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Talen Energy president settles RSUs with stock and cash

On July 15, 2026, Talen Energy president Terry L. Nutt settled 20,780 2023 Restricted Stock Units granted under the 2023 Equity Incentive Plan.

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Form Type
4

Rhea-AI Filing Summary

On July 15, 2026, Talen Energy president Terry L. Nutt settled 20,780 2023 Restricted Stock Units granted under the 2023 Equity Incentive Plan. The final installment vested on July 10, 2026, with 60% of the after-tax value settled in cash and 8,312 shares of common stock delivered.

To cover tax withholding from this vesting, he surrendered 3,271 shares to the company at $385.80 per share in an exempt Rule 16b-3(e) transaction. After these transactions, he held 72,865 shares of Talen Energy common stock directly, including 63 shares purchased through the 2025 Employee Stock Purchase Plan on June 30, 2026.

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Insider Nutt Terry L
Role President
Type Security Shares Price Value
Exercise 2023 Restricted Stock Units F1 20,780 $0.00 $0.00
Exercise Common Stock F1, F2 8,312 -- --
Tax Withholding Common Stock F3 3,271 $385.80 $1.26M
Holdings After Transaction: 2023 Restricted Stock Units — 0 contracts (Direct); Common Stock — 72,865 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 pursuant to the terms of the Plan. The reporting person's RSUs were granted on July 10, 2023 and the final installment of the reporting person's RSUs vested on July 10, 2026, the third anniversary of the vesting commencement date, with 60% of the after-tax value of such RSUs settled in cash.
  2. F2. Includes 63 shares of the Company's common stock purchased from the 2025 Talen Energy Corporation Employee Stock Purchase Plan on June 30, 2026.
  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.
RSUs settled 20,780 units 2023 Restricted Stock Units settled on July 15, 2026
Common stock delivered 8,312 shares Shares of common stock issued upon RSU settlement
Tax withholding shares 3,271 shares Shares remitted to the company to satisfy tax withholding obligations
Tax withholding price $385.80 per share Price used for shares remitted under Rule 16b-3(e)
Post-transaction holdings 72,865 shares Direct common stock holdings after the reported transactions
Cash settlement portion 60% of after-tax value Portion of RSU after-tax value settled in cash
ESPP shares 63 shares Shares purchased via the 2025 Employee Stock Purchase Plan on June 30, 2026
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan"
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"
Employee Stock Purchase Plan financial
"purchased from the 2025 Talen Energy Corporation Employee Stock Purchase Plan on June 30, 2026"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

FAQ

What RSU transaction did Talen Energy (TLN) report for President Terry L. Nutt?

Talen Energy reported that President Terry L. Nutt settled 20,780 RSUs on July 15, 2026. These 2023 grants vested on July 10, 2026 under the 2023 Equity Incentive Plan, with 60% of the after-tax value paid in cash and 8,312 shares of common stock issued.

How many Talen Energy (TLN) shares does Terry L. Nutt hold after the reported transactions?

After these transactions, Terry L. Nutt directly holds 72,865 shares of Talen Energy common stock. This balance reflects shares delivered from RSU settlement, less shares remitted for taxes, and includes 63 shares purchased through the 2025 Employee Stock Purchase Plan on June 30, 2026.

Why were 3,271 Talen Energy (TLN) shares surrendered in this Form 4?

The filing states that 3,271 shares were remitted to Talen Energy to satisfy tax withholding obligations from the RSU vesting. This exempt disposition, priced at $385.80 per share, was reported under Rule 16b-3(e) as a delivery of shares to cover taxes owed.

What plan governed the 2023 RSUs reported for Talen Energy (TLN)?

The 2023 RSUs were issued under the Talen Energy Corporation 2023 Equity Incentive Plan. Each RSU represents a contingent right to one share of common stock or its cash equivalent, as determined at settlement by the Compensation Committee in accordance with the plan’s terms.

What role did the Employee Stock Purchase Plan play in Terry L. Nutt’s TLN holdings?

The Form 4 notes that Nutt’s holdings include 63 shares of common stock acquired through the 2025 Talen Energy Corporation Employee Stock Purchase Plan. These shares were purchased on June 30, 2026 and are part of his directly held 72,865-share position.

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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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026
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 Stock07/15/2026M8,312A(1)76,136(2)D
Common Stock07/15/2026F3,271(3)D$385.872,865D
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)07/15/2026M20,780 (1) (1)Common Stock20,780$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 pursuant to the terms of the Plan. The reporting person's RSUs were granted on July 10, 2023 and the final installment of the reporting person's RSUs vested on July 10, 2026, the third anniversary of the vesting commencement date, with 60% of the after-tax value of such RSUs settled in cash.
2. Includes 63 shares of the Company's common stock purchased from the 2025 Talen Energy Corporation Employee Stock Purchase Plan on June 30, 2026.
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.
Remarks:
/s/ Daniel J. Kelly, attorney-in-fact07/15/2026
** 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)