AES (AES) HR chief receives RSU and PSU awards as shares withheld for taxes

Rhea-AI Filing Summary

AES CORP EVP & Chief HR Officer Tish Mendoza reported equity compensation grants and related tax withholding transactions. On February 20, 2026, she acquired 28,026 shares of common stock through a new RSU award and 32,542 shares through earned PSUs, both at no cash cost to her.

To cover tax obligations upon vesting and settlement of prior PSU and RSU awards, 13,801, 3,648, and 5,512 shares were automatically withheld at $16.51 per share. After these transactions, she directly held 289,907 shares and indirectly held 30,107 shares through a 401(k) plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mendoza Tish

(Last) (First) (Middle)

4300 WILSON BOULEVARD

(Street)

ARLINGTON VA 22203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AES CORP [ AES ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		28,026(1)	A	$0	280,326	D
Common Stock	02/20/2026		A		32,542(2)	A	$0	312,868	D
Common Stock	02/20/2026		F		13,801(3)	D	$16.51	299,067	D
Common Stock	02/20/2026		F		3,648(4)	D	$16.51	295,419	D
Common Stock	02/20/2026		F		5,512(5)	D	$16.51	289,907	D
Common Stock								30,107(6)	I	by 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Restricted Stock Unit ("RSU") award was granted pursuant to The AES Corporation 2025 Equity and Incentive Compensation Plan and will generally vest in three annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, subject to the reporting person's continued employment with AES on each such date and the terms and conditions of the award. Each RSU entitles the holder to one share of AES Common Stock.

2. This Performance Stock Unit ("PSU") award was granted on February 24, 2023 pursuant to The AES Corporation 2003 Long Term Compensation Plan. After the prescribed three year performance period, the AES Board of Directors approved the performance value for the grant on February 20, 2026. Each earned PSU entitles the holder to one share of AES Common Stock.

3. Reflects automatic tax withholding of shares in connection with the vesting and settlement of PSUs granted on February 24, 2023.

4. Reflects automatic tax withholding of shares in connection with the vesting and settlement of one-third of the RSUs granted on February 22, 2024.

5. Reflects automatic tax withholding of shares in connection with the vesting and settlement of one-third of the RSUs granted on February 21, 2025.

6. Since the last Form 4 filing on February 26, 2025, the reporting person acquired 1,493 additional shares of AES Common Stock pursuant to The AES Corporation Retirement Savings Plan. This information is based on a plan statement dated February 17, 2026.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Jennifer Gillcrist, attorney-in-fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did AES (AES) executive Tish Mendoza report in this Form 4?

Tish Mendoza reported new equity awards and related tax withholdings. She received RSU and PSU share grants and had shares automatically withheld to cover taxes as prior awards vested and settled, updating her direct and indirect AES common stock holdings.

How many AES (AES) shares did Tish Mendoza acquire through awards?

She acquired 28,026 AES common shares via a new RSU award and 32,542 shares via earned PSUs. Both awards were granted at no cash cost, reflecting stock-based compensation under AES’s long-term and equity incentive compensation plans.

Why were some AES (AES) shares disposed of in this Form 4?

Shares were disposed of solely for tax withholding. A total of 13,801, 3,648, and 5,512 AES shares were automatically withheld at $16.51 per share to satisfy tax liabilities tied to vesting and settlement of earlier RSU and PSU grants.

What are the vesting terms of Tish Mendoza’s new AES RSU award?

The RSU award generally vests in three annual installments on February 20, 2027, February 20, 2028, and February 20, 2029. Vesting is subject to her continued employment with AES and the specific terms and conditions of the award agreement.

How were the AES performance stock units (PSUs) determined in this filing?

The PSUs were originally granted on February 24, 2023, under a long-term plan. After a three-year performance period, the AES Board approved the performance value on February 20, 2026, and each earned PSU entitled her to one share of AES common stock.

What are Tish Mendoza’s AES share holdings after these transactions?

Following the reported grants and tax withholdings, she directly held 289,907 AES common shares. She also indirectly held 30,107 additional shares through The AES Corporation Retirement Savings Plan, based on a plan statement dated February 17, 2026.