Poroch David P. 4

4 · SOUTHERN CO · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Southern Co (SO) EVP/CFO Poroch Receives Vested Shares; Tax Withholding

What Happened

David P. Poroch, EVP & CFO of Southern Co (SO), received a total of 10,022 shares on Feb 11, 2026 from vesting of performance-based awards (9,454 shares from the 2023–2025 performance share program and 568 shares from the first 1/3 of restricted stock units granted Aug 1, 2025). These acquisitions are awards and were recorded at $0 per share (award/vesting).
To satisfy required federal and state tax-withholding, a total of 3,195 shares were withheld: 2,914 shares withheld valued at $90.86 each (≈ $264,766) and 281 shares withheld at $90.86 each (≈ $25,532), for a combined tax-withholding of about $290,298. The filing also shows a conversion/exercise-related derivative entry (558 shares) associated with the restricted units.

Key Details

Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (appears timely).
Awarded/vested shares: 9,454 (performance share units) + 568 (first 1/3 of restricted stock units) = 10,022 shares; acquisition price reported $0 (award).
Shares withheld for taxes: 2,914 shares ($90.86 each, $264,766) + 281 shares ($90.86 each, $25,532) = 3,195 shares withheld (~$290,298).
Derivative entry: 558 shares listed as a derivative disposition (related to RSU/settlement mechanics).
Shares owned after the transactions: not specified in the provided filing excerpt.
Footnotes: Vesting was certified by the Compensation and Talent Development Committee on Feb 11, 2026. Awards include accrued dividend-equivalent units. Withholding is routine to satisfy tax obligations.

Context

These were awards that vested (not open-market purchases or sales). The withheld shares represent a routine tax-withholding/cashless-settlement, not an open-market sale signaling a change in insider sentiment.
Transaction codes: A = award/acquisition on vesting; M = exercise/conversion of a derivative; F = shares withheld/disposed to pay taxes.

Form 4

Period: 2026-02-11

EVP & CFO

Transactions

Award
Southern Company Common Stock
[F1]
2026-02-11+9,454→ 50,783 total
Tax Payment
Southern Company Common Stock
[F2]
2026-02-11$90.86/sh−2,914$264,766→ 47,869 total
Exercise/Conversion
Southern Company Common Stock
[F3]
2026-02-11+568→ 48,437 total
Tax Payment
Southern Company Common Stock
[F2]
2026-02-11$90.86/sh−281$25,532→ 48,156 total
Exercise/Conversion
Performance Restricted Stock Units
[F4]
2026-02-11−558→ 1,114 total
Exercise: $0.00→ Southern Company Common Stock (558 underlying)

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 August 1, 2025. The Compensation and Talent Development Committee certified performance on February 11, 2026. Includes 10 accrued dividend equivalent units.
[F4]Represents first 1/3 of performance restricted stock units granted on August 1, 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 David P. Poroch|2026-02-13

1 file