Spainhour Sterling A Jr. 4
4 · SOUTHERN CO · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Southern Co (SO) EVP Sterling Spainhour Receives Awards; Shares Withheld
What Happened
Sterling A. Spainhour, EVP & CLO of Southern Co (SO), received shares from the vesting/conversion of performance restricted stock units (PRSUs). On Jan 31–Feb 1, 2026 a total of 5,126 shares were issued to him upon vesting (includes 431 accrued dividend-equivalent units). To satisfy tax withholding, 2,349 of those shares were surrendered at an effective withholding price of $89.31 per share, resulting in tax-withholding proceeds of $209,789. The transactions were recorded as derivative conversions/exercises (code M) with tax withholding (code F).
Key Details
- Transaction dates: Jan 31, 2026 and Feb 1, 2026 (Form filed Feb 3, 2026).
- Shares issued on vesting (acquired): 2,755 (1/3 tranche) + 2,371 (1/3 tranche) = 5,126 shares (includes 184 + 247 dividend equivalents).
- Shares withheld for taxes (disposed): 1,291 + 1,058 = 2,349 shares at $89.31 each; total tax withholding value = $115,299 + $94,490 = $209,789.
- Filing includes entries representing the PRSU tranches (2,571 and 2,124 units) that convert to shares at settlement per the footnotes.
- Transaction codes: M = exercise/conversion of derivative (vesting of PRSUs); F = shares withheld to satisfy tax withholding.
- Shares owned after the transactions are not specified in the provided excerpt.
- This appears to be routine vesting and tax-withholding activity, not an open-market sale or purchase.
Context
These transactions reflect PRSU vesting and a standard "sell/withhold to cover" for tax obligations (a cashless withholding), rather than an active market sale or new purchase that would signal a directional bet. The Form 4 shows awards converting to shares and withholding to meet tax liabilities; such entries are common when long-term equity awards vest.
Insider Transaction Report
- Exercise/Conversion
Southern Company Common Stock
[F1]2026-01-31+2,755→ 20,137 total - Tax Payment
Southern Company Common Stock
[F2]2026-01-31$89.31/sh−1,291$115,299→ 18,846 total - Exercise/Conversion
Southern Company Common Stock
[F3]2026-02-01+2,371→ 21,217 total - Tax Payment
Southern Company Common Stock
[F2]2026-02-01$89.31/sh−1,058$94,490→ 20,159 total - Exercise/Conversion
Performance Restricted Stock Units Holding
[F4]2026-02-01−2,124→ 0 totalExercise: $0.00→ Southern Company Common Stock (2,124 underlying) - Exercise/Conversion
Performance Restricted Stock Units
[F5]2026-01-31−2,571→ 2,571 totalExercise: $0.00→ Southern Company Common Stock (2,571 underlying)
- 6,876.234(indirect: By 401(k))
Southern Company Common Stock
Footnotes (5)
- [F1]Shares acquired upon vesting of second 1/3 of performance restricted stock units granted on January 31, 2024. Includes 184 accrued dividend equivalent units.
- [F2]Shares withheld to satisfy required state and federal tax withholding requirements.
- [F3]Shares acquired upon vesting of final 1/3 of performance restricted stock units granted on February 1, 2023. Includes 247 accrued dividend equivalent units.
- [F4]Represents final 1/3 of performance restricted stock units granted on February 1, 2023. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. Additional units will be acquired with deemed dividends. Shares will be withheld upon vesting to satisfy tax requirements.
- [F5]Represents second 1/3 of performance restricted stock units granted on January 31, 2024. The remaining award will vest in 2027. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. Additional units will be acquired with deemed dividends. Shares will be withheld upon vesting to satisfy tax requirements.