Spainhour Sterling A Jr. 4

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.