Connally Stan W 4

What Happened

• Stan W. Connally, EVP & COO of Southern Co (SO), received shares from vested performance awards and restricted stock units on Feb 11, 2026. He was issued 41,031 shares from the 2023–2025 performance share award and 2,369 shares from the first 1/3 vesting of 2025 restricted stock units (total issued = 43,400). To cover required tax withholding, 18,199 shares and 1,163 shares were withheld (total withheld = 19,362), resulting in roughly 22,910 net shares delivered to Connally. The withheld shares were valued at $90.86 each for total withholding of $1,759,231.

Key Details

• Transaction date: Feb 11, 2026; Form 4 filed Feb 13, 2026 (appears timely within the standard 2-business-day window).
• Awards granted/converted: 41,031 shares (performance share units, 2023–2025 PSU award) and 2,369 shares (first 1/3 of 2025 performance restricted stock units, includes 78 dividend-equivalent units).
• Shares withheld for taxes (sale/disposition): 18,199 shares @ $90.86 = $1,653,561 and 1,163 shares @ $90.86 = $105,670 (total withheld ≈ $1.76M).
• Net shares received by insider after withholding: ~22,910 shares.
• Footnotes: F1/F3 — shares result from committee certification of performance and include accrued dividend equivalents; F2/F4 — shares were withheld to satisfy state and federal tax withholding requirements; F4 notes remaining PRSU tranches vest in 2027 and 2028.
• Shares owned after the transaction: not specified in the provided filing details.

Context

• This filing reflects routine settlement of performance-based awards and withholding of shares to cover tax obligations (common corporate practice). The transactions are awards/vestings with withholding, not open-market purchases that would signal a direct cash investment by the insider.
• The withheld shares were effectively sold/retired to satisfy tax withholding (transaction code F). The conversion/vesting of PSUs/RSUs (transaction code M/A) simply reflects settlement of deferred compensation into common stock.