Nutt Terry L 4

4 · Talen Energy Corp · Filed Jul 15, 2026

AI-generated summary of this filing

Updated Jul 15, 2026

Talen Energy President Terry Nutt Exercises RSUs, Surrenders Shares

What Happened

Terry L. Nutt, President of Talen Energy Corporation (TLN), had RSUs vest on July 15, 2026. The vesting/settlement resulted in the conversion of RSUs into shares and cash: 8,312 shares were recorded as acquired, 20,780 RSU equivalents were cash-settled (reported as a derivative disposition at $0), and 3,271 shares were remitted/surrendered to the company to satisfy tax withholding obligations for proceeds of $1,261,952 (at $385.80 per share).

Key Details

Transaction date: July 15, 2026; Form 4 filed July 15, 2026 (timely).
Actions reported:
- M (exercise/conversion of derivative): 8,312 shares acquired.
- M (exercise/conversion of derivative): 20,780 shares listed as disposed at $0.00 (derivative/cash settlement).
- F (payment of exercise price or tax liability): 3,271 shares disposed at $385.80 for $1,261,952 (share remittance to cover tax withholding).
Footnotes:
- F1: These were Restricted Stock Units (RSUs) granted July 10, 2023; final installment vested July 10, 2026. Per plan terms, 60% of the after-tax value was settled in cash.
- F2: Filing notes inclusion of 63 shares purchased under the 2025 ESPP (June 30, 2026).
- F3: The 3,271-share remittance was an exempt disposition to the company under Rule 16b-3(e) to satisfy tax withholding.
Shares owned after the transactions: not specified in the provided filing data.

Context

This was a routine vesting/settlement of RSUs rather than an open-market purchase or discretionary sale. A portion of the award was cash-settled (per the plan) and some shares were withheld/surrendered to cover taxes—a common practice on RSU vesting and not a directional buy/sell signal.

Form 4

Period: 2026-07-15

President

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-07-15+8,312→ 76,136 total
Tax Payment
Common Stock
[F3]
2026-07-15$385.80/sh−3,271$1,261,952→ 72,865 total
Exercise/Conversion
2023 Restricted Stock Units
[F1]
2026-07-15−20,780→ 0 total
→ Common Stock (20,780 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 pursuant to the terms of the Plan. The reporting person's RSUs were granted on July 10, 2023 and the final installment of the reporting person's RSUs vested on July 10, 2026, the third anniversary of the vesting commencement date, with 60% of the after-tax value of such RSUs settled in cash.
[F2]Includes 63 shares of the Company's common stock purchased from the 2025 Talen Energy Corporation Employee Stock Purchase Plan on June 30, 2026.
[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.

Signature

/s/ Daniel J. Kelly, attorney-in-fact|2026-07-15

1 file