12/29/2025 | Press release | Distributed by Public on 12/29/2025 17:19
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 2023 Restricted Stock Units | (1) | (1) | Common Stock | 6,376 | (2) | D | |
| 2023 Performance-Based Restricted Stock Units | (3) | (3) | Common Stock | 9,564 | (4) | D | |
| 2025 Restricted Stock Units | (5) | (5) | Common Stock | 1,875 | (2) | D | |
| 2025 Performance-Based Restricted Stock Units | (6) | (6) | Common Stock | 2,902 | (4) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Casulli Edward T. 2929 ALLEN PKWY SUITE 2200 HOUSTON, TX 77019 |
SVP & Chief Nuclear Officer | |||
| /s/ John C. Wander, attorney-in-fact | 12/29/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | Represents Restricted Stock Units ("RSUs") that, subject to the reporting person's continued service, will vest on May 17, 2026. |
| (2) | Each 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 |
| (3) | Represents Performance-Based Restricted Stock Units ("PSUs") that, subject to the reporting person's (i) continued service and (ii) achievement of applicable performance goals, will vest on May 17, 2026. The number of PSUs that vest can range from 0% to 200% of the target number of PSUs subject to the award. The numbers of PSUs and shares of common stock in this row represent the maximum level of performance (or 200%). |
| (4) | Each 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. |
| (5) | Represents RSUs that, subject to the reporting person's continued service, will vest on February 28, 2027. |
| (6) | Represents PSUs that, subject to the reporting person's (i) continued service and (ii) achievement of applicable performance goals, will vest on February 28, 2027. The number of PSUs that vest can range from 0% to 200% of the target number of PSUs subject to the award. The numbers of PSUs and shares of common stock in this row represent the maximum level of performance (or 200%). |