Spainhour Sterling A Jr. 4

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.