Form 4: Kerr, II James reports multiple insider transactions in SO

Rhea-AI Filing Summary

Kerr, II James Y reported multiple insider transaction types in a Form 4 filing for SO. The filing lists transactions totaling 71,314 shares at a weighted average price of $90.86 per share. Following the reported transactions, holdings were 5,472 shares.

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^*

Kerr, II James Y

(Last) (First) (Middle)

30 IVAN ALLEN JR BLVD NW

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTHERN CO [ SO ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO, GAS

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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
Southern Company Common Stock	02/11/2026		A		44,522(1)	A	$0	201,217	D
Southern Company Common Stock	02/11/2026		F		19,831(2)	D	$90.86	181,386	D
Southern Company Common Stock	02/11/2026		M		2,830(3)	A	$0	184,216	D
Southern Company Common Stock	02/11/2026		F		1,394(2)	D	$90.86	182,822	D
Southern Company Common Stock								34,814.9573	I	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
Performance Restricted Stock Units	$0	02/11/2026		M			2,737(4)	(4)	(4)	Southern Company Common Stock	2,737	$0	5,472	D

Explanation of Responses:

1. Shares acquired upon vesting of performance share units under Company's Performance Share Program for the 2023-2025 award. The Compensation and Talent Development Committee certified performance on February 11, 2026. Includes accrued dividend equivalent units.

2. Shares withheld to satisfy required state and federal tax withholding requirements.

3. Shares acquired upon vesting of first 1/3 of performance restricted stock units granted on February 5, 2025. The Compensation and Talent Development Committee certified performance on February 11, 2026. Includes 93 accrued dividend equivalent units.

4. Represents first 1/3 of performance restricted stock units granted on February 5, 2025. The remaining award will vest 1/3 in 2027 and 1/3 in 2028. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. Additional units will be acquired with deemed dividends. Shares will be withheld upon vesting to satisfy tax requirements.

	/s/ Brittney Anderson, Attorney-in-Fact for James Y. Kerr II	02/13/2026
	** 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 insider transactions did Southern Company (SO) CEO James Y. Kerr II report on February 11, 2026?

He reported equity compensation activity, including vesting of performance share units and restricted stock units. This resulted in acquiring 44,522 common shares and 2,830 additional shares, plus related tax-withholding share dispositions, rather than open-market purchases or sales.

How many Southern Company (SO) shares did the CEO acquire through awards vesting?

James Y. Kerr II acquired 44,522 Southern Company common shares at $0 from performance share units, plus 2,830 shares from vesting of performance restricted stock units. These awards reflect previously granted compensation tied to performance over defined periods, not new market purchases.

Were any of the Southern Company (SO) CEO’s reported transactions open-market sales?

The filing shows no open-market sales. Dispositions of 19,831 shares and 1,394 shares at $90.86 each were specifically reported as shares withheld to satisfy state and federal tax withholding obligations arising from equity award vesting, not discretionary selling into the market.

What is James Y. Kerr II’s Southern Company (SO) share ownership after these Form 4 transactions?

After the reported transactions, he directly owned 182,822 Southern Company common shares and 5,472 performance restricted stock units. He also indirectly held 34,814.9573 common shares through a 401(k) plan, indicating a combination of direct and retirement-plan-related ownership.

What do the performance share units and performance restricted stock units at Southern Company (SO) represent?

Each performance restricted stock unit represents the right to receive one Southern Company common share at settlement. Awards vest over multiple years, with remaining tranches scheduled to vest in 2027 and 2028, and additional units accumulating through deemed dividends over time.

How were the 2023–2025 performance share awards determined for Southern Company (SO)’s CEO?

The 2023–2025 performance share units vested after the Compensation and Talent Development Committee certified performance on February 11, 2026. Upon certification, shares, including accrued dividend equivalent units, were delivered as common stock as part of the company’s Performance Share Program.