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Talen Energy (TLN) CAO settles 2023 RSUs and PSUs, remits 37,594 shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Talen Energy Corp Chief Administrative Officer Andrew M. Wright reported compensation-related equity transactions tied to 2023 stock awards. On May 22, 2026, he exercised performance-based and time-based restricted stock units granted on June 16, 2023, converting them into common stock as those awards vested on May 17, 2026.

The filing shows 218,808 performance-based restricted stock units and 20,024 restricted stock units converting into common shares at a stated price of $0.0000 per unit pursuant to the company’s 2023 Equity Incentive Plan, with 60% of the after-tax value of each award settled in cash. In a related exempt transaction under Rule 16b-3(e), Wright remitted 37,594 shares back to the company to satisfy tax withholding obligations arising from these vestings.

Following the tax-withholding disposition, he directly holds 70,200 shares of Talen Energy common stock. The filing reports no open-market purchases or sales; activity reflects equity award vesting, derivative exercises, and associated tax payments.

Positive

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Insider Wright Andrew M
Role Chief Administrative Officer
Type Security Shares Price Value
Exercise 2023 Restricted Stock Units 20,024 $0.00 --
Exercise 2023 Performance-Based Restricted Stock Units 218,808 $0.00 --
Exercise Common Stock 8,010 $0.00 --
Exercise Common Stock 87,523 $0.00 --
Tax Withholding Common Stock 37,594 $324.21 $12.19M
Holdings After Transaction: 2023 Restricted Stock Units — 0 shares (Direct, null); 2023 Performance-Based Restricted Stock Units — 0 shares (Direct, null); Common Stock — 20,271 shares (Direct, null)
Footnotes (1)
  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 June 16, 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. 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, 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 June 16, 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. 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.
Shares remitted for taxes 37,594 shares Exempt disposition to company for tax withholding on May 22, 2026
Performance-based RSUs exercised 218,808 units 2023 performance-based restricted stock units converting into common stock
Time-based RSUs exercised 20,024 units 2023 restricted stock units converting into common stock
Shares held after tax disposition 70,200 shares Common stock directly owned following tax-withholding remittance
Non-derivative shares from larger exercise 87,523 shares Common stock acquired via derivative exercise on May 22, 2026
Non-derivative shares from smaller exercise 8,010 shares Additional common stock acquired via derivative exercise
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.
2023 Equity Incentive Plan financial
"Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan (the "Plan")"
Rule 16b-3(e) regulatory
"In an exempt disposition to the Company under Rule 16b-3(e), the reporting person remitted shares"
after-tax value financial
"with 60% of the after-tax value of such RSUs settled in cash"
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*
Wright Andrew M

(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)
Chief Administrative 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 Stock05/22/2026M8,010A(1)20,271D
Common Stock05/22/2026M87,523A(2)107,794D
Common Stock05/22/2026F(3)37,594D$324.2170,200D
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)05/22/2026M20,024 (1) (1)Common Stock20,024$00D
2023 Performance-Based Restricted Stock Units(2)05/22/2026M218,808 (2) (2)Common Stock218,808$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 June 16, 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, 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 June 16, 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)

FAQ

What insider transactions did Talen Energy (TLN) report for Andrew M. Wright?

Talen Energy reported that Chief Administrative Officer Andrew M. Wright settled vested 2023 restricted stock units and performance-based units into common stock, then remitted shares back to the company to cover tax withholding obligations, all as part of its equity compensation arrangements rather than open-market trading.

How many Talen Energy (TLN) shares did Andrew M. Wright remit for taxes?

Andrew M. Wright remitted 37,594 shares of Talen Energy common stock to the company. This exempt disposition under Rule 16b-3(e) covered tax withholding obligations triggered by the vesting and settlement of his 2023 restricted stock and performance-based stock unit awards.

What equity awards vested for Talen Energy (TLN) executive Andrew M. Wright?

Wright’s 2023 restricted stock units and performance-based restricted stock units vested on May 17, 2026. The filing shows 20,024 time-based RSUs and 218,808 performance-based units converting into common stock or cash equivalents under Talen Energy’s 2023 Equity Incentive Plan, based on plan and award terms.

How many Talen Energy (TLN) shares does Andrew M. Wright hold after these transactions?

After the tax-withholding disposition, the filing reports that Andrew M. Wright directly holds 70,200 shares of Talen Energy common stock. This figure reflects his position following the vesting, settlement, and related share remittance to satisfy tax obligations on the 2023 equity awards.

Were Andrew M. Wright’s recent Talen Energy (TLN) transactions open-market buys or sells?

No, the transactions were not open-market buys or sells. They involved derivative exercises of restricted and performance-based stock units and an exempt disposition of shares back to Talen Energy to cover tax withholding, all under compensation arrangements and Rule 16b-3(e) provisions.

How were Talen Energy (TLN) 2023 RSUs and PSUs settled for Andrew M. Wright?

For both the 2023 restricted stock units and performance-based units, 60% of the after-tax value was settled in cash. The remaining value was settled in Talen Energy common stock, consistent with the terms of the 2023 Equity Incentive Plan and related award agreements.