AES (NYSE: AES) EVP awarded RSUs and PSUs; stock withheld for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AES Corporation executive Paul L. Freedman reported equity awards and related tax withholding transactions in company stock. On February 20, 2026, he acquired AES Common Stock through two stock-based awards and had shares automatically withheld to cover taxes as those awards vested.

The filing shows a grant of restricted stock units and earned performance stock units, each entitling him to one share of AES Common Stock under AES compensation plans. Several transactions labeled as code “F” reflect automatic share dispositions to satisfy tax liabilities, rather than open-market sales. The filing also updates his indirect holdings in the company’s retirement savings plan.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Freedman Paul L

Role EVP, GC and Corp. Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25,658	$0.00	--
Grant/Award	Common Stock	27,978	$0.00	--
Tax Withholding	Common Stock	12,933	$16.51	$214K
Tax Withholding	Common Stock	3,626	$16.51	$60K
Tax Withholding	Common Stock	5,478	$16.51	$90K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 174,118 shares (Direct); Common Stock — 3,130 shares (Indirect, By 401(k) Plan)

Footnotes (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. 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. Reflects automatic tax withholding of shares in connection with the vesting and settlement of PSUs granted on February 24, 2023. Reflects automatic tax withholding of shares in connection with the vesting and settlement of one-third of the RSUs granted on February 22, 2024. Reflects automatic tax withholding of shares in connection with the vesting and settlement of one-third of the RSUs granted on February 21, 2025. Since the last Form 4 filing on February 26, 2025, the reporting person acquired 156 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.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 04:22 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Freedman Paul L

(Last)

(First)

(Middle)

4300 WILSON BLVD

(Street)

ARLINGTON

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, GC and Corp. Secretary

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		A		25,658⁽¹⁾	A	$0	174,118	D
Common Stock	02/20/2026		A		27,978⁽²⁾	A	$0	202,096	D
Common Stock	02/20/2026		F		12,933⁽³⁾	D	$16.51	189,163	D
Common Stock	02/20/2026		F		3,626⁽⁴⁾	D	$16.51	185,537	D
Common Stock	02/20/2026		F		5,478⁽⁵⁾	D	$16.51	180,059	D
Common Stock								3,130⁽⁶⁾	I	By 401(k) Plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 156 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/ Paul L. Freedman	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did AES (AES) executive Paul L. Freedman report?

Paul L. Freedman reported receiving stock-based awards and automatic tax withholdings in AES Common Stock. The Form 4 shows grants of restricted and performance stock units and related share dispositions used to satisfy tax liabilities as those awards vested under company compensation plans.

Were Paul L. Freedman’s AES (AES) transactions open-market buys or sells?

The reported transactions were equity awards and tax-withholding dispositions, not open-market trades. Awards increased his holdings through stock units, while several transactions coded “F” reflect automatic share withholding to pay taxes tied to vesting, rather than discretionary stock sales in the market.

What types of stock awards did AES (AES) grant to Paul L. Freedman?

He received restricted stock units under The AES Corporation 2025 Equity and Incentive Compensation Plan and performance stock units under the 2003 Long Term Compensation Plan. Each unit generally entitles him to one share of AES Common Stock upon vesting or being earned under plan terms.

How do the RSUs reported for AES (AES) executive Paul L. Freedman vest?

The restricted stock unit award generally vests in three annual installments on February 20, 2027, February 20, 2028, and February 20, 2029. Vesting is conditioned on his continued employment with AES and compliance with the specific terms and conditions of the equity award agreement.

What do the Form 4 tax-withholding transactions mean for AES (AES) shares?

The tax-withholding transactions show AES shares automatically delivered to satisfy tax liabilities from vesting performance and restricted stock units. These are labeled with transaction code “F” and represent mechanical plan-related dispositions rather than elective selling decisions by the executive in the open market.

How is Paul L. Freedman’s AES (AES) retirement plan ownership reflected?

The filing notes indirect ownership through The AES Corporation Retirement Savings Plan. Since the prior Form 4, he acquired an additional 156 AES Common Stock shares via that plan, based on a plan statement dated February 17, 2026, updating his indirectly held retirement-related position.