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Talen Energy Corp (NASDAQ: TLN) president nets shares from RSU vesting

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

Rhea-AI Filing Summary

Talen Energy Corp president Terry L. Nutt reported vesting of 20,780 Restricted Stock Units granted under the 2023 Equity Incentive Plan. The RSUs converted into common stock, with 60% of the after-tax value settled in cash. 3,271 shares were remitted to the company for tax withholding, and he now directly owns 76,136 common shares, including ESPP purchases.

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Insider Nutt Terry L
Role President
Type Security Shares Price Value
Exercise 2023 Restricted Stock Units 20,780 $0.00 --
Exercise Common Stock 8,312 -- --
Tax Withholding Common Stock 3,271 $385.80 $1.26M
Holdings After Transaction: 2023 Restricted Stock Units — 0 shares (Direct); Common Stock — 76,136 shares (Direct)
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 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. Includes 63 shares of the Company's common stock purchased from the 2025 Talen Energy Corporation Employee Stock Purchase Plan on June 30, 2026. 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.
Shares remitted for taxes 3,271 shares Common stock remitted in exempt disposition for tax withholding on RSU vesting
Tax withholding share price $385.80 per share Value applied to the 3,271-share tax-withholding disposition
RSUs converted 20,780 units 2023 Restricted Stock Units converted into common stock on July 15, 2026
Common shares from RSU vesting 8,312 shares Non-derivative common stock reported from RSU-related exercise on July 15, 2026
Direct holdings after transactions 76,136 shares Talen Energy common stock directly owned by Terry L. Nutt after the reported activity
RSU cash settlement portion 60% of after-tax value Portion of vested RSUs settled in cash under the 2023 Equity Incentive Plan
Restricted Stock Unit financial
"Each Restricted Stock Unit 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.
Equity Incentive Plan financial
"issued under the Talen Energy Corporation 2023 Equity Incentive 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
"Includes 63 shares purchased from the 2025 Talen Energy Corporation Employee Stock Purchase Plan"
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.
tax withholding obligations financial
"remitted shares to the Company in connection with the satisfaction of tax withholding obligations"
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FAQ

What did Talen Energy (TLN) president Terry L. Nutt report in this Form 4?

Terry L. Nutt reported vesting and conversion of 20,780 RSUs, acquisition of common stock, and remittance of 3,271 shares back to Talen Energy to satisfy tax withholding obligations associated with the RSU vesting under the 2023 Equity Incentive Plan.

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

After the reported transactions, Terry L. Nutt directly owns 76,136 shares of Talen Energy common stock. This total includes 63 shares purchased through the 2025 Talen Energy Corporation Employee Stock Purchase Plan on June 30, 2026, as noted in the footnotes.

How many Talen Energy (TLN) RSUs vested and were converted for Terry L. Nutt?

A total of 20,780 Restricted Stock Units granted on July 10, 2023 vested on July 10, 2026 and were converted into common stock. Under the plan terms, 60% of the after-tax value of these RSUs was settled in cash rather than shares.

What was the nature of the 3,271-share disposition reported for Talen Energy (TLN)?

The disposition of 3,271 shares was an exempt transaction under Rule 16b-3(e), where shares were remitted to Talen Energy to cover tax withholding obligations arising from RSU vesting, at an indicated value of $385.80 per share, not an open-market sale.

Did Terry L. Nutt buy or sell Talen Energy (TLN) shares on the open market?

The filing shows no open-market purchases or sales. Reported activity reflects RSU vesting and conversion, with some shares remitted to Talen Energy for tax withholding and a portion of the RSU value settled in cash under the equity incentive plan.
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)