STOCK TITAN

Talen Energy (NYSE: TLN) director sells 6,789 shares after RSU and PSU vesting

(Very High)
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4

Rhea-AI Filing Summary

Talen Energy Corp director Stephen Schaefer reported equity award activity involving performance-based and time-based stock units. On May 22, 2026, he disposed of 6,789 shares of common stock back to the company in a transaction coded as a disposition to issuer at $324.21 per share.

He also exercised or converted equity awards into common shares. This included 45,873 2023 performance-based restricted stock units and 4,133 2023 restricted stock units, each converting on a one-for-one basis into common stock at a stated price of $0.00 per unit.

Footnotes explain that the restricted stock units and performance-based units were granted under Talen Energy Corporation’s 2023 Equity Incentive Plan, with the final installments vesting on May 17, 2026. The performance-based units vested at 200% of target plus additional incentive shares based on market capitalization, with 60% of their after-tax value settled in cash.

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Insider SCHAEFER STEPHEN
Role Director
Type Security Shares Price Value
Exercise 2023 Restricted Stock Units 4,133 $0.00 $0.00
Exercise 2023 Performance-Based Restricted Stock Units 45,873 $0.00 $0.00
Exercise Common Stock 4,133 $0.00 $0.00
Exercise Common Stock 18,349 $0.00 $0.00
Disposition Common Stock 6,789 $324.21 $2.20M
Holdings After Transaction: 2023 Restricted Stock Units — 0 shares (Direct); 2023 Performance-Based Restricted Stock Units — 0 shares (Direct); Common Stock — 19,825 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 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.
  2. F2. 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 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. F3. Represents a portion of the PSUs that vested on May 17, 2026 (an additional 6,789 of which were cash settled in an amount approximately equivalent to taxes associated with the stock-settled portion of such vesting).
Shares disposed to issuer 6,789 shares at $324.21 Common Stock disposition to issuer on May 22, 2026
Performance-based units exercised 45,873 PSUs 2023 Performance-Based Restricted Stock Units converted to common stock
Restricted stock units exercised 4,133 RSUs 2023 Restricted Stock Units converted to common stock
Total derivative shares exercised 50,006 shares Aggregate derivative exercises (M-code) per transaction summary
PSU vesting performance level 200% of target Actual performance level for 2023 PSUs plus incentive shares
Cash settlement portion of PSUs 60% after-tax value Portion of PSU value settled in cash at vesting
Performance-Based Restricted Stock Units financial
"Each performance-based restricted stock units ("PSU") was issued under the Plan and represents a contingent right to receive one share of common stock"
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.
Restricted Stock Units financial
"Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2023 Equity Incentive Plan financial
"Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan (the "Plan")"
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""

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FAQ

What insider transactions did TLN director Stephen Schaefer report on May 22, 2026?

Stephen Schaefer reported a mix of equity award exercises and a disposition to Talen Energy Corp. He converted 45,873 performance-based restricted stock units and 4,133 restricted stock units into common stock and disposed of 6,789 common shares back to the issuer at $324.21 per share.

How many Talen Energy Corp performance-based units did Stephen Schaefer convert?

He converted 45,873 2023 performance-based restricted stock units into Talen Energy Corp common stock. Each unit represents a contingent right to one share or its cash equivalent, with the actual number reflecting 200% performance plus additional incentive shares tied to market capitalization metrics.

What was the price for Stephen Schaefer’s share disposition to Talen Energy Corp?

The reported disposition of 6,789 Talen Energy Corp common shares back to the issuer was priced at $324.21 per share. This transaction was coded as a disposition to issuer and represents a portion of the performance-based units that vested and were settled in stock on May 17, 2026.

When did Stephen Schaefer’s 2023 Talen Energy RSUs and PSUs vest?

Both the 2023 restricted stock units and performance-based restricted stock units vested on May 17, 2026. That date marked the third anniversary of the vesting commencement date, with final installments settling in a mix of common stock and cash equivalents under the company’s equity plan.

How were Stephen Schaefer’s Talen Energy performance-based units structured?

The performance-based restricted stock units could vest between 0% and 200% of the target amount, plus additional incentive shares. The actual 45,873 units reported reflect 200% performance plus incentives, with 60% of the after-tax value settled in cash and the remainder settled in common stock.
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*
SCHAEFER STEPHEN

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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 Stock05/22/2026M4,133A(1)8,265D
Common Stock05/22/2026M18,349A(2)26,614D
Common Stock05/22/2026D(3)6,789D$324.2119,825D
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)05/22/2026M4,133 (1) (1)Common Stock4,133$00D
2023 Performance-Based Restricted Stock Units(2)05/22/2026M45,873 (2) (2)Common Stock45,873$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.
2. 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 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. Represents a portion of the PSUs that vested on May 17, 2026 (an additional 6,789 of which were cash settled in an amount approximately equivalent to taxes associated with the stock-settled portion of such vesting).
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)