Kerr, II James Y 4

4 · SOUTHERN CO · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 14, 2026

Southern Co (SO) CEO James Y. Kerr II Receives Awards, Sells Shares

What Happened

James Y. Kerr II, Chairman, President & CEO of Southern Co (SO), received equity awards that vested on February 11, 2026 and had shares withheld to satisfy tax obligations. He acquired 44,522 shares from the 2023–2025 Performance Share Program (PSUs) and 2,830 shares from the first 1/3 vesting of performance restricted stock units (PRSUs) granted Feb 5, 2025 — a total of 47,352 shares acquired (acquisition entries reported at $0.00 per share). To cover required federal/state tax withholding, 19,831 shares and 1,394 shares were withheld at $90.86 per share (total proceeds reported of $1,801,845 and $126,659 respectively), for combined proceeds of $1,928,504. The filing also reports a conversion/disposition of 2,737 derivative units (reported as a derivative conversion/disposition at $0.00).

Key Details

Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (timely filing).
Awarded shares: 44,522 (PSUs, 2023–2025 award) + 2,830 (first 1/3 of Feb 5, 2025 PRSUs) = 47,352 shares acquired.
Shares withheld for taxes: 19,831 + 1,394 = 21,225 shares withheld at $90.86/share, total proceeds ≈ $1,928,504.
Footnotes: F1 & F3 confirm PSU and PRSU vesting and include accrued dividend equivalents; F2 & F4 note shares were withheld to satisfy tax withholding and remaining PRSU tranches vest in 2027 and 2028.
Shares owned after transaction: not specified in the provided filing excerpt.
Filing timeliness: filed within the usual Form 4 window (no late filing indicated).

Context

These transactions are the result of vesting/settlement of performance-based awards (not an open-market purchase). Withholding of shares to cover taxes is a routine administrative step (often called a net settlement) and does not necessarily indicate a discretionary sale for investment reasons.
The Compensation and Talent Development Committee certified performance for the 2023–2025 PSUs on Feb 11, 2026 (per the filing). The PRSU award vests in three equal tranches; this filing covers the first tranche.
For retail investors: award vesting increases insider-held shares but routine tax withholdings convert part of the award into cash proceeds for tax payment.

Form 4

Period: 2026-02-11

Chairman, President & CEO, GAS

Transactions

Award
Southern Company Common Stock
[F1]
2026-02-11+44,522→ 201,217 total
Tax Payment
Southern Company Common Stock
[F2]
2026-02-11$90.86/sh−19,831$1,801,845→ 181,386 total
Exercise/Conversion
Southern Company Common Stock
[F3]
2026-02-11+2,830→ 184,216 total
Tax Payment
Southern Company Common Stock
[F2]
2026-02-11$90.86/sh−1,394$126,659→ 182,822 total
Exercise/Conversion
Performance Restricted Stock Units
[F4]
2026-02-11−2,737→ 5,472 total
Exercise: $0.00→ Southern Company Common Stock (2,737 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 93 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 James Y. Kerr II|2026-02-13

1 file