Spainhour Sterling A Jr. 4

4 · SOUTHERN CO · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 14, 2026

Southern Co (SO) EVP Sterling Spainhour Receives Award, Sells Shares

What Happened

Sterling A. Spainhour, EVP & Chief Legal Officer of Southern Co (SO), had performance-based equity awards vest on Feb 11, 2026. He received 30,641 shares from the 2023–2025 Performance Share Program and 2,526 shares from the first tranche (1/3) of 2025 performance restricted stock units (PRSU).
To satisfy tax withholding, 13,648 shares and 1,126 shares were withheld (disposed) at $90.86 per share, yielding $1,240,057 and $102,308 respectively (total withheld proceeds ≈ $1,342,365). The filing also shows a conversion/settlement entry of 2,443 derivative units (reported as a disposition of derivative awards). These share dispositions were for tax withholding — a routine, non-market-sale event.

Key Details

Transaction date: February 11, 2026; Form 4 filed Feb 13, 2026 (filed within the typical 2-business-day window).
Prices / values: tax-withheld shares sold at $90.86 per share; withholding proceeds $1,240,057 and $102,308 (total ≈ $1,342,365). Award shares reported at $0 acquisition price (vesting).
Shares acquired on vesting: 30,641 (PSUs) + 2,526 (first 1/3 PRSUs) = 33,167 shares acquired per entries provided.
Shares withheld/disposed for taxes: 13,648 + 1,126 = 14,774 shares withheld/sold.
Footnote highlights: awards include accrued dividend equivalent units (PSU award; PRSU tranche includes 83 accrued dividend equivalents). PRSUs vest 1/3 in 2026, with remaining tranches in 2027 and 2028; withholding was used to satisfy tax obligations.
Shares owned after the transactions: not specified in the information provided.

Context

These transactions reflect vesting and settlement of performance-based equity and related tax-withholding (common/routine when awards vest). The M-code entries indicate conversion/exercise/settlement of derivative awards (PRSU/RSU conversion to shares); the F-code entries are tax withholding (shares surrendered/retained or sold to cover taxes), not voluntary open-market sales. Such withholding is generally administrative and does not necessarily signal a change in insider sentiment.

Form 4

Period: 2026-02-11

EVP & CLO

Transactions

Award
Southern Company Common Stock
[F1]
2026-02-11+30,641→ 50,800 total
Tax Payment
Southern Company Common Stock
[F2]
2026-02-11$90.86/sh−13,648$1,240,057→ 37,152 total
Exercise/Conversion
Southern Company Common Stock
[F3]
2026-02-11+2,526→ 39,678 total
Tax Payment
Southern Company Common Stock
[F2]
2026-02-11$90.86/sh−1,126$102,308→ 38,552 total
Exercise/Conversion
Performance Restricted Stock Units
[F4]
2026-02-11−2,443→ 4,884 total
Exercise: $0.00→ Southern Company Common Stock (2,443 underlying)

Holdings

Footnotes (4)

[F1]Shares acquired upon vesting of performance share units under Company's Performance Share Program for the 2023-2025 award. The Compensation and Talent Development Committee certified performance on February 11, 2026. Includes accrued dividend equivalent units.
[F2]Shares withheld to satisfy required state and federal tax withholding requirements.
[F3]Shares acquired upon vesting of first 1/3 of performance restricted stock units granted on February 5, 2025. The Compensation and Talent Development Committee certified performance on February 11, 2026. Includes 83 accrued dividend equivalent units.
[F4]Represents first 1/3 of performance restricted stock units granted on February 5, 2025. The remaining award will vest 1/3 in 2027 and 1/3 in 2028. 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.

Signature

/s/ Brittney Anderson, Attorney-in-Fact for Sterling A. Spainhour|2026-02-13

1 file