WOMACK CHRISTOPHER C 4

What Happened

• Christopher C. Womack, Chairman, President & CEO of Southern Co (SO), received multiple equity awards that vested on Feb 16, 2026. The filing shows 193,301 shares acquired on vesting (no cash cost shown), and 86,746 shares were withheld to satisfy tax-withholding obligations at $90.86/share, generating $7,881,742 in withheld value. After the tax withholding, Womack netted about 106,555 additional shares (based on the disclosed counts).
• These acquisitions arose from vesting of performance share units and the first 1/3 of performance restricted stock units (PRSUs); some entries reflect conversion/exercise of derivative awards into shares.

Key Details

• Transaction date: February 16, 2026 (Form 4 filed Feb 17, 2026).
• Gross shares vested/acquired: 193,301 (62,223 + 13,751 + 117,327 per filing lines).
• Shares withheld for taxes (dispositions): 86,746 (27,715 + 6,772 + 52,259) at $90.86 each, totaling $7,881,742.
• Net shares added (vested minus withheld): ~106,555.
• Footnotes: Vesting relates to Performance Share Program awards (granted Feb 1 and May 24, 2023) and first 1/3 of PRSUs granted Feb 5, 2025. Compensation Committee certified performance on Feb 11, 2026; Board ratified Feb 16, 2026. Shares were withheld to satisfy required state and federal tax withholding.
• Filing timeliness: Form 4 was filed the day after the transactions (appears timely based on provided dates).

Context

• This was not an open-market sale for cash but routine vesting and tax-withholding tied to performance awards (common executive compensation activity). The tax-withholding entries are shown as dispositions (F) and do not necessarily indicate a voluntary sale signal about company prospects.
• Derivative/“M” entries reflect conversion/exercise or settlement mechanics for restricted/performance units into shares; where shares are immediately withheld for taxes, that is a cashless settlement mechanism, not an active market sell order.