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  4. [Form 4] Talen Energy Corporation Insider Trading Activity

Rubric Capital Cuts Talen Energy Stake by 27% in 3-Day Selloff

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Talen Energy (TLN) Form 4 reveals significant insider selling by 10% owner Rubric Capital Management LP and David Rosen between June 25-27, 2025.

  • 1,670,369 common shares disposed at weighted-average prices of $288–$298, generating roughly $489 million in proceeds.
  • Beneficial ownership fell from ≈6.12 million to 4.45 million shares, a 27 % reduction, but the group remains a >10 % holder.
  • The largest block—1.28 million shares—was coded “J”, indicating a non-open-market transfer or distribution.
  • Reporting persons disclaim beneficial ownership beyond pecuniary interest; trades executed through multiple Rubric funds at detailed price ranges.

The scale and speed of these sales may create short-term supply pressure and prompt investors to reassess insider sentiment.

Positive

  • None.

Negative

  • 10% owner disposed of 1.67 million shares (~27 % of prior holdings) worth ≈$489 million, signalling potential bearish sentiment and increasing share supply.
  • Code J transfer of 1.28 million shares introduces uncertainty over future ownership structure and could dilute Rubric Capital’s voting influence.

Insights

Large, rapid sale by 10% holder trims stake 27%; may pressure shares absent offsetting company news.

Key takeaways: The open-market portion (~388k shares) plus a 1.28 million "J" transfer signal purposeful de-risking. Proceeds of ≈$489 million dwarf daily TLN liquidity, creating a potential overhang. While insiders sometimes liquidate for portfolio reasons, the magnitude relative to prior holdings is notable; remaining stake still tops 4.45 million shares, keeping Rubric economically invested but with less exposure. No concurrent positive catalysts were disclosed, so the market is likely to interpret the move cautiously. Monitor subsequent 13D or 13G amendments for any strategic shift.

J-code transfer clouds intent; scale of disposition heightens governance scrutiny.

The Form 4’s “J” transaction—1.28 million shares—suggests an internal distribution, perhaps to underlying limited partners. Such transfers can dilute Rubric’s future voting clout, potentially reshaping TLN’s governance landscape if recipients are passive holders. Combined with smaller open-market sells, Rubric cut its economic interest by more than a quarter within 72 hours, an aggressive timeline that may influence proxy dynamics. Investors should watch for ownership-reporting follow-ups and any change in Rubric’s activism posture. The filing complies with Rule 10b5-1 disclosures, but perception risk remains: rapid insider disposition often signals a recalibrated view on valuation or risk.

Insider Rubric Capital Management LP, Rosen David Efraim
Role 10% Owner | 10% Owner
Sold 388,530 shs ($114.09M)
Type Security Shares Price Value
Sale Common Stock 7,950 $292.8183 $2.33M
Sale Common Stock 2,365 $293.3363 $694K
Sale Common Stock 12,290 $294.6545 $3.62M
Sale Common Stock 51,810 $295.6241 $15.32M
Sale Common Stock 76,545 $296.3781 $22.69M
Sale Common Stock 25,903 $297.6954 $7.71M
Sale Common Stock 1,137 $298.1389 $339K
Other Common Stock 1,281,839 $0.00 $0.00
Sale Common Stock 1,321 $289.4592 $382K
Sale Common Stock 18,927 $290.1862 $5.49M
Sale Common Stock 15,824 $291.084 $4.61M
Sale Common Stock 33,121 $292.1868 $9.68M
Sale Common Stock 32,924 $293.3438 $9.66M
Sale Common Stock 100 $294.00 $29K
Sale Common Stock, par value $0.001 per share ("Common Stock") 44,343 $288.5476 $12.80M
Sale Common Stock 6,429 $289.2463 $1.86M
Sale Common Stock 200 $290.49 $58K
Sale Common Stock 16,759 $292.4978 $4.90M
Sale Common Stock 21,552 $293.6267 $6.33M
Sale Common Stock 13,973 $294.4712 $4.11M
Sale Common Stock 4,957 $295.1766 $1.46M
Sale Common Stock 100 $297.14 $30K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock, par value $0.001 per share ("Common Stock") — 6,079,157 shares (Indirect, See footnotes); Common Stock — 4,453,131 shares (Indirect, See footnotes); Common Stock — 52,171 shares (Direct)
Footnotes (22)
  1. F1. This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital.
  2. F2. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288 to $289, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.01 to $289.86, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292 to $292.93, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.08 to $294.08, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.09 to $295.09, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.12 to $295.37, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  9. F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.82 to $289.72, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  10. F10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.825 to $290.785, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  11. F11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.89 to $291.635, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  12. F12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.91 to $292.9, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  13. F13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.94 to $293.89, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  14. F14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.00 to $292.985, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  15. F15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.01 to $294.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  16. F16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.02 to $295.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  17. F17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.025 to $296.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  18. F18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.03 to $297.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  19. F19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.05 to $298.05, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  20. F20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.08 to $298.205, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
  21. F21. This transaction represents a pro-rata in-kind distribution to limited partners for no consideration (the "Pro-Rata Distribution").
  22. F22. Securities directly held by Mr. David Rosen. The securities were distributed to Mr. David Rosen in the Pro-Rata Distribution.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

How many TLN shares did Rubric Capital sell between 25-27 June 2025?
The Form 4 reports sales and transfers totaling 1,670,369 common shares.

