How are Southern Company (SO) performance share awards structured for the CEO?

Performance share awards vest based on a multi-year performance period. The 51,855-share award related to the 2023–2025 program, with performance certified on February 11, 2026, and includes accrued dividend equivalent units credited during the performance period.

Southern (NYSE: SO) CEO equity awards and tax-withholding share disposals

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Southern Company Chairman, President & CEO Kimberly S. Greene reported multiple equity transactions on February 11, 2026. She acquired 51,855 shares of Southern Company common stock at $0 upon vesting of performance share units for the 2023–2025 award period, bringing her direct holdings to 150,000 shares.

On the same date, performance-based restricted stock units vested, including the exercise of 3,240 performance restricted stock units and acquisition of 3,350 shares of common stock at $0. To cover state and federal tax withholding obligations from these awards, 23,097 shares and 1,651 shares were disposed of at $90.86 per share.

Insider Trade Summary

3,240 shares exercised/converted

Mixed 5 txns

Insider Greene Kimberly S,

Role Chairman, President & CEO, GPC

Type	Security	Shares	Price	Value
Exercise	Performance Restricted Stock Units	3,240	$0.00	--
Grant/Award	Southern Company Common Stock	51,855	$0.00	--
Tax Withholding	Southern Company Common Stock	23,097	$90.86	$2.10M
Exercise	Southern Company Common Stock	3,350	$0.00	--
Tax Withholding	Southern Company Common Stock	1,651	$90.86	$150K

Holdings After Transaction: Performance Restricted Stock Units — 6,479 shares (Direct); Southern Company Common Stock — 150,000 shares (Direct)

Footnotes (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. Shares withheld to satisfy required state and federal tax withholding requirements. 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 110 accrued dividend equivalent units. 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.

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Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 03:51 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^*

Greene Kimberly S,

(Last)

(First)

(Middle)

30 IVAN ALLEN JR BLVD NW

(Street)

ATLANTA

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, GPC

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)
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)
Southern Company Common Stock	02/11/2026		A		51,855⁽¹⁾	A	$0	150,000	D
Southern Company Common Stock	02/11/2026		F		23,097⁽²⁾	D	$90.86	126,903	D
Southern Company Common Stock	02/11/2026		M		3,350⁽³⁾	A	$0	130,253	D
Southern Company Common Stock	02/11/2026		F		1,651⁽²⁾	D	$90.86	128,602	D

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)
Performance Restricted Stock Units	$0	02/11/2026		M			3,240⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Southern Company Common Stock	3,240	$0	6,479	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 110 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 Kimberly S. Greene	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).
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 transactions did SO CEO Kimberly S. Greene report?

Kimberly S. Greene reported equity awards vesting and related tax transactions. She acquired 51,855 Southern Company shares from performance share units and additional shares from restricted stock units, while some shares were withheld or disposed at $90.86 to satisfy tax obligations.

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

The CEO acquired 51,855 Southern Company common shares at $0 from performance share units, plus 3,350 shares upon vesting of performance restricted stock units. These equity awards increased her directly held common stock to a reported total of 150,000 shares after the transactions.

Were any Southern Company (SO) shares sold by the CEO on the open market?

The filing shows dispositions coded “F,” meaning shares were delivered to cover taxes, not open-market sales. Specifically, 23,097 shares and 1,651 shares of Southern Company common stock were withheld or disposed at $90.86 per share to satisfy tax withholding requirements.

What derivative securities did the SO CEO report on this Form 4?

The CEO reported performance restricted stock units as derivative securities. On February 11, 2026, 3,240 such units were exercised or converted at $0 into Southern Company common stock, leaving 6,479 derivative units beneficially owned directly after the reported transaction.

What is the vesting schedule for the CEO’s performance restricted stock units at SO?

The performance restricted stock units granted February 5, 2025 vest in three annual tranches. The first one-third vested in 2026, with remaining portions scheduled to vest one-third in 2027 and one-third in 2028, subject to performance certification and associated tax withholding.