Nutt Terry L 4

4 · Talen Energy Corp · Filed May 27, 2026

AI-generated summary of this filing

Updated May 27, 2026

Talen Energy President Terry Nutt Receives PSUs, Surrenders Shares

What Happened

Terry L. Nutt, President of Talen Energy Corp. (TLN), had performance-based restricted stock units (PSUs) vest and the awards were converted/settled on May 22, 2026. The filing shows conversion/exercise activity resulting in 90,826 shares reported as acquired and 227,064 shares reported as converted/disposed (derivative transaction). Separately, 35,741 shares were remitted to the company to satisfy tax withholding at $324.21 per share, for a total of $11,587,590.
This was a PSU vesting/settlement event (award conversion and cash settlement), not an open-market purchase or voluntary sale by the insider. The net economic result included a cash component and shares delivered back to the company for taxes.

Key Details

Transaction date: May 22, 2026; Form 4 filed May 27, 2026.
- Exercise/conversion (M): 90,826 shares acquired (price N/A in filing).
- Exercise/conversion (M): 227,064 shares converted/disposed (listed at $0 for derivative reporting).
- Tax withholding (F): 35,741 shares remitted @ $324.21/share = $11,587,590.
Shares owned after transaction: not specified in the provided filing excerpt.
Footnotes:
- F1: These were performance-based RSUs granted July 10, 2023 that vested on May 17, 2026. The reported share count reflects maximum performance (200%) plus an additional market-capitalization-based incentive; 60% of the after-tax value of the PSUs was settled in cash.
- F2: The 35,741 shares were remitted to the company in an exempt disposition under Rule 16b-3(e) to satisfy withholding obligations.
Exhibit: Exhibit 24.1 (Power of Attorney) attached to the filing.

Context

These transactions reflect a routine vesting and settlement of performance awards. Part of the PSU value was paid in cash (per the award terms) and part in shares; some of the shares were then surrendered to the company to cover tax withholding. This is not an open-market sale by the insider and should be viewed as a compensation settlement event rather than a directional trading signal.

Form 4

Period: 2026-05-22

President

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-22+90,826→ 103,502 total
Tax Payment
Common Stock
[F2]
2026-05-22$324.21/sh−35,741$11,587,590→ 67,761 total
Exercise/Conversion
2023 Performance-Based Restricted Stock Units
[F1]
2026-05-22−227,064→ 0 total
→ Common Stock (227,064 underlying)

Footnotes (2)

[F1]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 July 10, 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.
[F2]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 PSUs.

Signature

/s/ Daniel J. Kelly, attorney-in-fact|2026-05-27

4 files