AES (AES) SVP & CAO logs stock awards and tax share withholdings

Rhea-AI Filing Summary

AES CORP senior executive Sherry Kohan reported equity compensation activity involving AES Common Stock on February 20, 2026. She received two stock awards: 9,994 shares tied to a restricted stock unit (RSU) grant under The AES Corporation 2025 Equity and Incentive Compensation Plan, and 11,256 shares following the performance determination for a performance stock unit (PSU) grant originally awarded on February 24, 2023. The RSU award will generally vest in three annual installments on February 20, 2027, February 20, 2028, and February 20, 2029, with each RSU and each earned PSU delivering one share of AES Common Stock.

To cover tax obligations on vesting and settlement of these and prior RSU and PSU awards, 4,791, 1,180, and 1,782 shares were automatically withheld at a price of $16.51 per share, which is recorded as tax-withholding dispositions rather than open-market sales. After these transactions, she directly held 71,907 AES shares and indirectly held 36,096 shares through a 401(k) plan, which includes 1,790 shares accumulated under The AES Corporation Retirement Savings Plan since the prior Form 4.

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^*

Kohan Sherry

(Last) (First) (Middle)

4300 WILSON BLVD.

(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)
	SVP & Chief Accounting 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		9,994(1)	A	$0	68,404	D
Common Stock	02/20/2026		A		11,256(2)	A	$0	79,660	D
Common Stock	02/20/2026		F		4,791(3)	D	$16.51	74,869	D
Common Stock	02/20/2026		F		1,180(4)	D	$16.51	73,689	D
Common Stock	02/20/2026		F		1,782(5)	D	$16.51	71,907	D
Common Stock								36,096(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 1,790 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).
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FAQ

What did AES (AES) executive Sherry Kohan report in this Form 4 filing?

Sherry Kohan reported equity compensation activity in AES Common Stock, including new RSU and PSU-related share awards and automatic tax-withholding share dispositions. The filing details how many shares were granted, how many were withheld for taxes, and her updated direct and indirect holdings.

How many AES (AES) shares did Sherry Kohan acquire through awards on February 20, 2026?

She acquired 9,994 shares from a new restricted stock unit award and 11,256 shares from earned performance stock units. Each RSU and PSU entitles her to one AES Common Stock share, subject to the plans’ vesting conditions and continued employment requirements specified in the awards.

Why were AES (AES) shares disposed of at $16.51 in Sherry Kohan’s Form 4?

Shares were disposed of automatically at $16.51 per share to satisfy tax withholding on vesting RSUs and PSUs. These dispositions, totaling 4,791, 1,180, and 1,782 shares, reflect payment of tax liabilities rather than open-market sales initiated for investment or portfolio reasons.

What are the vesting terms of the new RSU award reported by AES (AES)?

The new RSU award generally vests in three equal annual installments on February 20, 2027, February 20, 2028, and February 20, 2029. Vesting is conditioned on Sherry Kohan’s continued employment with AES and compliance with the terms and conditions of the 2025 Equity and Incentive Compensation Plan.

How did Sherry Kohan’s AES (AES) 401(k) holdings change since the last Form 4?

Since the prior Form 4 dated February 26, 2025, she acquired 1,790 additional AES shares through The AES Corporation Retirement Savings Plan. This increase is based on a plan statement dated February 17, 2026, and contributes to her 36,096 indirectly held AES shares via the 401(k).

What are Sherry Kohan’s total direct and indirect AES (AES) share holdings after these transactions?

After the reported transactions, she directly holds 71,907 AES Common Stock shares and indirectly holds 36,096 shares through a 401(k) plan. The indirect position reflects accumulated shares in The AES Corporation Retirement Savings Plan, including 1,790 shares gained since the prior Form 4 filing.