Talen Energy (TLN) CFO exercises 2023 RSU and PSU awards with tax-share remittance

Rhea-AI Filing Summary

Talen Energy Corp Chief Financial Officer Cole Muller reported compensation-related stock transactions tied to 2023 equity awards. On May 22, 2026, he exercised or converted awards into a total of 157,155 shares of common stock, including 143,979 performance-based restricted stock units and 13,176 restricted stock units granted under the 2023 Equity Incentive Plan. The performance-based units vested at a 200% performance level plus an additional incentive based on market capitalization. In connection with the vesting of these awards, 27,339 shares were remitted to the company to satisfy tax withholding obligations in an exempt disposition under Rule 16b-3(e), a non-market transaction. After these transactions, he directly owned 42,968 shares of common stock.

Insider Trade Summary

157,155 shares exercised/converted

Mixed 5 txns

Insider Muller Cole

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	2023 Restricted Stock Units	13,176	$0.00	--
Exercise	2023 Performance-Based Restricted Stock Units	143,979	$0.00	--
Exercise	Common Stock	5,270	$0.00	--
Exercise	Common Stock	57,592	$0.00	--
Tax Withholding	Common Stock	27,339	$324.21	$8.86M

Holdings After Transaction: 2023 Restricted Stock Units — 0 shares (Direct, null); 2023 Performance-Based Restricted Stock Units — 0 shares (Direct, null); Common Stock — 12,715 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.

Key Figures

Shares from award exercises/conversions: 157,155 shares Tax withholding shares remitted: 27,339 shares Post-transaction holdings: 42,968 shares +4 more

7 metrics

Shares from award exercises/conversions 157,155 shares Common stock received from RSU and PSU vesting on May 22, 2026

Tax withholding shares remitted 27,339 shares Shares delivered to company to satisfy tax obligations

Post-transaction holdings 42,968 shares Common stock directly owned after transactions

Vested performance-based RSUs 143,979 units 2023 performance-based restricted stock units converted to common stock

Vested RSUs 13,176 units 2023 restricted stock units converted to common stock

Performance vesting level 200% Actual PSU performance plus additional incentive shares based on market cap

Cash settlement portion 60% of after-tax value Portion of RSU and PSU value settled in cash at vesting

Key Terms

Restricted Stock Unit (RSU), performance-based restricted stock unit (PSU), Equity Incentive Plan, Rule 16b-3(e), +1 more

5 terms

Restricted Stock Unit (RSU) financial

"Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan"

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

performance-based restricted stock unit (PSU) financial

"Each performance-based restricted stock unit ("PSU") was issued under the Plan and represents a contingent right"

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"

tax withholding obligations financial

"in connection with the satisfaction of tax withholding obligations arising out of the vesting of the RSUs and PSUs"

Form 4 Insider Transactions: What Each Field Means →

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^*

Muller Cole

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/22/2026		M		5,270	A	(1)	12,715	D
Common Stock	05/22/2026		M		57,592	A	(2)	70,307	D
Common Stock	05/22/2026		F(3)		27,339	D	$324.21	42,968	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
2023 Restricted Stock Units	(1)	05/22/2026		M			13,176	(1)	(1)	Common Stock	13,176	$0	0	D
2023 Performance-Based Restricted Stock Units	(2)	05/22/2026		M			143,979	(2)	(2)	Common Stock	143,979	$0	0	D

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-fact	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Talen Energy (TLN) CFO Cole Muller report?

Cole Muller reported equity award vesting and related share movements, not open-market trading. He exercised or converted awards into 157,155 common shares and remitted 27,339 shares back to the company to cover tax withholding obligations arising from the RSU and PSU vesting.

How many Talen Energy (TLN) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, Cole Muller directly owned 42,968 shares of Talen Energy common stock. This figure reflects the net result after equity awards vested, were settled, and shares were remitted to the company to satisfy associated tax withholding obligations.

What equity awards vested for Talen Energy (TLN) CFO on May 17, 2026?

The CFO’s 2023 restricted stock units and performance-based restricted stock units vested on May 17, 2026. This included 13,176 RSUs and 143,979 PSUs issued under the 2023 Equity Incentive Plan, with the PSU amount reflecting a 200% performance level plus incentive shares.

How were Talen Energy (TLN) performance-based RSUs for the CFO determined?

Each performance-based restricted stock unit could vest between 0% and 200% of target, plus an additional incentive based on Talen’s market capitalization at vesting. The 143,979 PSUs reported represent the actual 200% performance outcome plus those additional incentive shares.

Were the Talen Energy (TLN) CFO’s share dispositions open-market sales?

No, the disposition was an exempt transaction to the company under Rule 16b-3(e). The CFO remitted 27,339 shares back to Talen Energy solely to satisfy tax withholding obligations from the RSU and PSU vesting, rather than selling shares in the open market.

How were Talen Energy (TLN) RSU and PSU awards settled for the CFO?

The RSUs and PSUs were granted under the 2023 Equity Incentive Plan and settled at vesting. For both award types, 60% of the after-tax value was settled in cash, with the remaining after-tax value delivered in Talen Energy common stock.