AES CORP·4

Feb 24, 4:20 PM ET

Rubiolo Juan Ignacio 4

4 · AES CORP · Filed Feb 24, 2026

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AES EVP Juan I. Rubiolo Receives Awards, Sells Shares for Taxes

What Happened Juan Ignacio Rubiolo, EVP and President, Energy Infrastructure at AES Corporation, received awards that resulted in the acquisition of 70,269 shares (38,487 RSUs and 31,782 PSUs) on February 20, 2026 (awarded/settled at $0.00 per share as equity awards). To cover tax withholding related to the vesting/settlement, 25,446 shares were surrendered (14,805 + 4,238 + 6,403) at an effective price of $16.51 per share, yielding proceeds of approximately $420,114. The awards were grants/settlements (not open-market purchases); the share disposals were automatic withholding to satisfy tax obligations.

Key Details

  • Transaction date: February 20, 2026; Form 4 filed February 24, 2026 (filed after the typical 2-business-day window).
  • Awards acquired: 38,487 RSUs and 31,782 PSUs (total 70,269 shares) reported as acquisitions at $0.00 (award/settlement).
  • Shares surrendered for taxes (dispositions): 25,446 shares at $16.51 each, total ~$420,114.
  • Shares owned after transaction: not disclosed in this filing.
  • Footnotes of note:
    • RSUs vest generally in three annual installments (next vesting dates Feb 20, 2027; Feb 20, 2028; Feb 20, 2029). (F1)
    • PSUs were granted in Feb 2023; the three-year performance period concluded and the board approved the performance value on Feb 20, 2026; each earned PSU converts to one share. (F2)
    • The reported share dispositions (F3–F5) reflect automatic tax-withholding of shares upon vesting/settlement (i.e., shares withheld to cover tax liability).
  • Filing timeliness: This Form 4 was filed 4 days after the transactions; that is later than the typical two-business-day reporting window.

Context

  • These transactions are award settlements (A) and tax-withholding disposals (F). Awards (RSUs/PSUs) convert to shares without a cash purchase; automatic withholding is a routine way to pay withholding taxes and is not an open-market sale that signals a discretionary decision to liquidate.
  • PSUs here vested based on performance over a three-year period and were settled after the board approved the performance outcome. RSUs vest over future dates per the schedule noted above.
  • For retail investors: purchases or open-market buys by insiders can be more informative than routine withholding sales. The disposals here appear to be administrative (tax withholding) rather than voluntary stock sales.

Insider Transaction Report

Form 4
Period: 2026-02-20
Rubiolo Juan Ignacio
EVP and Pres., Energy Infrast.
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-20+38,487226,932 total
  • Award

    Common Stock

    [F2]
    2026-02-20+31,782258,714 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-20$16.51/sh14,805$244,431243,909 total
  • Tax Payment

    Common Stock

    [F4]
    2026-02-20$16.51/sh4,238$69,969239,671 total
  • Tax Payment

    Common Stock

    [F5]
    2026-02-20$16.51/sh6,403$105,714233,268 total
Footnotes (5)
  • [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.
Signature
/s/ Jennifer Gillcrist, attorney-in-fact|2026-02-24

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT