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Talen Energy (TLN) president receives 2026 RSU and PSU grants

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

Rhea-AI Filing Summary

Talen Energy Corp President Terry L. Nutt received new equity awards tied to time and performance. On February 26, 2026, he was granted 7,090 time-based 2026 Restricted Stock Units that vest in tranches on February 25, 2027, 2028, and 2029, conditioned on continued service.

He was also granted 33,086 2026 Performance-Based Restricted Stock Units that may vest based on both continued service and achievement of performance goals, with 13,234 eligible to vest based on performance as of February 25, 2028 and 19,852 as of February 25, 2029. The disclosed PSU and share amounts reflect the maximum 200% performance level. Following these awards, he directly holds 12,676 shares of common stock, including 74 shares acquired through the 2025 Employee Stock Purchase Plan.

Positive

  • None.

Negative

  • None.
Insider Nutt Terry L
Role President
Type Security Shares Price Value
Grant/Award 2026 Restricted Stock Units 7,090 $0.00 --
Grant/Award 2026 Performance-Based Restricted Stock Units 33,086 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: 2026 Restricted Stock Units — 7,090 shares (Direct); 2026 Performance-Based Restricted Stock Units — 33,086 shares (Direct); Common Stock — 12,676 shares (Direct)
Footnotes (1)
  1. Includes 74 shares of common stock, par value $0.001 ("common stock"), of Talen Energy Corporation (the "Company") purchased from the 2025 Talen Energy Corporation Employee Stock Purchase Plan on December 31, 2025. 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 of 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. Represents 2,836 RSUs that will vest on February 25, 2027, 2,836 RSUs that will vest on February 25, 2028 and 1,418 RSUs that will vest on February 25, 2029, in each case subject to the reporting person's continued service. 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. Represents PSUs that will vest subject to the reporting person's (i) continued service and (ii) achievement of applicable performance goals. 13,234 of the PSUs will be eligible to vest based on performance as of February 25, 2028 and 19,852 of the PSUs will be eligible to vest based on performance as of February 25, 2029. The number of PSUs that vest can range from 0% to 200% of the target number of PSUs subject to the award, plus, if the maximum performance level is exceeded, an additional number of PSUs in an amount equal to the reporting person's proportionate share among the participating executive officers of 3% of the Company's market capitalization above the maximum performance level. The numbers of PSUs and shares of common stock in this row represent the maximum level of performance (or 200%) for each award.
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 TX 77019

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 12,676(1) 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
2026 Restricted Stock Units (2) 02/26/2026 A 7,090 (3) (3) Common Stock 7,090 $0 7,090 D
2026 Performance-Based Restricted Stock Units (4) 02/26/2026 A 33,086 (5) (5) Common Stock 33,086 $0 33,086 D
Explanation of Responses:
1. Includes 74 shares of common stock, par value $0.001 ("common stock"), of Talen Energy Corporation (the "Company") purchased from the 2025 Talen Energy Corporation Employee Stock Purchase Plan on December 31, 2025.
2. 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 of 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.
3. Represents 2,836 RSUs that will vest on February 25, 2027, 2,836 RSUs that will vest on February 25, 2028 and 1,418 RSUs that will vest on February 25, 2029, in each case subject to the reporting person's continued service.
4. 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.
5. Represents PSUs that will vest subject to the reporting person's (i) continued service and (ii) achievement of applicable performance goals. 13,234 of the PSUs will be eligible to vest based on performance as of February 25, 2028 and 19,852 of the PSUs will be eligible to vest based on performance as of February 25, 2029. The number of PSUs that vest can range from 0% to 200% of the target number of PSUs subject to the award, plus, if the maximum performance level is exceeded, an additional number of PSUs in an amount equal to the reporting person's proportionate share among the participating executive officers of 3% of the Company's market capitalization above the maximum performance level. The numbers of PSUs and shares of common stock in this row represent the maximum level of performance (or 200%) for each award.
Remarks:
/s/ John C. Wander, attorney-in-fact 03/02/2026
** 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.

FAQ

What equity awards did Talen Energy (TLN) President Terry Nutt receive?

Terry Nutt received 7,090 time-based Restricted Stock Units and 33,086 Performance-Based Restricted Stock Units. These awards were granted under Talen Energy’s 2023 Equity Incentive Plan and can settle in common stock or cash, as determined by the Compensation Committee.

How do Terry Nutt’s 2026 Restricted Stock Units at Talen Energy (TLN) vest?

The 7,090 Restricted Stock Units vest over three dates: 2,836 units on February 25, 2027, 2,836 units on February 25, 2028, and 1,418 units on February 25, 2029, all subject to Terry Nutt’s continued service with Talen Energy.

What are the performance conditions on Terry Nutt’s PSUs at Talen Energy (TLN)?

The 33,086 Performance-Based Restricted Stock Units vest based on continued service and meeting performance goals. 13,234 units are eligible based on performance as of February 25, 2028 and 19,852 as of February 25, 2029, with payouts ranging from 0% to 200% of target.

Why do the reported PSU numbers for Talen Energy (TLN) reflect maximum performance?

The filing states the PSU and share counts reflect the maximum performance level of 200%. If maximum performance is exceeded, additional PSUs may be earned based on a 3% share of market capitalization above the maximum level, allocated among participating executive officers.

How many Talen Energy (TLN) common shares does Terry Nutt directly hold after these awards?

After the reported transactions, Terry Nutt directly holds 12,676 shares of Talen Energy common stock. This total includes 74 shares purchased through the 2025 Employee Stock Purchase Plan on December 31, 2025, as noted in the filing footnotes.

Can Terry Nutt’s Talen Energy (TLN) RSUs and PSUs be settled in cash instead of shares?

Yes. Each RSU and PSU represents a right to receive one share of Talen Energy common stock or its cash equivalent. The Compensation Committee decides at settlement whether to deliver stock or cash, according to the 2023 Equity Incentive Plan’s terms.