Poroch David P. 4

What Happened
David P. Poroch, EVP & CFO of Southern Company (SO), had multiple restricted stock unit (RSU) and performance RSU (PRSU) vestings between 4/30/2025 and 2/1/2026. A total of about 1,514 shares were converted/issued on vesting (acquired at $0 per share under derivative code M). To satisfy tax and FICA withholding obligations, 512 shares were delivered/withheld (disposed) for tax/FICA payments, producing proceeds of $45,876 (payments at ~$91.89 and $89.31 per share). These transactions are routine vesting/net-withholding events rather than open-market purchases or discretionary sales.

Key Details

• Transaction dates and actions:
  • 2025-04-30: 58 shares vested/converted; 58 shares withheld for tax/FICA (proceeds $5,330).
  • 2026-01-31: 725 shares vested/converted; 198 shares withheld for taxes (proceeds $17,683).
  • 2026-02-01: 731 shares vested/converted; 256 shares withheld for taxes (proceeds $22,863).
• Net effect: ~1,514 shares vested; 512 shares withheld/sold to cover taxes/FICA; total tax withholding proceeds ≈ $45,876.
• Prices shown for withheld shares: $91.89 (Apr 30, 2025) and $89.31 (Jan 31 & Feb 1, 2026). Vesting conversions are reported at $0 (derivative settlement).
• Footnotes: Withholding includes FICA-related share deliveries because the reporting person is retirement-eligible (F1, F2); vestings include second 1/3 and final 1/3 tranches of RSU/PRSU grants, and several grant footnotes note accrued dividend equivalent units (F3, F5–F8). Shares are withheld upon vesting to satisfy tax requirements (F4–F8).
• Shares owned after the transactions are not provided in the excerpt; check the full SEC filing for holdings.
• Filing date: Form filed 2026-02-03 (covers transactions from 4/30/2025 through 2/1/2026). The filing itself does not include an explicit late-filing code in the provided excerpt; note that the filing reports vestings spanning many months.

Context

• These were vesting/settlement events (derivative code M) for RSUs/PRSUs; the withheld/sold shares to cover taxes/FICA are routine net-withholding/cashless settlement mechanics (transaction code F for tax withholding).
• Such withholding/sales are common when restricted awards vest and do not necessarily indicate a change in insider sentiment. They differ from open-market sales (S) or purchases (P), which more directly reflect trading decisions.
• For full details (exact post-transaction holdings, complete footnotes, and timeliness codes), consult the complete Form 4 (Accession 0001193125-26-036071) on the SEC EDGAR site.