Southern Company (SO) CFO reports vesting, tax withholdings on share awards

Rhea-AI Filing Summary

Southern Company EVP & CFO David P. Poroch reported multiple equity-compensation transactions in Southern Company common stock. On February 11, 2026, he acquired 9,454 shares at $0 upon vesting of performance share units for the 2023–2025 award, after the Compensation and Talent Development Committee certified performance. He also acquired 568 shares at $0 from vesting of the first third of performance restricted stock units granted August 1, 2025.

To cover tax withholding, 2,914 shares and 281 shares were withheld at a price of $90.86 per share. Following these transactions, Poroch directly held 48,156 shares of Southern Company common stock and 1,114 performance restricted stock units, each unit representing the right to receive one share of common stock at settlement, with remaining tranches scheduled to vest in 2027 and 2028.

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^*

Poroch David P.

(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 & CFO

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		9,454(1)	A	$0	50,783	D
Southern Company Common Stock	02/11/2026		F		2,914(2)	D	$90.86	47,869	D
Southern Company Common Stock	02/11/2026		M		568(3)	A	$0	48,437	D
Southern Company Common Stock	02/11/2026		F		281(2)	D	$90.86	48,156	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	$0	02/11/2026		M			558(4)	(4)	(4)	Southern Company Common Stock	558	$0	1,114	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 August 1, 2025. The Compensation and Talent Development Committee certified performance on February 11, 2026. Includes 10 accrued dividend equivalent units.

4. Represents first 1/3 of performance restricted stock units granted on August 1, 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 David P. Poroch	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Southern Company (SO) EVP & CFO David P. Poroch report?

He reported equity-compensation related transactions, not open-market trades. Awards vested into 9,454 common shares from 2023–2025 performance share units and 568 shares from performance restricted stock units, with separate share withholdings used to satisfy tax obligations at the time of vesting.

How many Southern Company (SO) shares did David P. Poroch acquire through awards?

He acquired 9,454 Southern Company common shares from the 2023–2025 performance share program and 568 shares from vesting of performance restricted stock units granted August 1, 2025, all at an exercise or conversion price of $0 per share.

Why were some Southern Company (SO) shares withheld in David P. Poroch’s Form 4 filing?

Shares were withheld to cover tax obligations. Specifically, 2,914 shares and 281 shares of Southern Company common stock were withheld at $90.86 per share to satisfy required state and federal tax withholding associated with the vesting of his equity awards.

What is David P. Poroch’s Southern Company (SO) share ownership after these transactions?

After the reported transactions, David P. Poroch directly owned 48,156 shares of Southern Company common stock. He also held 1,114 performance restricted stock units, each representing the right to receive one share of Southern Company common stock at settlement.

What equity awards for David P. Poroch vested in February 2026 at Southern Company (SO)?

Two awards vested on February 11, 2026: performance share units from the 2023–2025 performance share program and the first one-third of performance restricted stock units granted August 1, 2025, both certified by the Compensation and Talent Development Committee.

How will David P. Poroch’s remaining Southern Company (SO) performance restricted stock units vest?

The remaining performance restricted stock units granted August 1, 2025 vest in two equal tranches. One-third is scheduled to vest in 2027 and another one-third in 2028, with additional units added over time through deemed dividend equivalents.