Southern Company (NYSE: SO) EVP reports stock vesting and tax share withholdings

Rhea-AI Filing Summary

Southern Company EVP & CLO Sterling A. Spainhour Jr. reported equity compensation vesting and related tax withholding transactions in Southern Company common stock. On January 31, 2026, 2,755 shares were acquired upon vesting of performance restricted stock units, with 1,291 shares withheld to cover state and federal taxes at $89.31 per share.

On February 1, 2026, a further 2,371 shares were acquired upon vesting of additional performance restricted stock units, with 1,058 shares withheld for taxes at $89.31 per share. Following these transactions, Spainhour directly owned 20,159 common shares and indirectly held 6,876.2341 shares through a 401(k) plan, and held 2,571 performance restricted stock units that are scheduled to vest in 2027.

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)
01/31/2026

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	01/31/2026		M		2,755(1)	A	$0	20,137	D
Southern Company Common Stock	01/31/2026		F		1,291(2)	D	$89.31	18,846	D
Southern Company Common Stock	02/01/2026		M		2,371(3)	A	$0	21,217	D
Southern Company Common Stock	02/01/2026		F		1,058(2)	D	$89.31	20,159	D
Southern Company Common Stock								6,876.2341	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 Holding	$0	02/01/2026		M			2,124(4)	(4)	(4)	Southern Company Common Stock	2,124	$0	0	D
Performance Restricted Stock Units	$0	01/31/2026		M			2,571(5)	(5)	(5)	Southern Company Common Stock	2,571	$0	2,571	D

Explanation of Responses:

1. Shares acquired upon vesting of second 1/3 of performance restricted stock units granted on January 31, 2024. Includes 184 accrued dividend equivalent units.

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

3. Shares acquired upon vesting of final 1/3 of performance restricted stock units granted on February 1, 2023. Includes 247 accrued dividend equivalent units.

4. Represents final 1/3 of performance restricted stock units granted on February 1, 2023. 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.

5. Represents second 1/3 of performance restricted stock units granted on January 31, 2024. The remaining award will vest in 2027. 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	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did SO executive Sterling Spainhour report?

Sterling A. Spainhour Jr., EVP & CLO of Southern Company (SO), reported share vesting from performance restricted stock units and related tax withholding on January 31 and February 1, 2026. These were equity compensation events rather than open-market purchases or discretionary stock sales.

How many Southern Company (SO) shares vested for Sterling Spainhour?

Spainhour reported vesting of 2,755 SO shares on January 31, 2026 and 2,371 shares on February 1, 2026. These shares came from previously granted performance restricted stock units tied to awards dated February 1, 2023 and January 31, 2024.

How many Southern Company (SO) shares were withheld for taxes?

To satisfy tax obligations, 1,291 SO shares were withheld on January 31, 2026 and 1,058 shares were withheld on February 1, 2026. Both sets of withholding transactions were priced at $89.31 per share according to the Form 4.

What is Sterling Spainhour’s SO share ownership after these transactions?

After the reported transactions, Spainhour directly owned 20,159 Southern Company common shares. In addition, he indirectly held 6,876.2341 shares through a 401(k) plan, as well as 2,571 performance restricted stock units that represent potential future share deliveries.

What do the performance restricted stock units for SO represent?

Each performance restricted stock unit represents the right to receive one Southern Company common share at settlement. Units were granted in 2023 and 2024, vest in thirds over time, accrue deemed dividends, and may have shares withheld upon vesting to meet tax requirements.

Were the SO insider transactions open-market buys or sales?

The Form 4 shows no open-market trades. The activity reflects automatic vesting of performance restricted stock units (coded “M”) and shares withheld for taxes (coded “F”). These are routine equity compensation and tax events, not discretionary buying or selling in the market.