Equity grants and tax withholding for AES Corp (AES) executive

Rhea-AI Filing Summary

AES Corp executive Da Santos Bernerd reported a mix of stock awards and tax-withholding transactions in AES Common Stock. On February 20, 2026, Bernerd received two stock grants totaling tens of thousands of shares at a price of $0.00 per share, reflecting equity compensation awards.

On the same date, several dispositions labeled code F, at $16.51 per share, covered automatic tax withholding tied to the vesting and settlement of previously granted performance and restricted stock units. After these transactions, Bernerd held over four hundred thousand shares directly, plus additional shares indirectly 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^*

Da Santos Bernerd

(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 and President, US & RENs.

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		31,579(1)	A	$0	391,378	D
Common Stock	02/20/2026		A		38,456(2)	A	$0	429,834	D
Common Stock	02/20/2026		F		14,188(3)	D	$16.51	415,646	D
Common Stock	02/20/2026		F		3,583(4)	D	$16.51	412,063	D
Common Stock	02/20/2026		F		5,414(5)	D	$16.51	406,649	D
Common Stock								33,346(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 1,653 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.
* 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.
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FAQ

What did Da Santos Bernerd report in this AES (AES) Form 4 filing?

Da Santos Bernerd reported new stock grants and related tax-withholding transactions in AES Common Stock. The filing shows equity awards at $0.00 per share and automatic share dispositions at $16.51 per share tied to vesting of prior stock unit grants.

How many AES Common Stock awards did Da Santos Bernerd receive?

Bernerd received two separate AES Common Stock awards on February 20, 2026. One grant covered 31,579 shares and another 38,456 shares, both at $0.00 per share, reflecting equity compensation rather than open-market purchases of stock.

What are the key terms of Da Santos Bernerd’s new AES RSU award?

The new Restricted Stock Unit award generally vests in three annual installments on February 20, 2027, 2028, and 2029. Each RSU converts into one share of AES Common Stock, contingent on continued employment and the award’s terms and conditions.

Why were some AES shares disposed of at $16.51 in this Form 4?

Shares disposed of at $16.51 were for automatic tax withholding, not open-market selling. They relate to vesting and settlement of Performance Stock Units and portions of RSU grants from 2024 and 2025, satisfying tax obligations in shares.

What prior AES equity grants are referenced in this Form 4 footnotes?

Footnotes reference Performance Stock Units granted on February 24, 2023 and RSUs granted on February 22, 2024 and February 21, 2025. The February 2023 PSU performance value was approved on February 20, 2026, triggering vesting and related tax withholding.

How many AES shares does Da Santos Bernerd hold through the retirement plan?

The filing notes 33,346 AES Common Stock shares held indirectly by a 401(k) plan. Since the last Form 4 on February 26, 2025, Bernerd acquired 1,653 additional shares through The AES Corporation Retirement Savings Plan based on a February 17, 2026 statement.