Form 4: Southern Co CEO Kerr Reports Equity Vesting, Tax Withholding

Southern Co's Chairman, President & CEO, James Y. Kerr II, reported the vesting of performance-based equity awards and associated tax withholdings on February 11, 2026.

Summary

• James Y. Kerr II, Chairman, President & CEO, GAS, reported several transactions on February 11, 2026, related to his equity compensation in Southern Company.
• Acquired 44,522 shares of Southern Company Common Stock upon the vesting of performance share units for the 2023-2025 award period, as certified by the Compensation and Talent Development Committee.
• Acquired an additional 2,830 shares upon the vesting of the first one-third of performance restricted stock units granted on February 5, 2025, also certified by the Compensation and Talent Development Committee.
• Disposed of a total of 21,225 shares (19,831 shares and 1,394 shares) to satisfy state and federal tax withholding requirements related to the vested awards, at a price of $90.86 per share.
• Following these transactions, Mr. Kerr directly beneficially owns 182,822 shares of Southern Company Common Stock and indirectly owns 34,814.9573 shares in a 401(k) plan.
• Also reported the acquisition of 2,737 derivative performance restricted stock units, representing the first one-third of a grant from February 5, 2025, with the remaining portions scheduled to vest in 2027 and 2028.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive indicator, as it confirms the achievement of performance targets for previously granted executive equity awards, reflecting successful execution against company goals.

Positives

• The vesting of 44,522 performance share units for the 2023-2025 award period indicates the achievement of company performance targets.
• The vesting of 2,830 performance restricted stock units, representing the first one-third of a grant, also signifies the attainment of performance goals.
• The continued vesting schedule for performance restricted stock units through 2027 and 2028 provides ongoing incentive for long-term executive performance.

Future Outlook

The remaining two-thirds of the performance restricted stock units granted on February 5, 2025, are scheduled to vest in 2027 and 2028, respectively, with additional units to be acquired with deemed dividends and shares withheld upon vesting to satisfy tax requirements.

Industry Context

StockSavvy.ai notes that equity compensation, particularly through performance-based awards like performance share units and restricted stock units, is a standard practice in the utility sector. This structure aligns executive incentives with long-term shareholder value creation and company performance, a common approach among large, stable companies.

Comparison to Industry Standards

• The use of performance share units and restricted stock units with multi-year vesting schedules is consistent with executive compensation practices observed at peer utility companies such as Duke Energy (DUK), NextEra Energy (NEE), and Dominion Energy (D).
• These structures are designed to incentivize sustained operational excellence and financial performance, reflecting a common governance approach in the regulated utility industry.

Stakeholder Impact

• Shareholders: Positive impact as the vesting of performance-based awards indicates that management has met previously established performance criteria, aligning executive incentives with shareholder interests.

Next Steps

• Vesting of the second one-third of performance restricted stock units in 2027.
• Vesting of the final one-third of performance restricted stock units in 2028.

Key Dates

Recommendation

This Form 4 reports routine equity compensation vesting and associated tax withholdings, which are expected events and do not signal a change in the company's fundamental outlook or the insider's conviction in the stock. It reflects the achievement of previously set performance targets, which is generally positive, but does not warrant a change in investment recommendation based solely on this filing.

Keywords

Southern Company, SO, Form 4, insider transaction, equity compensation, performance shares, restricted stock units, James Y. Kerr II, executive compensation