Kerr, II James Y 4

What Happened

• James Y. Kerr II, Chairman, President & CEO of Southern Co (SO), had performance restricted stock units (RSUs) vest on January 31 and February 1, 2026, resulting in the acquisition (conversion) of 6,851 shares (3,407 on 1/31 and 3,444 on 2/1). To satisfy required federal and state tax withholding, 3,108 of those shares (1,518 and 1,590) were withheld/disposed at an implied value of $89.31 per share, totaling about $277,576. Several additional entries show derivative settlements of RSUs (zero-price disposals) reflecting the final settlement mechanics of the awards.

Key Details

• Transaction dates and amounts:
  • 2026-01-31: 3,407 shares acquired on vesting (includes 228 accrued dividend equivalents); 1,518 shares withheld for taxes at $89.31 ($135,573).
  • 2026-02-01: 3,444 shares acquired on vesting (includes 358 accrued dividend equivalents); 1,590 shares withheld for taxes at $89.31 ($142,003).
  • Additional derivative settlement entries (3,179 and 3,086 shares) recorded as disposals at $0, reflecting RSU settlement mechanics.
• Total shares acquired on vesting: 6,851. Total withheld for taxes: 3,108 shares (~$277,576).
• Footnotes: Vesting relates to performance RSUs granted Feb 1, 2023 (final 1/3) and Jan 31, 2024 (second 1/3). Remaining award from the 2024 grant will vest in 2027. Withheld shares were used to satisfy required tax withholding (routine).
• Filing: Form 4 filed 2026-02-03; the report does not indicate a late filing.

Context

• These transactions are vesting and settlement of performance RSUs (derivative conversion), not open-market purchases or discretionary sales. The withholding of shares to cover taxes is a standard, routine administrative step (similar to a cashless exercise) and does not necessarily reflect a change in the insider’s investment view.
• For retail investors, vesting/withholding activity is informational about executive compensation and ownership changes but is distinct from buying shares on the open market.