Talen Energy (TLN) CEO settles 2023 PSU and RSU awards with tax share remittance

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Talen Energy Corp Chief Executive Officer Mark Allen McFarland reported equity compensation vesting and related share movements. On May 22, 2026, he exercised and settled awards tied to 2023 restricted stock units (RSUs) and performance-based restricted stock units (PSUs), which convert into common stock or cash under the company’s 2023 Equity Incentive Plan.

The filing shows derivative exercises covering 812,782 PSUs and 74,381 RSUs, with the final vesting occurring on May 17, 2026, three years after the vesting start date. According to the plan terms, 60% of the after-tax value of these RSUs and PSUs was settled in cash rather than stock.

To cover tax withholding obligations from this vesting, McFarland disposed of 139,641 shares of common stock in an exempt transaction with the company at $324.21 per share under Rule 16b-3(e), leaving him with 260,452 directly held shares in that specific line item. The filing does not report any open-market purchases or sales; activity reflects compensation settlement and tax withholding.

Insider Trade Summary

887,163 shares exercised/converted

Mixed 5 txns

Insider McFarland Mark Allen

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	2023 Restricted Stock Units	74,381	$0.00	--
Exercise	2023 Performance-Based Restricted Stock Units	812,782	$0.00	--
Exercise	Common Stock	29,752	$0.00	--
Exercise	Common Stock	325,113	$0.00	--
Tax Withholding	Common Stock	139,641	$324.21	$45.27M

Holdings After Transaction: 2023 Restricted Stock Units — 0 shares (Direct, null); 2023 Performance-Based Restricted Stock Units — 0 shares (Direct, null); Common Stock — 74,980 shares (Direct, null)

Footnotes (1)

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 June 16, 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. 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, 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 June 16, 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. 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.

Key Figures

Tax-withholding shares: 139,641 shares Tax-withholding price: $324.21 per share Performance-based RSUs exercised: 812,782 PSUs +5 more

8 metrics

Tax-withholding shares 139,641 shares Common stock remitted to company for tax withholding on May 22, 2026 at $324.21

Tax-withholding price $324.21 per share Price for exempt disposition of shares to cover tax obligations

Performance-based RSUs exercised 812,782 PSUs 2023 performance-based restricted stock units converting into common stock or cash

Time-based RSUs exercised 74,381 RSUs 2023 restricted stock units converting into common stock or cash

PSU performance level 200% of target PSUs vested at 200% plus additional incentive based on market capitalization

Cash settlement portion 60% of after-tax value Portion of RSU and PSU after-tax value settled in cash, not stock

CEO direct shares in one line 260,452 shares Directly held common stock following tax-withholding disposition entry

Grant and vesting dates June 16, 2023 to May 17, 2026 RSUs and PSUs granted June 16, 2023 and fully vested May 17, 2026

Key Terms

Restricted Stock Unit ("RSU"), performance-based restricted stock unit ("PSU"), Talen Energy Corporation 2023 Equity Incentive Plan, Rule 16b-3(e)

4 terms

Restricted Stock Unit ("RSU") financial

"Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan"

performance-based restricted stock unit ("PSU") financial

"Each performance-based restricted stock unit ("PSU") was issued under the Plan and represents a contingent right"

Talen Energy Corporation 2023 Equity Incentive Plan financial

"Each Restricted Stock Unit ("RSU") was issued under the Talen Energy Corporation 2023 Equity Incentive Plan (the "Plan")"

Rule 16b-3(e) regulatory

"In an exempt disposition to the Company under Rule 16b-3(e), the reporting person remitted shares"

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Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 06:34 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McFarland Mark Allen

(Last)

(First)

(Middle)

2929 ALLEN PKWY, SUITE 2200

(Street)

HOUSTON

TEXAS

77019

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Talen Energy Corp [ TLN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/22/2026		M		29,752	A	⁽¹⁾	74,980	D
Common Stock	05/22/2026		M		325,113	A	⁽²⁾	400,093	D
Common Stock	05/22/2026		F⁽³⁾		139,641	D	$324.21	260,452	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2023 Restricted Stock Units	⁽¹⁾	05/22/2026		M			74,381	⁽¹⁾	⁽¹⁾	Common Stock	74,381	$0	0	D
2023 Performance-Based Restricted Stock Units	⁽²⁾	05/22/2026		M			812,782	⁽²⁾	⁽²⁾	Common Stock	812,782	$0	0	D

Explanation of Responses:

1. 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 June 16, 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.

2. 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, 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 June 16, 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.

3. 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.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Daniel J. Kelly, attorney-in-fact	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Talen Energy Corp (TLN) report for its CEO?

Talen Energy’s CEO Mark Allen McFarland reported vesting and exercise of 2023 PSU and RSU awards, plus related tax-withholding share dispositions. The activity reflects equity compensation settlement, not open-market buying or selling of TLN common stock.

How many Talen Energy (TLN) shares were used for tax withholding in this Form 4?

The Form 4 shows 139,641 TLN common shares remitted back to the company to satisfy tax withholding obligations. This exempt disposition occurred at $324.21 per share under Rule 16b-3(e), tied to vesting of RSU and PSU awards.

What 2023 equity awards vested for Talen Energy (TLN) CEO McFarland?

2023 performance-based restricted stock units and 2023 restricted stock units vested for McFarland. The filing lists 812,782 PSUs and 74,381 RSUs converting, with final vesting on May 17, 2026, three years after the vesting commencement date.

How were Talen Energy (TLN) PSUs structured in this insider filing?

Each performance-based restricted stock unit represented a right to one TLN share or cash. Vesting could range from 0% to 200% of target, plus an additional incentive based on market capitalization; the reported 812,782 PSUs reflect 200% performance plus the incentive component.

Did the Talen Energy (TLN) CEO sell shares on the open market in this Form 4?

The Form 4 does not show any open-market sales. It reports derivative exercises of RSUs and PSUs and an exempt disposition of 139,641 shares back to the company to cover tax withholding, which is a compensation-related transaction rather than a market trade.

What portion of Talen Energy (TLN) CEO equity awards was settled in cash?

For both the RSUs and PSUs, 60% of the after-tax value was settled in cash. The remainder was settled in TLN common stock, consistent with the terms of the 2023 Equity Incentive Plan and the applicable award agreements.