SCHAEFER STEPHEN 4
4 · Talen Energy Corp · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Talen Energy Director Stephen Schaefer Sells $2.2M, Converts RSUs/PSUs
What Happened
- Stephen Schaefer, a director of Talen Energy Corporation (TLN), had previously granted restricted stock units (RSUs) and performance-based restricted stock units (PSUs) vest and were converted/settled on May 22, 2026. The filing shows multiple conversion/settlement entries and a cash settlement to the issuer: 6,789 shares were disposed to the issuer at $324.21 per share for a total of $2,201,062. Other entries record conversions/exercises of award units into shares and additional share transfers/withholdings recorded at $0 (i.e., no cash paid to the reporting person).
Key Details
- Transaction date: May 22, 2026; Form 4 filed May 27, 2026 (filed on the second business day after the transaction, taking the Memorial Day holiday into account) — filing appears timely.
- Reported cash amount: 6,789 shares disposed to the issuer at $324.21 = $2,201,062.
- Other reported entries: exercise/conversion (M) entries showing 4,133 and 18,349 shares as acquired; additional M entries showing 4,133 and 45,873 shares disposed at $0 (these reflect stock settlement/withholding or other internal transfers related to award settlement).
- Shares owned after the transaction: not specified in the provided filing data.
- Exhibit included: 24.1 Power of Attorney.
- Footnotes: RSUs and PSUs were granted on June 16, 2023 and vested on May 17, 2026. PSUs vested at the maximum performance level reported (200% plus an additional incentive). Per the award terms, 60% of the after‑tax value of PSUs was settled in cash; an additional 6,789 PSU-related units were cash‑settled (see F3) approximately to cover tax obligations.
Context
- These entries reflect the settlement of equity awards (RSUs/PSUs) rather than an open‑market sale. The cash paid to the issuer for 6,789 shares is consistent with cash settlement/netting or tax withholding associated with the award vesting, not an independent market sale. For retail investors, award conversions and tax withholdings are routine and do not necessarily signal a change in the director’s view of the company.
Insider Transaction Report
Form 4
SCHAEFER STEPHEN
Director
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-05-22+4,133→ 8,265 total - Exercise/Conversion
Common Stock
[F2]2026-05-22+18,349→ 26,614 total - Disposition to Issuer
Common Stock
[F3]2026-05-22$324.21/sh−6,789$2,201,062→ 19,825 total - Exercise/Conversion
2023 Restricted Stock Units
[F1]2026-05-22−4,133→ 0 total→ Common Stock (4,133 underlying) - Exercise/Conversion
2023 Performance-Based Restricted Stock Units
[F2]2026-05-22−45,873→ 0 total→ Common Stock (45,873 underlying)
Footnotes (3)
- [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 (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.
- [F2]Each performance-based restricted stock units ("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.
- [F3]Represents a portion of the PSUs that vested on May 17, 2026 (an additional 6,789 of which were cash settled in an amount approximately equivalent to taxes associated with the stock-settled portion of such vesting).
Signature
/s/ Daniel J. Kelly, attorney-in-fact|2026-05-27