Da Santos Bernerd 4
4 · AES CORP · Filed Feb 24, 2026
Research Summary
AI-generated summary of this filing
AES EVP Da Santos Receives RSU/PSU Awards; Shares Withheld
What Happened
- Da Santos Bernerd, EVP and President, U.S. & Renewables at AES, received equity awards on Feb 20, 2026: 31,579 restricted stock units (RSUs) and 38,456 performance stock units (PSUs). The awards are reported as acquisitions at $0 (typical for grant/settlement).
- To satisfy tax withholding related to vesting/settlement, a total of 23,185 shares were surrendered (disposed) at $16.51 per share, generating cash value of $382,784 (breakdown: 14,188 shares = $234,244; 3,583 = $59,155; 5,414 = $89,385). These were automatic withholdings, not open-market sales.
Key Details
- Transaction date(s): Feb 20, 2026 (report filed Feb 24, 2026 — timely).
- Reported transaction codes: A = award/acquisition (RSU/PSU settlement); F = payment of tax liability via share withholding.
- Withholding price used: $16.51 per share; total cash withheld ≈ $382,784.
- Shares withheld (disposed): 23,185 total (14,188; 3,583; 5,414).
- Award amounts: 31,579 RSUs; 38,456 PSUs. Each RSU/PSU converts to one share upon settlement.
- Shares owned after transaction: not specified on the Form 4. Separately, the filer acquired 1,653 additional shares via AES’s Retirement Savings Plan since the last Form 4 (per footnote F6).
- Notable footnotes:
- F2: PSUs granted Feb 24, 2023; performance period ended and board approved payout on Feb 20, 2026 — PSUs earned and settled into shares.
- F3–F5: the reported disposals reflect automatic tax withholding for vested PSUs and vested RSU tranches (one‑third of certain RSU grants).
- F1 describes the RSU award vesting schedule (annual installments in future years for some grants).
- Filing timeliness: Filed within the required window (transaction 2/20/2026; Form 4 filed 2/24/2026).
Context
- PSUs are performance-based units that convert to shares only if performance goals are met; the board approved the PSU payout here, triggering settlement. RSUs vest over scheduled service-based periods; portions vested and were settled.
- The share disposals shown are tax withholdings (internal surrender of shares) — a routine administrative step to cover tax obligations when equity vests. They are not open-market sales indicating a decision to liquidate beyond tax needs.
- No stock option exercises or 10% owner transactions are reported here; this is standard executive equity settlement and withholding activity.
Insider Transaction Report
Form 4
AES CORPAES
Da Santos Bernerd
EVP and President, US & RENs.
Transactions
- Award
Common Stock
[F1]2026-02-20+31,579→ 391,378 total - Award
Common Stock
[F2]2026-02-20+38,456→ 429,834 total - Tax Payment
Common Stock
[F3]2026-02-20$16.51/sh−14,188$234,244→ 415,646 total - Tax Payment
Common Stock
[F4]2026-02-20$16.51/sh−3,583$59,155→ 412,063 total - Tax Payment
Common Stock
[F5]2026-02-20$16.51/sh−5,414$89,385→ 406,649 total
Holdings
- 33,346(indirect: By 401(k))
Common Stock
[F6]
Footnotes (6)
- [F1]This Restricted Stock Unit ("RSU") award was granted pursuant to The AES Corporation 2025 Equity and Incentive Compensation Plan and will generally vest in three annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, subject to the reporting person's continued employment with AES on each such date and the terms and conditions of the award. Each RSU entitles the holder to one share of AES Common Stock.
- [F2]This Performance Stock Unit ("PSU") award was granted on February 24, 2023 pursuant to The AES Corporation 2003 Long Term Compensation Plan. After the prescribed three year performance period, the AES Board of Directors approved the performance value for the grant on February 20, 2026. Each earned PSU entitles the holder to one share of AES Common Stock.
- [F3]Reflects automatic tax withholding of shares in connection with the vesting and settlement of PSUs granted on February 24, 2023.
- [F4]Reflects automatic tax withholding of shares in connection with the vesting and settlement of one-third of the RSUs granted on February 22, 2024.
- [F5]Reflects automatic tax withholding of shares in connection with the vesting and settlement of one-third of the RSUs granted on February 21, 2025.
- [F6]Since the last Form 4 filing on February 26, 2025, the reporting person acquired 1,653 additional shares of AES Common Stock pursuant to The AES Corporation Retirement Savings Plan. This information is based on a plan statement dated February 17, 2026.
Signature
/s/ Jennifer Gillcrist, attorney-in-fact|2026-02-24