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Talen Energy (TLN) SVP Casulli vests 2023 RSUs and PSUs and returns shares for tax withholding

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Talen Energy Corp SVP & Chief Nuclear Officer Edward T. Casulli reported equity award vesting and related share movements. On May 22, 2026, he exercised 2023 performance-based restricted stock units and 2023 restricted stock units granted under the company’s 2023 Equity Incentive Plan, converting them into common stock at a conversion price of $0.00 per share.

As part of the same event, 2,774 shares of common stock were remitted back to the company at $324.21 per share in an exempt disposition under Rule 16b-3(e) to cover tax withholding obligations from the RSU and PSU vesting. Following these transactions, Casulli directly held 7,205 shares of common stock. The filing reflects routine compensation-related vesting, not open-market buying or selling.

Positive

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Insider Casulli Edward T.
Role SVP & Chief Nuclear Officer
Type Security Shares Price Value
Exercise 2023 Restricted Stock Units 6,376 $0.00 $0.00
Exercise 2023 Performance-Based Restricted Stock Units 9,564 $0.00 $0.00
Exercise Common Stock 2,550 $0.00 $0.00
Exercise Common Stock 3,826 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 2,774 $324.21 $899K
Holdings After Transaction: 2023 Restricted Stock Units — 0 shares (Direct); 2023 Performance-Based Restricted Stock Units — 0 shares (Direct); Common Stock — 7,205 shares (Direct)
Footnotes (3)
  1. F1. Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan (the "Plan") and represents a contingent right to receive one share of common stock, par value $0.001 ("common stock") of Talen Energy Corporation (the "Company") or its cash equivalent, as determined at the time of settlement by the Compensation Committee of the Company's Board of Directors (the "Committee") pursuant to the terms of the Plan. The reporting person's RSUs were granted on August 1, 2023 and the final installment of the reporting person's RSUs vested on May 17, 2026, the third anniversary of the vesting commencement date, with 60% of the after-tax value of such RSUs settled in cash.
  2. F2. Each performance-based restricted stock unit ("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. The number of shares in this row represents the actual level of performance (200%). The reporting person's PSUs were granted on August 1, 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.
  3. F3. 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 RSUs and PSUs.
Tax withholding shares 2,774 shares Shares remitted to company for tax obligations on vesting
Tax withholding share price $324.21 per share Price used for exempt disposition to company
Post-transaction holdings 7,205 shares Common stock held directly after transactions
RSUs converted 6,376 units 2023 Restricted Stock Units converted into common stock
PSUs converted 9,564 units 2023 performance-based RSUs converted into common stock at 200% performance
Total units exercised 15,940 units Sum of 2023 RSUs and PSUs converted into common stock
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based restricted stock unit financial
"Each performance-based restricted stock unit ("PSU") was issued under the Plan and represents a contingent right"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
Equity Incentive Plan financial
"issued under the Talen Energy Corporation 2023 Equity Incentive Plan (the "Plan")"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Rule 16b-3(e) regulatory
"In an exempt disposition to the Company under Rule 16b-3(e), the reporting person remitted shares"

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FAQ

What insider transactions did Talen Energy Corp (TLN) report for Edward T. Casulli?

Talen Energy reported that SVP & Chief Nuclear Officer Edward T. Casulli exercised 2023 RSUs and performance-based RSUs into common stock, then remitted 2,774 shares back to the company to cover tax withholding obligations tied to the vesting event.

Did the Talen Energy (TLN) Form 4 show open-market buying or selling by Edward T. Casulli?

No open-market trades were reported. The Form 4 shows equity awards vesting and shares issued from RSUs and PSUs, with 2,774 shares returned to Talen Energy in an exempt, issuer-directed disposition to satisfy tax withholding obligations under Rule 16b-3(e).

How many Talen Energy (TLN) shares did Edward T. Casulli dispose of for taxes?

Edward T. Casulli disposed of 2,774 shares of Talen Energy common stock. These shares were remitted back to the company at $324.21 per share specifically to satisfy tax withholding obligations arising from the vesting of his 2023 RSU and PSU awards.

What equity awards vested for Edward T. Casulli at Talen Energy (TLN)?

Casulli’s 2023 Restricted Stock Units and 2023 performance-based Restricted Stock Units vested. The PSUs vested at 200% of the target level, and both award types were issued under Talen Energy Corporation’s 2023 Equity Incentive Plan, with settlement partly in cash and partly in shares.

How many Talen Energy (TLN) shares did Edward T. Casulli hold after the reported Form 4 transactions?

After the reported transactions, Edward T. Casulli directly held 7,205 shares of Talen Energy common stock. This figure reflects his position following the vesting and conversion of his 2023 RSUs and PSUs and the related tax withholding share remittance.
SEC Form 4
FORM 4UNITED 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*
Casulli Edward T.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & Chief Nuclear Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/22/2026M2,550A(1)6,153D
Common Stock05/22/2026M3,826A(2)9,979D
Common Stock05/22/2026F(3)2,774D$324.217,205D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2023 Restricted Stock Units(1)05/22/2026M6,376 (1) (1)Common Stock6,376$00D
2023 Performance-Based Restricted Stock Units(2)05/22/2026M9,564 (2) (2)Common Stock9,564$00D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan (the "Plan") and represents a contingent right to receive one share of common stock, par value $0.001 ("common stock") of Talen Energy Corporation (the "Company") or its cash equivalent, as determined at the time of settlement by the Compensation Committee of the Company's Board of Directors (the "Committee") pursuant to the terms of the Plan. The reporting person's RSUs were granted on August 1, 2023 and the final installment of the reporting person's RSUs vested on May 17, 2026, the third anniversary of the vesting commencement date, with 60% of the after-tax value of such RSUs settled in cash.
2. Each performance-based restricted stock unit ("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. The number of shares in this row represents the actual level of performance (200%). The reporting person's PSUs were granted on August 1, 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.
3. 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 RSUs and PSUs.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Daniel J. Kelly, attorney-in-fact05/27/2026
** Signature of Reporting PersonDate
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)