Nutt Terry L 4

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.