Casulli Edward T. 4
4 · Talen Energy Corp · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Talen Energy (TLN) SVP Edward Casulli Receives Award, Withholds Shares
What Happened
Edward T. Casulli, SVP & Chief Nuclear Officer of Talen Energy (TLN), had restricted stock units (RSUs) and performance stock units (PSUs) vest in May 2026. The Form 4 shows conversion/exercise-of-derivative entries for 2,550 and 3,826 shares (acquired) and additional derivative settlement entries of 6,376 and 9,564 shares (reported as $0 value). As part of the vesting/settlement, Casulli remitted 2,774 shares to the company to satisfy tax withholding obligations, valued at $324.21 per share for a total of $899,359. Footnotes state the RSUs and PSUs were granted Aug 1, 2023, vested May 17, 2026, PSUs paid at 200% of target, and 60% of the after‑tax value of awards was settled in cash.
Key Details
- Transaction date(s): Reported period 2026-05-22; Form 4 filed 2026-05-27 (filed 5 days after the transaction date).
- Reported actions/codes: M = exercise/conversion of derivative (RSU/PSU vesting); F = tax withholding (shares remitted).
- Specifics reported: Acquired 2,550 and 3,826 shares (conversion entries); remitted/withheld 2,774 shares for taxes at $324.21 = $899,359; other derivative settlement entries of 6,376 and 9,564 shares reported at $0 (per the filing).
- Shares owned after transaction: Not specified in the excerpt of the filing provided.
- Notable footnotes: RSUs and PSUs granted 8/1/2023, vested 5/17/2026; PSU payout was 200% of target; 60% of after‑tax value settled in cash; shares were remitted to the company under Rule 16b‑3(e) to satisfy tax withholding.
- Filing timeliness: Form 4 was filed 5 days after the transaction date (appears late relative to the usual two-business-day deadline).
Context
This was a vesting/settlement of equity awards (RSUs/PSUs), not an open-market buy or sell. A portion of the award value was paid in cash (per footnotes) and shares were surrendered to cover taxes — a routine administrative step that does not necessarily indicate a change in the insider’s view of the company. The reported derivative conversions and $0-value entries reflect internal award settlement mechanics rather than market sales.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-05-22+2,550→ 6,153 total - Exercise/Conversion
Common Stock
[F2]2026-05-22+3,826→ 9,979 total - Tax Payment
Common Stock
[F3]2026-05-22$324.21/sh−2,774$899,359→ 7,205 total - Exercise/Conversion
2023 Restricted Stock Units
[F1]2026-05-22−6,376→ 0 total→ Common Stock (6,376 underlying) - Exercise/Conversion
2023 Performance-Based Restricted Stock Units
[F2]2026-05-22−9,564→ 0 total→ Common Stock (9,564 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 August 1, 2023 and the final installment of the reporting person's RSUs vested on May 17, 2026, the third anniversary of the vesting commencement date, with 60% of the after-tax value of such RSUs settled in cash.
- [F2]Each performance-based restricted stock unit ("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. The number of shares in this row represents the actual level of performance (200%). The reporting person's PSUs were granted on August 1, 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]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 RSUs and PSUs.