Talen Energy (NYSE: TLN) CEO receives 2026 time-based and performance RSU awards

Rhea-AI Filing Summary

McFarland Mark Allen reported acquisition or exercise transactions in this Form 4 filing.

Talen Energy Corp reported new equity awards for Chief Executive Officer Mark Allen McFarland. On February 26, 2026, he received 12,519 time-based 2026 Restricted Stock Units (RSUs) and 58,420 2026 Performance-Based Restricted Stock Units (PSUs), all held as direct ownership.

The RSUs, issued under the 2023 Equity Incentive Plan, vest in three tranches: 5,007 on February 25, 2027, 5,008 on February 25, 2028, and 2,504 on February 25, 2029, subject to continued service. The PSUs vest based on continued service and performance, with 23,368 tied to performance as of February 25, 2028 and 35,052 as of February 25, 2029. The PSU amounts disclosed reflect the maximum 200% performance level, and each unit represents a right to one share of common stock or its cash equivalent at settlement.

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

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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^*

McFarland Mark Allen

(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)

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

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								45,228(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		12,519		(3)	(3)	Common Stock	12,519	$0	12,519	D
2026 Performance-Based Restricted Stock Units	(4)	02/26/2026		A		58,420		(5)	(5)	Common Stock	58,420	$0	58,420	D

Explanation of Responses:

1. Includes 117 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 June 30, 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 5,007 RSUs that will vest on February 25, 2027, 5,008 RSUs that will vest on February 25, 2028 and 2,504 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. 23,368 of the PSUs will be eligible to vest based on performance as of February 25, 2028 and 35,052 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
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FAQ

What equity awards did Talen Energy (TLN) grant to its CEO?

Talen Energy granted CEO Mark Allen McFarland 12,519 time-based 2026 RSUs and 58,420 2026 performance-based RSUs. These awards were issued under the 2023 Equity Incentive Plan and represent rights to receive common stock or cash on future vesting and settlement.

How do the 2026 RSUs for Talen Energy (TLN) CEO vest?

The 12,519 RSUs vest in three installments: 5,007 on February 25, 2027, 5,008 on February 25, 2028, and 2,504 on February 25, 2029. Vesting is contingent on the CEO’s continued service with Talen Energy throughout the applicable periods.

What performance conditions apply to Talen Energy (TLN) CEO’s 2026 PSUs?

The 58,420 PSUs vest based on continued service and achievement of performance goals. 23,368 are eligible to vest based on performance as of February 25, 2028, and 35,052 based on performance as of February 25, 2029, with payouts tied to performance levels.

What is the maximum payout level for Talen Energy (TLN) CEO’s PSUs?

The PSU numbers disclosed reflect the maximum 200% performance level for each award. Actual vesting can range from 0% to 200% of target, with additional PSUs possible if performance exceeds the maximum level, based on a share of excess market capitalization.

Can Talen Energy (TLN) CEO’s RSUs and PSUs be settled in cash instead of stock?

Each RSU and PSU represents a contingent right to receive one share of Talen Energy common stock or its cash equivalent. The Compensation Committee determines at settlement whether the award is paid in shares, cash, or a combination, under the plan terms.

Under which plan were Talen Energy (TLN) CEO’s 2026 RSUs and PSUs granted?

Both the RSUs and PSUs were granted under the Talen Energy Corporation 2023 Equity Incentive Plan. This plan allows granting of restricted stock units that settle in common stock or cash, subject to vesting, performance conditions, and decisions by the Compensation Committee.