Form 4: Spainhour Sterling A reports multiple insider transactions in SO

Rhea-AI Filing Summary

Spainhour Sterling A Jr. reported multiple insider transaction types in a Form 4 filing for SO. The filing lists transactions totaling 50,384 shares at a weighted average price of $90.86 per share. Following the reported transactions, holdings were 4,884 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^*

Spainhour Sterling A Jr.

(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)
	EVP & CLO

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		30,641(1)	A	$0	50,800	D
Southern Company Common Stock	02/11/2026		F		13,648(2)	D	$90.86	37,152	D
Southern Company Common Stock	02/11/2026		M		2,526(3)	A	$0	39,678	D
Southern Company Common Stock	02/11/2026		F		1,126(2)	D	$90.86	38,552	D
Southern Company Common Stock								6,989.548	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			2,443(4)	(4)	(4)	Southern Company Common Stock	2,443	$0	4,884	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 83 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 Sterling A. Spainhour	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 did Southern Company (SO) executive Sterling Spainhour report on this Form 4?

Sterling A. Spainhour Jr., EVP & CLO of Southern Company, reported vesting-related stock awards and associated tax-withholding share disposals dated February 11, 2026. The filing reflects equity compensation events, not open-market buying or selling of Southern Company common stock by the executive.

How many Southern Company (SO) shares did Sterling Spainhour acquire in this filing?

He acquired 30,641 Southern Company common shares at $0 from a 2023–2025 performance share award, plus 2,526 shares from vesting of performance restricted stock units granted in 2025. These awards include accrued dividend equivalent units as described in the accompanying footnotes.

Why were some Southern Company (SO) shares disposed of in Spainhour’s Form 4?

The filing shows dispositions of 13,648 and 1,126 Southern Company shares at $90.86 each. Footnotes explain these shares were withheld to satisfy required state and federal tax withholding obligations triggered by equity vesting, not discretionary open-market sales by the executive.

What performance awards are involved in Sterling Spainhour’s Southern Company (SO) transactions?

The transactions involve performance share units under Southern Company’s 2023–2025 Performance Share Program and performance restricted stock units granted February 5, 2025. The compensation committee certified performance on February 11, 2026, leading to vesting and share issuances noted in the Form 4.

How many Southern Company (SO) shares does Sterling Spainhour own after these transactions?

After the reported transactions, Spainhour directly beneficially owned 38,552 Southern Company common shares. He also indirectly held 6,989.548 shares through a 401(k) plan, giving him both direct and retirement-plan exposure to Southern Company stock as reflected in the filing.

What remains of Sterling Spainhour’s performance restricted stock units at Southern Company (SO)?

After exercising 2,443 performance restricted stock units, Spainhour held 4,884 such units directly. Footnotes indicate this award vests in three installments, with the remaining thirds scheduled to vest in 2027 and 2028, subject to program terms and tax withholding on future vestings.