Anderson Bryan D 4

What Happened

Bryan D. Anderson, Executive Vice President of Southern Company (SO), received shares when performance-based awards vested on February 11, 2026. The filing shows 26,326 shares issued upon vesting of performance share units (2023–2025 PSU award) and 1,716 shares from the first 1/3 vesting of performance restricted stock units (PRSUs), for a total of 28,042 shares acquired. To satisfy withholding obligations, 13,190 shares and 941 shares were withheld (disposed) at $90.86 per share, totaling $1,283,942. The Form 4 also includes exercise/conversion entries (derivative conversion) related to the PRSU settlement mechanics.

Key Details

• Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (timely filing).
• Awards vested: 26,326 shares (PSUs) and 1,716 shares (first 1/3 of PRSUs).
• Shares withheld for taxes: 13,190 and 941 shares at $90.86/share; total withheld value ≈ $1,283,942.
• Reporting codes: A = award/acquisition on vesting; M = exercise/conversion of derivative units; F = shares withheld/used to satisfy tax liability.
• Shares owned after the transactions: not shown in the provided excerpt of the filing.
• Footnote highlights:
  • Committee certified performance for the 2023–2025 PSU award (F1).
  • Withholding was done to satisfy state and federal tax requirements (F2).
  • The PRSU vesting included accrued dividend equivalents (56 units) and represents the first of three installments; remaining installments vest in 2027 and 2028 (F3, F4).

Context

• This activity reflects routine vesting and net share settlement of performance-based compensation rather than an open-market sale or purchase by the insider. The disposals (code F) were solely to cover tax obligations, a common practice.
• Derivative/“M” entries indicate conversion/settlement of restricted/performance units into shares; some of those shares were then withheld for taxes (net settlement), not indicative of a directional bet on the stock.