10-K – 2026-02-26 – tln-20251231.htm

Reorganization Value
Reorganization value is derived from an estimate of enterprise value, or the fair value of the Company’s interest-bearing debt and member’s equity. As negotiated in the Plan of Reorganization and related disclosure statement approved by the Bankruptcy Court, the enterprise value as of Emergence was $ 4.5 billion. Management engaged third-party valuation advisors to assist in estimating the enterprise value and allocating the enterprise value to the assets and liabilities for financial reporting purposes as of Emergence. Enterprise value assumptions incorporated: (i) economic and industry information relevant to the business; (ii) internal financial information and operating data; (iii) historical financial information; and (iv) financial projections and other applicable assumptions. The valuation techniques used to estimate the enterprise value as of Emergence included the income approach, market approach, and cost approach, with consideration of the exit market and nature of the applicable asset or liability subject to valuation.
The Company’s principal assets are generation facilities whose values were determined by a discounted cash flow analysis based on management’s latest outlook of the business through the end of their expected useful lives. The forward-looking projections considered: (i) company-specific factors, such as unit characteristics, plant dispatch, operating expenses, capital expenditures and estimated economic useful lives; and (ii) macroeconomic factors, such as capacity prices, energy prices, fuel prices, market supply and demand factors, inflation factors, and environmental regulations. Commodity prices used to estimate future cash flows in observable periods were primarily based on adjusted exchange prices, prices provided by brokers, or prices provided by price service companies that are corroborated by market data. Commodity prices for future unobservable periods used third party pricing services that incorporate industry standard methodologies that may consider the historical relationships among various commodities, modeled market prices, inflation assumptions, and other relevant economic measures. Future estimates for capital expenditures and operating expenses, such as major maintenance and employee compensation were estimated considering unit operating experience, recent historical financial information, and expected operating performance. The expected useful lives of the generation facilities were estimated through 2050 and incorporated expectations regarding the economic prospects of each unit, permitting and licensing, regulatory requirements, and (or) other considerations. The cash flow estimates incorporated a federal effective tax rate of 21% and the applicable state tax rate based on the location of each generation facility. The present value of expected future cash flows utilized a weighted average cost of capital discount rate that ranged from 8.5 % to 46.5 %. The discount rate utilized for nuclear generation was 8.5 % and certain natural gas generation facilities were estimated near the low end of the range. Certain coal and natural gas generation units were estimated near the high end of the range. Discount rates for each generation facility considered, among other things, unit characteristics, fuel type, and market location.
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Item 8. Table of Contents

The assumptions used to estimate the reorganization value considered all available evidence as of Emergence and are believed to be consistent with those used by the principal market participants and outlook for each generation facility and represent management’s best estimate of reorganization value. However, such assumptions are inherently uncertain and require judgment. Accordingly, changes to sensitive assumptions, which primarily include commodity prices and discount rates, would have a reasonable possibility of significantly affecting the measurement of the reorganization value. See below under “Fresh Start Adjustments” for additional information regarding assumptions used in the measurement of the Company’s various other significant assets and liabilities.
Upon the application of fresh start accounting, the Company preliminarily allocated the reorganization value to its individual assets based on their estimated fair values. The following table reconciles the Company’s enterprise value to the estimated reorganization value at Emergence:

May 17, 2023
Enterprise value (a)
$ 4,500  
Plus: Cash and cash equivalents and Restricted cash and cash equivalents (b)
701  
Plus: Current liabilities excluding long-term debt due within one year 514  
Plus: Non-current liabilities excluding long-term debt and liability-classified warrants 1,234  
Plus: Fair value of noncontrolling interest 110  
Reorganization value to be allocated $ 7,059  

__________________
(a) Excludes any value associated with noncontrolling interest.
(b) Excludes $ 52 million for payment of professional fees.

The following table reconciles TES’s enterprise value to the estimated fair value at Emergence:

May 17, 2023
Enterprise value (a)
$ 4,500  
Plus: Cash and cash equivalents and Restricted cash and cash equivalents (b)
701  
Less: Fair value of debt ( 2,845 )
Less: Liability-classified warrants ( 35 )
Fair value of member’s equity (c)
2,321  
Plus: Fair value of noncontrolling interest 110  
Fair value of equity $ 2,431  

__________________
(a) Excludes any value associated with noncontrolling interest.
(b) Excludes $ 52 million for payment of professional fees.
(c) Issued in accordance with the Plan of Reorganization. Includes 59,028,843 shares of TEC common stock and $ 8 million of equity-classified warrants.