What price range did the 10% owner receive for its TLN share sales?
Weighted-average sale prices ranged from $288.55 to $298.14 per share.

What is Rubric Capital’s remaining TLN stake after the June 2025 transactions?
Post-transaction indirect beneficial ownership stands at 4,453,131 shares.

Does Rubric Capital remain a 10% owner of TLN after these sales?
Yes. Despite a 27 % reduction, its remaining 4.45 million shares keep it above the 10% threshold.

What does transaction code “J” mean in the TLN Form 4?
Code J denotes an ‘other’ disposition, often an internal transfer or distribution; 1.28 million shares were moved under this code.

Could the insider sale impact TLN’s share price?
Large, rapid insider disposals can create short-term selling pressure and may be viewed negatively by the market.
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
X
 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*
Rubric Capital Management LP
(Last) (First) (Middle)
155 EAST 44TH ST, SUITE 1630
(Street)
NEW YORK NY 10017
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $0.001 per share ("Common Stock") 06/25/2025 S 44,343 D $288.5476(3) 6,079,157 I See footnotes(1)(2)
Common Stock 06/25/2025 S 6,429 D $289.2463(4) 6,072,728 I See footnotes(1)(2)
Common Stock 06/25/2025 S 200 D $290.49 6,072,528 I See footnotes(1)(2)
Common Stock 06/25/2025 S 16,759 D $292.4978(5) 6,055,769 I See footnotes(1)(2)
Common Stock 06/25/2025 S 21,552 D $293.6267(6) 6,034,217 I See footnotes(1)(2)
Common Stock 06/25/2025 S 13,973 D $294.4712(7) 6,020,244 I See footnotes(1)(2)
Common Stock 06/25/2025 S 4,957 D $295.1766(8) 6,015,287 I See footnotes(1)(2)
Common Stock 06/25/2025 S 100 D $297.14 6,015,187 I See footnotes(1)(2)
Common Stock 06/26/2025 S 1,321 D $289.4592(9) 6,013,866 I See footnotes(1)(2)
Common Stock 06/26/2025 S 18,927 D $290.1862(10) 5,994,939 I See footnotes(1)(2)
Common Stock 06/26/2025 S 15,824 D $291.084(11) 5,979,115 I See footnotes(1)(2)
Common Stock 06/26/2025 S 33,121 D $292.1868(12) 5,945,994 I See footnotes(1)(2)
Common Stock 06/26/2025 S 32,924 D $293.3438(13) 5,913,070 I See footnotes(1)(2)
Common Stock 06/26/2025 S 100 D $294 5,912,970 I See footnotes(1)(2)
Common Stock 06/27/2025 S 7,950 D $292.8183(14) 5,905,020 I See footnotes(1)(2)
Common Stock 06/27/2025 S 2,365 D $293.3363(15) 5,902,655 I See footnotes(1)(2)
Common Stock 06/27/2025 S 12,290 D $294.6545(16) 5,890,365 I See footnotes(1)(2)
Common Stock 06/27/2025 S 51,810 D $295.6241(17) 5,838,555 I See footnotes(1)(2)
Common Stock 06/27/2025 S 76,545 D $296.3781(18) 5,762,010 I See footnotes(1)(2)
Common Stock 06/27/2025 S 25,903 D $297.6954(19) 5,736,107 I See footnotes(1)(2)
Common Stock 06/27/2025 S 1,137 D $298.1389(20) 5,734,970 I See footnotes(1)(2)
Common Stock 06/27/2025 J(21) 1,281,839 D (21) 4,453,131 I See footnotes(1)(2)
Common Stock 52,171 D(2)(22)
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
1. Name and Address of Reporting Person*
Rubric Capital Management LP
(Last) (First) (Middle)
155 EAST 44TH ST, SUITE 1630
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Rosen David Efraim
(Last) (First) (Middle)
155 EAST 44TH ST., SUITE 1630
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital.
2. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288 to $289, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.01 to $289.86, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292 to $292.93, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.08 to $294.08, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.09 to $295.09, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.12 to $295.37, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.82 to $289.72, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.825 to $290.785, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.89 to $291.635, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.91 to $292.9, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.94 to $293.89, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.00 to $292.985, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.01 to $294.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.02 to $295.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.025 to $296.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.03 to $297.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.05 to $298.05, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.08 to $298.205, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
21. This transaction represents a pro-rata in-kind distribution to limited partners for no consideration (the "Pro-Rata Distribution").
22. Securities directly held by Mr. David Rosen. The securities were distributed to Mr. David Rosen in the Pro-Rata Distribution.
Rubric Capital Management LP, By: /s/ Michael Nachmani, its Chief Operating Officer 06/27/2025
/s/ David Rosen 06/27/2025
** 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.

Source: View Original Filing on SEC EDGAR