Nutt Terry L 4

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.