 | 4,095,000 | | | | | | | 2/05/2025 | | | | 10,376 | 103,755 | 207,510 | 9,144,405 | | | 2/05/2025 | | | | 1,596 | 15,962 | 35,915 | 1,338,733 | | | 2/05/2025 | | | | | 39,906 | | 3,346,916 | | David Poroch | | 65,875 | 658,750 | 1,317,500 | | | | | | | 2/05/2025 | | | | 409 | 4,090 | 8,180 | 359,224 | | | 2/05/2025 | | | | | 1,753 | | 147,024 | | | 8/1/2025 | | | | 435 | 4,348 | 8,696 | 472,638 | | | 8/1/2025 | | | | 67 | 669 | 1,505 | 63,548 | | | 8/1/2025 | | | | | 1,672 | | 158,823 | | Stan Connally | | 78,300 | 783,000 | 1,566,000 | | | | | | | 2/05/2025 | | | | 1,787 | 17,868 | 35,736 | 1,574,792 | | | 2/05/2025 | | | | 275 | 2,749 | 6,185 | 230,559 | | | 2/05/2025 | | | | | 6,872 | | 576,355 | | Kim Greene | | 98,800 | 988,000 | 1,976,000 | | | | | | | 2/05/2025 | | | | 2,268 | 22,677 | 45,354 | 1,991,719 | | | 2/05/2025 | | | | | 9,719 | | 815,133 | | Jeff Peoples | | 86,400 | 864,000 | 1,728,000 | | | | | | | 2/05/2025 | | | | 1,983 | 19,831 | 39,662 | 1,741,757 | | | 2/05/2025 | | | | | 8,499 | | 712,811 | | Dan Tucker | | 78,840 | 788,400 | 1,576,800 | | | | | | | 2/05/2025 | | | | 1,867 | 18,670 | 37,340 | 1,645,471 | | | 2/05/2025 | | | | 287 | 2,872 | 6,462 | 240,875 | | | 2/05/2025 | | | | | 7,181 | | 602,270 |

  103. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End This table provides information about stock awards (PSUs, PRSUs and RSUs) as of December 31, 2025.

  104. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Stock Awards | | | | | Name (a) | Grant Date (b) | Number of Units of Stock That Have Not Vested (#) (c) | Market Value of Units of Stock That Have Not Vested ($) (d) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (e) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($) (f) | | Chris Womack | 2/1/2023 | | | 4,812 | 419,606 | | | 5/24/2023 | | | 7,603 | 662,982 | | | 1/31/2024 | | | 28,319 | 2,469,417 | | | 2/5/2025 | | | 41,251 | 3,597,087 | | | 1/31/2024 | | | 127,437 | 11,112,506 | | | 2/5/2025 | | | 123,753 | 10,791,262 | | David Poroch | 2/1/2023 | 731 | 63,743 | | | | | 1/31/2024 | 1,448 | 126,266 | | | | | 2/5/2025 | 1,753 | 152,862 | | | | | 8/1/2025 | | | 1,700 | 148,240 | | | 1/31/2024 | | | 5,070 | 442,104 | | | 2/5/2025 | | | 4,228 | 368,682 | | | 8/1/2025 | | | 5,101 | 444,807 | | Stan Connally | 2/1/2023 | | | 2,638 | 230,034 | | | 1/31/2024 | | | 5,268 | 459,370 | | | 2/5/2025 | | | 7,104 | 619,469 | | | 1/31/2024 | | | 23,706 | 2,067,163 | | | 2/5/2025 | | | 21,313 | 1,858,494 | | Kim Greene | 2/1/2023 | | | 4,011 | 349,759 | | | 1/31/2024 | | | 8,010 | 698,472 | | | 2/5/2025 | | | 10,047 | 876,098 | | | 1/31/2024 | | | 28,036 | 2,444,739 | | | 2/5/2025 | | | 23,442 | 2,044,142 |

  105. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 60 | Southern Company 2026 Proxy Statement |

  106. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Stock Awards | | | | | Name (a) | Grant Date (b) | Number of Units of Stock That Have Not Vested (#) (c) | Market Value of Units of Stock That Have Not Vested ($) (d) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) (e) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($) (f) | | Jeff Peoples | 2/1/2023 | | | 3,230 | 281,656 | | | 1/31/2024 | | | 6,759 | 589,385 | | | 2/5/2025 | | | 8,786 | 766,139 | | | 1/31/2024 | | | 23,660 | 2,063,152 | | | 2/5/2025 | | | 20,500 | 1,787,600 | | Dan Tucker | 2/1/2023 | | | 2,937 | 256,106 | | | 1/31/2024 | | | 5,921 | 516,311 | | | 2/5/2025 | | | 7,423 | 647,286 | | | 1/31/2024 | | | 26,644 | 2,323,357 | | | 2/5/2025 | | | 22,268 | 1,941,770 |

  107. Outstanding Equity Awards at 2025 Fiscal Year-End

    Stock options have not been granted since 2014 and none are outstanding as of December 31, 2025.

