|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Talen Energy Corp (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/15/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ECP ControlCo, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,399,998.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ECP V, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,399,998.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ECP V GP Cornerstone DRE, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
62,259.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ECP V Cornerstone DRE, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
371,262.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ECP V-B Cornerstone DRE, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,253.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ECP V-C Cornerstone DRE, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
757,539.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ECP V-D Cornerstone DRE, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,156,685.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Talen Energy Corp | |
| (b) | Address of issuer's principal executive offices:
2929 Allen Pkwy, Suite 2200, Houston, TX, 77019 | |
| Item 2. | ||
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
ECP ControlCo, LLC
ECP V, LLC
ECP V GP Cornerstone DRE, LP
ECP V Cornerstone DRE, LP
ECP V-B Cornerstone DRE, LP
ECP V-C Cornerstone DRE, LP
ECP V-D Cornerstone DRE, LP | |
| (b) | Address or principal business office or, if none, residence:
The principal business office address for each of the Reporting Persons is c/o ECP ControlCo, LLC, 40 Beechwood Road, Summit, NJ 07901. | |
| (c) | Citizenship:
Each of the Reporting Persons is organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Common Stock as of the date of this filing, based upon 47,894,656 shares of Common Stock outstanding as of June 18, 2026, as disclosed in the Issuer's Form S-3 Registration Statement filed with the Securities and Exchange Commission on June 18, 2026.
The number of securities reported as beneficially owned herein includes: 62,259 shares of Common Stock held by ECP V GP Cornerstone DRE, LP; 371,262 shares of Common Stock held by ECP V Cornerstone DRE, LP; 52,253 shares of Common Stock held by ECP V-B Cornerstone DRE, LP; 757,539 shares of Common Stock held by ECP V-C Cornerstone DRE, LP; and 1,156,685 shares of Common Stock held by ECP V-D Cornerstone DRE, LP.
ECP ControlCo, LLC is the managing member of ECP V, LLC. ECP V, LLC, as a result of its indirect control over each of the following entities, may be deemed to share beneficial ownership of the securities held of record by each of ECP V GP Cornerstone DRE, LP, ECP V Cornerstone DRE, LP, ECP V-B Cornerstone DRE, LP, ECP V-C Cornerstone DRE, LP and ECP V-D Cornerstone DRE, LP.
ECP ControlCo, LLC is controlled by its board of managers, which consists of Douglas Kimmelman, Peter Labbat, Tyler Reeder, Rahman D'Argenio, Raoul Hughes and Xavier Robert, all of whom collectively share the power to vote and dispose of the securities beneficially owned by ECP ControlCo, LLC.
As a result of the relationships described herein, each of ECP ControlCo, LLC and the individuals named herein may be deemed to share beneficial ownership of the securities that may be deemed to be beneficially owned by ECP V, LLC. Each of them disclaims any such beneficial ownership. | |
| (b) | Percent of class:
See the information contained on the cover pages to this Schedule 13G. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the information contained on the cover pages to this Schedule 13G. | ||
| (ii) Shared power to vote or to direct the vote:
See the information contained on the cover pages to this Schedule 13G. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the information contained on the cover pages to this Schedule 13G. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the information contained on the cover pages to this Schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99: Joint Filing Agreement. |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of June 23, 2026.
| ECP ControlCo, LLC | ||
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | General Counsel | |
| ECP V, LLC | ||
| By: | ECP ControlCo, LLC, its managing member | |
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | General Counsel | |
| ECP V GP Cornerstone DRE, LP | ||
| By: | Cornerstone DRE GP, LLC, its General Partner | |
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | Executive Vice President | |
| ECP V Cornerstone DRE, LP | ||
| By: | Cornerstone DRE GP, LLC, its General Partner | |
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | Executive Vice President | |
| ECP V-B Cornerstone DRE, LP | ||
| By: | Cornerstone DRE GP, LLC, its General Partner | |
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | Executive Vice President | |
| ECP V-C Cornerstone DRE, LP | ||
| By: | Cornerstone DRE GP, LLC, its General Partner | |
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | Executive Vice President | |
| ECP V-D Cornerstone DRE, LP | ||
| By: | Cornerstone DRE GP, LLC, its General Partner | |
| By: | /s/ Jennifer Gray | |
| Name: | Jennifer Gray | |
| Title: | Executive Vice President | |