SCHAEFER STEPHEN 4

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.