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Item 8. Table of Contents

Consolidated Balance Sheet
The “Reorganization Adjustments” on the fresh start Consolidated Balance Sheet as of Emergence present the aggregate effect of the transactions contemplated by the Plan of Reorganization. The “Fresh Start Adjustments” present the preliminary fair value and other required adjustments as a result of applying fresh start accounting. The explanatory notes provide additional information related to the adjustments, the methods used to determine fair values, and significant assumptions.

May 17, 2023
Assets Predecessor Reorganization
Adjustments (a)
Fresh Start
Adjustments Successor
Cash and cash equivalents $ 1,302   $ ( 1,133 ) (b) $ —   $ 169  
Restricted cash and cash equivalents 240   426   (c) ( 81 ) (q) 585  
Accounts receivable, net 148   ( 3 ) (d) —   145  
Inventory, net 448   —   ( 141 ) (r) 307  
Derivative instruments 818   —   ( 632 ) (q) 186  
Other current assets 135   —   ( 5 ) (s) 130  
Total current assets 3,091   ( 710 ) ( 859 ) 1,522  
Property, plant and equipment, net 4,322   —   ( 458 ) (t) 3,864  
Nuclear decommissioning trust funds 1,465   —   —   1,465  
Derivative instruments 37   —   ( 37 ) (q) —  
Other noncurrent assets 146   ( 12 ) (e) 74   (u) 208  
Total Assets $ 9,061   $ ( 722 ) $ ( 1,280 ) $ 7,059  

Liabilities and Equity
Revolving credit facilities $ 848   $ ( 848 ) (f) $ —   $ —  
Long-term debt, due within one year 1,005   ( 1,000 ) (g) —   5  
Accrued interest 288   ( 284 ) (h) —   4  
Accounts payable and other accrued liabilities 382   3   (i) —   385  
Derivative instruments 711   —   ( 654 ) (q) 57  
Other current liabilities 414   ( 349 ) (j) 3   (v) 68  
Total current liabilities 3,648   ( 2,478 ) ( 651 ) 519  
Long-term debt 2,504   281   (k) 55   (w) 2,840  
Liabilities subject to compromise 2,788   ( 2,788 ) (l) —   —  
Derivative instruments 135   —   ( 93 ) (q) 42  
Postretirement benefit obligations ( 1 ) 302   (m) 34   (x) 335  
Asset retirement obligations and accrued environmental costs 580   202   (m) ( 340 ) (y) 442  
Deferred income taxes 82   283   (n) ( 8 ) (z) 357  
Other noncurrent liabilities 19   60   (o) 14   (aa) 93  
Total Liabilities 9,755   ( 4,138 ) ( 989 ) 4,628  
Member’s equity ( 818 ) 3,416   (p) ( 277 ) (bb) 2,321  
Noncontrolling interests 124   —   ( 14 ) (cc) 110  
Total Equity ( 694 ) 3,416   ( 291 ) 2,431  
Total Liabilities and Equity $ 9,061   $ ( 722 ) $ ( 1,280 ) $ 7,059  

Reorganization Adjustments
The reorganization adjustments required in connection with the application of fresh start accounting and the allocation of the enterprise value were:
(a) Emergence adjustments for the implementation of the Plan of Reorganization. Such adjustments include: (i) settlement of prepetition liabilities subject to compromise; (ii) payment of certain prepetition indebtedness; (iii) issuances of member’s equity; (iv) recognition of new indebtedness and related restricted cash; and (v) other items.
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Item 8. Table of Contents

(b) The uses of “Cash and cash equivalents” at Emergence resulting from the implementation of the Plan of Reorganization were:

Proceeds from rights offering $ 1,400  
Proceeds from TLB-1 and TLC 1,019  
Proceeds from Secured Notes 1,200  
Release of restricted cash 89  
Payment of claims under prepetition senior secured revolving credit facility ( 1,029 )
Payment of claims under other prepetition secured indebtedness ( 2,136 )
Payment of debtor-in-possession term loan ( 1,012 )
Restriction of cash relating to TLC LCF ( 470 )
Payment of debt issuance costs on exit financing (TLB-1, TLC, and Secured Notes) ( 54 )
Funding of professional fees escrow account ( 52 )
Payment of hedge rejections ( 42 )
Payment to general unsecured creditors trust ( 26 )
Payment of professional fees ( 22 )
Other (a)
2  
Total uses of Cash and cash equivalents $ ( 1,133 )

__________________
(a) Includes $ 1 million of proceeds from Riverstone for payment to general unsecured creditors trust.
(c) “Restricted cash and cash equivalents” net change:

Restriction of cash relating to TLC LCF $ 470  
Funding of professional fees escrow account 52  
Release of restricted cash ( 89 )
Payment of professional fees ( 7 )
Net change in Restricted cash and cash equivalents $ 426  

(d) “Accounts receivable, net” net change related to settlement of affiliate receivables.
(e) “Other noncurrent assets” net change:

Write-off of debt issuance costs associated with prepetition senior secured revolving credit facility $ ( 22 )
Reclassification of previously capitalized debt issuance costs to Long-term debt ( 14 )
Capitalization of debt issuance costs 24  
Net change in Other noncurrent assets $ ( 12 )

(f) Payment of principal amounts owed under prepetition senior secured revolving credit facility.
(g) Repayment of debtor-in-possession credit facilities.
(h) “Accrued interest” net change:

Payment of accrued interest on prepetition senior secured revolving credit facility $ ( 183 )
Payment of accrued interest on other prepetition secured indebtedness ( 89 )
Payment of accrued interest on debtor-in-possession credit facilities ( 12 )
Net change in Accrued interest $ ( 284 )

(i) “Accounts payable and other accrued liabilities” net change:

Payment of hedge contract rejections $ ( 42 )
Payment of professional fees ( 6 )
Reinstatement of liabilities subject to compromise 38  
Accrual for professional fees incurred at Emergence 13  
Net change in Accounts payable and other accrued liabilities $ 3  

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Item 8. Table of Contents

(j) “Other current liabilities” net change:

Issuance of equity for backstop premium $ ( 380 )
Reinstatement of liabilities subject to compromise 31  
Net change in Other current liabilities $ ( 349 )

(k) “Long-term debt” net change:

Payment of claims under prepetition secured indebtedness $ ( 2,048 )
Borrowings of $ 1.2 billion under the Secured Notes (a)
1,179  
Borrowings of $ 580 million under TLB-1 (b)
548  
Borrowings of $ 470 million under TLC (c)
446  
Reinstatement of PEDFA 2009B Bonds and PEDFA 2009C Bonds (d)
130  
Write-off of prepetition secured indebtedness issuance costs 26  
Net change in Long-term debt $ 281  

______________
(a) Net of an aggregate initial purchaser discount and debt issuance costs of $ 21 million.
(b) Net of an aggregate original issue discount and debt issuance costs of $ 32 million.
(c) Net of an aggregate original issue discount and debt issuance costs of $ 24 million.
(d) Includes recognition of $ 4 million of interest expense.
(l) “Liabilities subject to compromise” settled or reinstated at Emergence in accordance with the Plan of Reorganization :

Liabilities subject to compromise prior to Emergence
Debt $ 1,555  
Termination of retail contracts 447  
Postretirement benefit obligations 305  
Asset retirement obligations and accrued environmental costs 220  
Other liabilities 92  
Deferred tax liabilities 77  
Accounts payable and accrued liabilities 51  
Accrued interest 41  
Total 2,788  

Reinstatement and settlements of certain Liabilities subject to compromise
Reinstatement of liabilities subject to compromise (a)
( 801 )
Excess fair value ascribed to lenders participating in rights offering ( 315 )
Issuance of member’s equity to holders of claims under prepetition unsecured notes and PEDFA 2009A Bonds ( 186 )
Payment to general unsecured creditors trust ( 24 )
Total ( 1,326 )
Gain on derecognition of certain Liabilities subject to compromise (b)
$ 1,462  

______________
(a) Primarily includes postretirement benefit obligations, AROs, and deferred income taxes.
(b) Represents liabilities subject to compromise that were discharged in accordance with the Plan of Reorganization.
(m) Reinstatement of “Liabilities subject to compromise.”
(n) “Deferred income taxes” net change:

Increase in deferred tax liabilities primarily due to estimated tax attribute reduction from the recognition of cancellation of debt income, partially offset by change in valuation allowance $ 206  
Reinstatement of liabilities subject to compromise 77  
Net change in Deferred income taxes $ 283  

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Item 8. Table of Contents

(o) “Other noncurrent liabilities” net change:

Issuance of liability-classified warrants $ 35  
Reinstatement of liabilities subject to compromise 25  
Net change in Other noncurrent liabilities $ 60  

The estimated fair value of liability-classified warrants was determined using a Black-Scholes Option Pricing Model with the following assumptions at Emergence:

Expected volatility 30   %
Expected term (years) 5
Expected dividend yield —   %
Risk-free interest rate 3.6   %
Strike price per share $ 52.92  
Fair value per share $ 11.29  