  108. Stock Vested in 2025

    Stock Vested in 2025

  109. Stock Vested in 2025

    | | Stock Awards | | | Name (a) | Number of Shares Acquired on Vesting (#) (b) | Value Realized on Vesting ($) (c) | | Chris Womack | 209,432 | 18,217,914 | | David Poroch | 11,341 | 984,158 | | Stan Connally | 48,552 | 4,215,939 | | Kim Greene | 62,959 | 5,463,104 | | Jeff Peoples | 49,014 | 4,252,616 | | Dan Tucker | 54,149 | 4,701,865 |

  110. Pension Benefits at 2025 Fiscal Year-End

    Pension Benefits at 2025 Fiscal Year-End

  111. Pension Benefits at 2025 Fiscal Year-End

    | Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | | Chris Womack | Pension Plan | 37.00 | 2,218,103 | – | | | Supplemental Benefit Plan (Pension-Related) | 37.00 | 20,908,097 | – | | | Supplemental Executive Retirement Plan | 37.00 | 12,526,489 | – | | | Supplemental Retirement Agreement | 8.00 | 7,817,038 | – | | David Poroch | Pension Plan | 13.00 | 509,737 | – | | | Supplemental Benefit Plan (Pension-Related) | 13.00 | 826,939 | – | | | Supplemental Executive Retirement Plan | 13.00 | 842,421 | – | | | Supplemental Retirement Agreement | 8.00 | 1,433,821 | – | | Stan Connally | Pension Plan | 34.17 | 1,313,021 | – | | | Supplemental Benefit Plan (Pension-Related) | 34.17 | 5,406,873 | – | | | Supplemental Executive Retirement Plan | 34.17 | 2,432,482 | – | | Kim Greene | Pension Plan | 18.17 | 836,868 | – | | | Supplemental Benefit Plan (Pension-Related) | 18.17 | 4,396,133 | – | | | Supplemental Executive Retirement Plan | 18.17 | 2,118,796 | – | | Jeff Peoples | Pension Plan | 40.58 | 2,377,808 | – | | | Supplemental Benefit Plan (Pension-Related) | 40.58 | 8,086,055 | – | | | Supplemental Executive Retirement Plan | 40.58 | 5,629,756 | – |

  112. Pension Benefits at 2025 Fiscal Year-End

    | 62 | Southern Company 2026 Proxy Statement |

  113. Pension Benefits at 2025 Fiscal Year-End

    | Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | | Dan Tucker | Pension Plan | 26.58 | 1,245,840 | 8,706 | | | Supplemental Benefit Plan (Pension-Related) | 26.58 | 5,794,316 | – | | | Supplemental Executive Retirement Plan | 26.58 | 1,882,925 | – |

  114. Pension Benefits at 2025 Fiscal Year-End

    The Company provides retirement benefits from various plans to its employees, including the NEOs. The Company maintains different plans to address various legal and tax requirements. 4The Pension Plan is a tax-qualified, funded plan providing amounts payable monthly over a participant’s post-retirement lifetime, subject to statutory limitations. 4Supplemental Plans •The SBP-P provides highly-paid employees any benefits that the Pension Plan cannot pay due to statutory pay or benefit limits. The SBP-P benefits are generally payable in 10 annual installments. •The SERP, closed to new hires and promotions since January 1, 2016, provides highly-paid employees additional benefits that the Pension Plan and SBP-P would pay if the 1.7% offset formula of the Final Average Earnings Formula reflected a portion of annual performance-based pay. The SERP benefits are payable in 10 annual installments. •Supplemental retirement agreements (SRAs) were entered into with certain employees to recognize valuable prior service earned outside of the Company that were hired in the middle of their careers, and provide credit for years of employment prior to employment with the Company or one of its affiliates. The SRA benefits are payable in 10 annual installments. In 2025, all NEOs participated in or had a benefit under the Pension Plan and the SBP-P. All NEOs had Pension Plan benefits under the Final Average Earnings Formula and participated in or had a benefit under the SERP. The Company entered into SRAs with Mr. Womack in 2002 and with Mr. Poroch in 2012. At the time, it was common practice, especially for utility companies, to provide additional years of service under retirement plans to attract key talent and recognize valuable service earned prior to joining the Company. Under the SRAs, the Company recognizes eight years prior service for each of Mr. Womack and Mr. Poroch. Since 2014, the Company has not entered into SRAs or credited any employee with additional years of service. No NEO has been credited with additional years of benefit service other than the SRAs entered into with Mr. Womack and Mr. Poroch in 2002 and 2012, respectively. Additional details of these plans are described in the Benefit Plan Summary in Appendix B beginning on page 96. The table above reflects the present value of benefits accrued by each of the NEOs from the applicable plans or agreement. Compensation used for determining pension benefits under the Pension Plan, SBP-P, SERP and SRAs generally includes only salary and annual cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the applicable plan or agreement. In some cases, the payments may be reduced for early retirement or by benefits paid by other Southern Company-sponsored retirement plans, statutory payments or Social Security. The figures above reflect an assumption that each NEO continues to live at least until the earliest age at which an unreduced benefit is payable.

