Poroch David P. 4

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.