UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~August~~May 93, ~~2022~~2023

Commission
File Number

Registrant,
State of Incorporation,
Address and Telephone Number

I.R.S. Employer
Identification No.

1-3164

Alabama Power Company

63-0004250

(An Alabama Corporation)

600 North 18th Street

Birmingham, Alabama 35203

(205) 257-1000

The name and address of the registrant have not changed since the last report.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant			Title of each class			TradingSymbol(s)			Name of each exchangeon which registered
Alabama Power Company			5.00% Series Class A Preferred Stock			ALP PR Q			New York Stock Exchange

None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On ~~August~~May 93, ~~2022~~2023, Alabama Power Company (the “Company”) entered into an Underwriting ~~Agreements~~Agreement covering the issue and sale of $~~550~~200,000,000 aggregate principal amount of its Series ~~2022B~~2023A ~~3.75%~~Floating ~~Senior~~Rate ~~Notes due September 1, 2027 (the “Series 2022B~~ Senior Notes”) ~~and $450,000,000 aggregate principal amount of its Series 2022C 3.94% Senior Notes~~ due ~~September~~May 115, ~~2032~~2073 (the “~~Series 2022C~~ Senior Notes”). ~~Both~~ ~~the~~The ~~Series 2022B~~ Senior Notes ~~and the Series 2022C Senior Notes~~ were registered under the Securities Act of 1933, as amended, pursuant to the shelf registration statement (Registration No. 333-~~236595~~269983) of the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
1.3(a)			Underwriting Agreement, relating to the Series 2022B Senior Notes, dated August 9, 2022, among the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement.
1.3			Underwriting Agreement, relating to the Senior Notes, dated May 3, 2023, between the Company and Morgan Stanley & Co. LLC, as the underwriter.
1.3(b)			Underwriting Agreement, relating to the Series 2022C Senior Notes, dated August 9, 2022, among the Company and Barclays Capital Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several Underwriters named in Schedule I to the Underwriting Agreement.
4.6			Sixty-Sixth Supplemental Indenture to Senior Note Indenture dated as of May 8, 2023 providing for the issuance of the Senior Notes.
4.6(a)			Sixty-Fourth Supplemental Indenture to Senior Note Indenture dated as of August 12, 2022 providing for the issuance of the Series 2022B Senior Notes.
4.9			Form of the Senior Note (included in Exhibit 4.6 above).
4.6(b)			Sixty-Fifth Supplemental Indenture to Senior Note Indenture dated as of August 12, 2022 providing for the issuance of the Series 2022C Senior Notes.
5.1			Opinion of Balch & Bingham LLP relating to the Senior Notes.
4.9(a)			Form of the Series 2022B Senior Note (included in Exhibit 4.6(a) above).
23.1			Consent of Balch & Bingham LLP (included in Exhibit 5.1 above).
4.9(b)			Form of the Series 2022C Senior Note (included in Exhibit 4.6(b) above).
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5.1(a)			Opinion of Balch & Bingham LLP relating to the Series 2022B Senior Notes.
5.1(b)			Opinion of Balch & Bingham LLP relating to the Series 2022C Senior Notes.

8.1(a)			Tax Opinion of Balch & Bingham LLP relating to the Series 2022B Senior Notes.
8.1(b)			Tax Opinion of Balch & Bingham LLP relating to the Series 2022C Senior Notes.
23.1			Consent of Balch & Bingham LLP (included in Exhibit 5.1(a) above).
23.2			Consent of Balch & Bingham LLP (included in Exhibit 5.1(b) above).
23.3			Consent of Balch & Bingham LLP (included in Exhibit 8.1(a) above).
23.4			Consent of Balch & Bingham LLP (included in Exhibit 8.1(b) above).
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 12, 2022

ALABAMA POWER COMPANY

Date: May 8, 2023

ALABAMA POWER COMPANY

By:

/s/Christopher R. Blake

Christopher R. BlakeAssistant Treasurer

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