Talen Energy (TLN) president settles 2023 performance RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Talen Energy Corp President Terry L. Nutt exercised performance-based equity awards and had shares withheld for taxes. On May 22, 2026, 227,064 2023 performance-based restricted stock units converted into an equal number of common shares at a price of $0.00 per share. In connection with the vesting and settlement, 35,741 common shares were remitted to the company to cover tax withholding obligations in an exempt disposition under Rule 16b-3(e). After these compensation-related transactions, Nutt directly holds 67,761 shares of Talen Energy common stock.

Insights

Equity compensation analyst

Executive equity grant vested; shares withheld only for taxes.

President Terry L. Nutt had 2023 performance-based restricted stock units vest and convert into 227,064 shares of Talen Energy common stock at $0.00 exercise price. This reflects previously granted incentive compensation reaching its performance and time-based vesting conditions.

To satisfy tax obligations from the vesting event, 35,741 shares were remitted back to the company in an exempt transaction under Rule 16b-3(e). This withholding is a mechanical step rather than an open-market sale and does not, by itself, indicate a change in the executive’s view of the stock.

Following these transactions, Nutt directly holds 67,761 common shares, while the performance-based RSU position shown in this filing has been fully settled. Subsequent filings may provide further context on any additional grants or future vesting events.

Insider Trade Summary

Net Buyer: 55,085 shares

Net Buy 3 txns

Insider Nutt Terry L

Role President

Type	Security	Shares	Price	Value
Exercise	2023 Performance-Based Restricted Stock Units	227,064	$0.00	$0.00
Exercise	Common Stock	90,826	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	35,741	$324.21	$11.59M

Holdings After Transaction: 2023 Performance-Based Restricted Stock Units — 0 shares (Direct); Common Stock — 67,761 shares (Direct)

Footnotes (2)

1. F1. Each performance-based restricted stock units ("PSU") was issued under the Plan and represents a contingent right to receive one share of common stock or its cash equivalent, as determined at the time of settlement by the Committee pursuant to the terms of the Plan. The number of PSUs that vest can range from 0% to 200% of the target number of PSUs subject to the award, plus an additional incentive based on the Company's market capitalization at vesting, as more fully set forth in the applicable award agreement. The number of shares in this row represents the actual level of performance (200%) plus the additional incentive shares described above. The reporting person's PSUs were granted on July 10, 2023 and they vested on May 17, 2026, the third anniversary of the vesting commencement date, with 60% of the after-tax value of such PSUs settled in cash.
2. F2. In an exempt disposition to the Company under Rule 16b-3(e), the reporting person remitted shares to the Company in connection with the satisfaction of tax withholding obligations arising out of the vesting of the PSUs.

Key Figures

RSUs converted: 227,064 units/shares Tax withholding shares: 35,741 shares Shares held after transaction: 67,761 shares +1 more

4 metrics

RSUs converted 227,064 units/shares 2023 performance-based RSUs converted to common stock on May 22, 2026

Tax withholding shares 35,741 shares Shares remitted to company for tax withholding on vesting

Shares held after transaction 67,761 shares Direct common stock holdings following transactions

Exercise price $0.00 per share Conversion of performance-based RSUs into common stock

Key Terms

performance-based restricted stock units, Rule 16b-3(e), tax withholding obligations, market capitalization, +1 more

5 terms

performance-based restricted stock units financial

"Each performance-based restricted stock units ("PSU") was issued under the Plan"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

Rule 16b-3(e) regulatory

"In an exempt disposition to the Company under Rule 16b-3(e), the reporting person remitted shares"

tax withholding obligations financial

"in connection with the satisfaction of tax withholding obligations arising out of the vesting of the PSUs"

market capitalization financial

"plus an additional incentive based on the Company's market capitalization at vesting"

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

contingent right financial

"represents a contingent right to receive one share of common stock or its cash equivalent"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/27/2026 - 06:31 PM Learn about SEC filing dates

FAQ

What insider transactions did Talen Energy (TLN) President Terry Nutt report?

Talen Energy President Terry Nutt reported the vesting and conversion of 2023 performance-based restricted stock units into 227,064 common shares, along with the remittance of 35,741 shares back to the company to cover tax withholding obligations related to this vesting event.

Did Terry Nutt sell Talen Energy (TLN) shares on the open market?

No open-market sale was reported. Shares were remitted back to Talen Energy to satisfy tax withholding obligations under Rule 16b-3(e) following the vesting of performance-based restricted stock units, which is a standard administrative step rather than a discretionary market sale.

How many Talen Energy (TLN) shares did Terry Nutt acquire from equity awards?

A total of 227,064 2023 performance-based restricted stock units converted into the same number of Talen Energy common shares at a zero exercise price, reflecting the achievement of performance conditions and vesting terms specified in the company’s equity incentive plan and award agreement.

How many Talen Energy (TLN) shares were used to cover Terry Nutt’s tax obligations?

Terry Nutt remitted 35,741 Talen Energy common shares back to the company to cover tax withholding obligations arising from the vesting of performance-based restricted stock units, as described in an exempt disposition to the company under Rule 16b-3(e) of the securities rules.

What are 2023 performance-based restricted stock units at Talen Energy (TLN)?

The 2023 performance-based restricted stock units are equity awards that convert into shares or cash if performance goals and time-based vesting are met. Vesting could range from 0% to 200% of target plus an additional incentive tied to Talen Energy’s market capitalization at vesting.

How many Talen Energy (TLN) shares does Terry Nutt hold after these transactions?

After the vesting, conversion, and related tax withholding share remittance, Terry Nutt directly holds 67,761 shares of Talen Energy common stock. The performance-based restricted stock units referenced in this filing have been fully settled into shares or cash according to the plan terms.

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^*

Nutt Terry L

(Last) (First) (Middle)

2929 ALLEN PKWY, SUITE 2200

(Street)

HOUSTON TEXAS 77019

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Talen Energy Corp [ TLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Common Stock	05/22/2026		M		90,826	A	(1)	103,502	D
Common Stock	05/22/2026		F(2)		35,741	D	$324.21	67,761	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
2023 Performance-Based Restricted Stock Units	(1)	05/22/2026		M			227,064	(1)	(1)	Common Stock	227,064	$0	0	D

Explanation of Responses:

1. Each performance-based restricted stock units ("PSU") was issued under the Plan and represents a contingent right to receive one share of common stock or its cash equivalent, as determined at the time of settlement by the Committee pursuant to the terms of the Plan. The number of PSUs that vest can range from 0% to 200% of the target number of PSUs subject to the award, plus an additional incentive based on the Company's market capitalization at vesting, as more fully set forth in the applicable award agreement. The number of shares in this row represents the actual level of performance (200%) plus the additional incentive shares described above. The reporting person's PSUs were granted on July 10, 2023 and they vested on May 17, 2026, the third anniversary of the vesting commencement date, with 60% of the after-tax value of such PSUs settled in cash.

2. In an exempt disposition to the Company under Rule 16b-3(e), the reporting person remitted shares to the Company in connection with the satisfaction of tax withholding obligations arising out of the vesting of the PSUs.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Daniel J. Kelly, attorney-in-fact	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)