  115. Nonqualified Deferred Compensation as of 2025 Fiscal Year-End

    Nonqualified Deferred Compensation as of 2025 Fiscal Year-End

  116. Nonqualified Deferred Compensation as of 2025 Fiscal Year-End

    | Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Chris Womack | — | 61,739 | 739,226 | — | 7,851,152 | | David Poroch | 180,181 | 10,128 | 43,163 | — | 576,054 | | Stan Connally | — | 26,033 | 141,018 | — | 1,806,136 | | Kim Greene | — | 32,116 | 49,113 | — | 611,396 | | Jeff Peoples | — | 25,925 | 10,283 | — | 156,003 | | Dan Tucker | 100,070 | 14,719 | 159,257 | — | 1,252,879 |

  117. Nonqualified Deferred Compensation as of 2025 Fiscal Year-End

    The Company provides: 4The DCP allows participants to defer part of their salary and PPP as well as applicable taxes on a voluntary basis and 4The SBP makes participants whole when the Company matching contribution under the ESP is restricted by statutory limitations.

  118. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section describes and estimates payments that could be made to the NEOs serving as of December 31, 2025 under different termination and change-in-control events. The estimated payments would be made under the terms of Southern Company’s compensation and benefit program or the change-in-control severance program.

  119. Potential Payments

    Potential Payments This section describes and estimates payments that would become payable to the NEOs upon a termination or change in control as of December 31, 2025. All of the NEOs participate in the Severance Plan and the Benefits Protection Plan. The amount of potential payments is calculated as if the triggering events occurred as of December 31, 2025 and assumes that the price of common stock is the closing market price on December 31, 2025. Mr. Tucker retired from the Company effective October 1, 2025 and is not addressed in this section.

  120. Pension Benefits

    Pension Benefits There are no enhancements to the benefits accrued by NEOs under the Pension Plan, the SBP-P, the SERP or the SRAs upon the occurrence of the Traditional Termination or the Change-in-Control-Related Events. The SBP-P, SERP and SRA benefits accrued through the date of a Company CIC or Subsidiary CIC that would otherwise be payable as 10 annual installments convert to a single lump sum payment. The amounts shown below reflect the value of the lump sum acceleration of these annual installments under the SBP-P, the SERP and the SRAs for the NEOs, upon a change in control effective as of December 31, 2025. If an NEO designates a non-spouse beneficiary, then the amount payable is 50% of the amount shown. The amounts in this chart differ from the pension values shown in the Summary Compensation Table and the Pension Benefits table. Those tables show the present values of all the benefit amounts anticipated to be paid over the lifetimes of the NEOs and their beneficiaries. Those plans are described in the notes following the Pension Benefits.

  121. Pension Benefits

    | 66 | Southern Company 2026 Proxy Statement |

  122. Pension Benefits

    | | | Amounts below are Lump Sum Acceleration (No additional benefits) | | | Plan | Change in Control ($) | | Chris Womack | SBP-P | 20,616,875 | | | SERP | 12,352,012 | | | SRA | 7,708,158 | | David Poroch | SBP-P | 1,070,779 | | | SERP | 1,090,826 | | | SRA | 1,856,612 | | Stan Connally | SBP-P | 7,088,123 | | | SERP | 3,188,854 | | Kim Greene | SBP-P | 5,379,843 | | | SERP | 2,592,913 | | Jeff Peoples | SBP-P | 7,985,670 | | | SERP | 5,559,864 |

  123. Pension Benefits

    The pension benefit amounts in the tables above were calculated as of December 31, 2025 assuming payments would begin as soon as possible under the terms of the plans. Accordingly, appropriate early retirement reductions were applied. Any unpaid annual performance-based compensation was assumed to be paid at 155% of the target level. Pension Plan benefits were calculated assuming each NEO chose a single life annuity form of payment because that results in the greatest monthly benefit. The single sum values were based on a 4.04% discount rate for the Final Average Earnings Formula for accruals for 2025 and beyond, and the SBP-P calculations are based on ten annual installments.

