Da Santos Bernerd 4

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.