05/27/2026 | Press release | Distributed by Public on 05/27/2026 16:34
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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McFarland Mark Allen 2929 ALLEN PKWY, SUITE 2200 HOUSTON, TX 77019 |
X | Chief Executive Officer | ||
| /s/ Daniel J. Kelly, attorney-in-fact | 05/27/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |
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Remarks: Exhibit 24.1 - Power of Attorney |
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