  124. Pay Ratio Disclosure

    Pay Ratio Disclosure For 2025, we have calculated the CEO pay ratio to be 163 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records as of December 31, 2025 and the methodology described below. We determined our median employee based on an analysis of all employees as of December 31, 2025. We used total cash compensation as reported in Form W-2 for 2025 as our consistently applied compensation measure. We then applied a statistical sampling approach to identify employees who we expected were paid within a +/- 0.1% range above and below our estimated median total cash compensation value. From this group, we selected an employee who was reasonably representative of our median employee based on average employee tenure and age. We did not exclude any employees across the Southern Company system in identifying the median employee nor did we annualize compensation for any of our employees. After identifying the median employee, we calculated the median employee’s annual total compensation.

  125. Pay Ratio Disclosure

    | 68 | Southern Company 2026 Proxy Statement |

  126. Pay Ratio Disclosure

    4The annual total compensation of the median employee, calculated in accordance with the Summary Compensation Table requirements and including amounts paid under nondiscriminatory health and welfare benefit plans, was $173,100. The median employee is an Electrical and Instrument Journeyman for one of our state-regulated electric utilities. 4The CEO’s annual total compensation was $28,242,734. This amount includes the total compensation amount included in the Summary Compensation Table and $19,172 in nondiscriminatory health and welfare benefits. As of December 31, 2025, the Southern Company system had over 29,800 employees across 34 states. We have an average tenure of approximately 13 years and a turnover rate of approximately 6.3%. Compensation for the majority of our employees includes variable compensation under programs similar to the short-term incentive plan described in the CD&A. Notwithstanding collective bargaining agreements that make certain employees ineligible for the short-term incentive program, more than 93% of the total employees are eligible for some type of short-term incentive program (including commissions and sales incentive plans). In addition, most employees are eligible to participate in the defined contribution and pension plans described in Appendix B - Benefit Plan Summary at page 96 The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  127. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (Item 402(v)) and does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For a discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, see the Compensation Discussion and Analysis beginning on page 38. The following tables and related disclosures provide information about (i) the total compensation of our principal executive officers (CEOs) and our non-CEO NEOs (collectively, the Other NEOs) as presented in the Summary Compensation Table on page 56, (ii) the compensation actually paid (CAP) to our CEOs and our Other NEOs, as calculated pursuant to Item 402(v), (iii) certain financial performance measures and (iv) the relationship of CAP to those financial performance measures.

  128. Pay Versus Performance Disclosure

    | | CEO Pay | | | | Non-CEO Pay | | Value of Initial Fixed $100 Investment Based On | | | Percentile | | Fiscal Year (a) | Summary Compensation Table Total for CEO ($) (b) | | Compensation Actually Paid to CEO ($) (c) | | Average Summary Compensation Table Total for non-CEO NEOs ($) (d) | Average Compensation Actually Paid to non-CEO NEOs ($) (e) | Southern Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($) (g) | Net Income ($ millions) (h) | Company Selected Measure One-Year Relative TSR (percentile) (i) | | | Womack | Fanning | Womack | Fanning | | | | | | | | 2025 | 28,223,562 | — | 26,123,940 | — | 6,810,309 | 5,857,410 | 171.34 | 153.04 | 4,341 | 22nd | | 2024 | 23,885,173 | — | 28,200,592 | — | 5,207,018 | 7,724,411 | 156.56 | 130.68 | 4,401 | 68th | | 2023 | 23,521,052 | 33,469,800 | 18,378,941 | 40,567,478 | 5,555,346 | 6,433,480 | 128.66 | 108.10 | 3,976 | 86th | | 2022 | — | 24,006,670 | — | 42,131,615 | 5,668,554 | 6,722,302 | 125.90 | 119.01 | 3,524 | 77th | | 2021 | — | 21,243,559 | — | 35,516,807 | 5,210,958 | 7,015,374 | 116.35 | 118.24 | 2,393 | 45th |

  129. Columns (c) and (e)

    | 2025 Fiscal Year | Summary Compensation Total ($) | Minus: SCT “Stock Awards” ($) | Minus: SCT “Change in Pension Value and Nonqualified Deferred Compensation” ($) | Add: Stock Award Fair Value ($) | Add: Pension Service Costs ($) | Compensation Actually Paid ($) | | CEO | 28,223,562 | 13,830,054 | 8,961,516 | 20,691,948 | — | 26,123,940 | | Average Non-CEO NEOs | 6,810,309 | 2,266,600 | 2,309,740 | 3,347,898 | 275,543 | 5,857,410 |

  130. Compensation Actually Paid v. Southern TSR & Peer Group TSR

    Compensation Actually Paid v. Southern TSR & Peer Group TSR

  131. Compensation Actually Paid v. Southern TSR & Peer Group TSR

    | Compensation Actually Paid vs. Net Income | Compensation Actually Paid vs. 1-Yr rTSR* |

  132. Compensation Actually Paid v. Southern TSR & Peer Group TSR

    * As noted above, our 2025 LTI program utilized and applied significant weighting to our 3-year relative TSR metric, rather than the 1-year relative TSR metric shown. For more information, see page 46.