(p) “Member’s equity” net change:

Gain on settlement of liabilities subject to compromise $ 1,462  
Other losses attributable to gain on debt discharge ( 3 )
Gain on debt discharge 1,459  
Write-off of deferred financing cost ( 46 )
Professional fees expensed at Emergence ( 27 )
Restructuring-related compensation expense ( 8 )
Total reorganization items from reorganization adjustments 1,378  
Interest expense incurred at Emergence ( 4 )
Income from reorganization adjustments before income taxes 1,374  
Income tax expense ( 206 )
Net income from reorganization adjustments 1,168  
Issuance of member’s equity in connection with rights offering 1,715  
Issuance of member’s equity for backstop premium 380  
Issuance of member’s equity to holders of claims under prepetition unsecured notes and PEDFA 2009A Bonds 186  
Issuance of equity-classified warrants 8  
Issuance of liability-classified warrants ( 35 )
Other (a)
( 6 )
Net change in Member’s equity $ 3,416  

______________
(a) Includes $ 1 million of proceeds from Riverstone for payment to general unsecured creditors trust.

Fresh Start Adjustments
(q) Net presentation of derivatives on the Consolidated Balance Sheets. See Note 1 for additional information on the related accounting policy.
(r) “Inventory, net” fair value adjustments:

Coal $ ( 33 )
Oil products 11  
Materials and supplies ( 133 )
Environmental products 14  
Total adjustment to Inventory, net $ ( 141 )

The fair values for oil, coal and environmental products were estimated using current market prices. The fair values of materials and supplies were estimated using an indirect cost approach. The cost approach estimates fair value by considering the amount required to construct or purchase a new asset of equal utility at current prices, with adjustments for asset function, age, physical deterioration, and obsolescence.
(s) “Other current assets” primarily represents miscellaneous fair value adjustments.
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Item 8. Table of Contents

(t) “Property, plant and equipment, net” fair value adjustments:

Electric generation $ ( 350 )
Other property and equipment ( 80 )
Intangible assets ( 65 )
Capitalized software ( 3 )
Construction work in progress 40  
Total adjustment to Property, plant and equipment, net $ ( 458 )

The fair value of “Property, plant and equipment, net” was estimated using the income approach, market approach and cost approach, as applicable. The fair value of land was estimated utilizing the market approach, which considered comparable market-based transactions within a defined area based on size, use and utility.
(u) “Other noncurrent assets” fair value adjustments:

Favorable supply contracts (a)
$ 109  
Fair value adjustment to equity method investments 3  
Eliminate debt issuance costs associated with debtor-in-possession credit facilities ( 29 )
Fair value reduction to other miscellaneous assets ( 9 )
Total adjustment to Other noncurrent assets $ 74  

__________________
(a) The fair value of supply contracts was determined utilizing the present value of the after-tax difference between the pricing of actual contracts in place and a current market benchmark.
(v) “Other current liabilities” fair value adjustments, primarily related to short-term AROs.
(w) “Long-term debt” fair value adjustments:

Eliminate debt issuance costs associated with prepetition secured notes, prepetition TLB and LMBE-MC TLB $ 48  
Fair value adjustment to Cumulus Digital TLF 11  
Fair value adjustment to LMBE-MC TLB ( 4 )
Total adjustment to Long-term debt $ 55  

Fair value adjustments to “Long-term debt” were determined using a lattice model, given that the debt can be prepaid by the borrower prior to the maturity date.
(x) Change in accounting policy for discount rates used to estimate postretirement obligations from a bond-matching model to yield curve approach.
(y) Adjustment to present at fair value AROs using assumptions as of Emergence, including an inflation factor of 2 %- 3 % and an estimated 5 - to 20 -year credit-adjusted risk-free rate of 8 %- 12 % based on timing of cash flows for each underlying obligation.
(z) Adjustment to “Deferred income taxes” for the change in financial reporting basis of assets and liabilities as a result of the adoption of fresh start accounting.
(aa) Fair value adjustments primarily related to unfavorable supply contracts of $ 13 million and the recognition of unfavorable lease liabilities. The fair value of supply contracts was determined utilizing the present value of the after-tax difference between the pricing of actual contracts in place and current market benchmarks.
(bb) Cumulative impact of fresh start accounting adjustments presented herein.
(cc) “Noncontrolling interests” fair value adjustments for certain subsidiaries .
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Item 8. Table of Contents

Liabilities Subject to Compromise
As of December 31, 2022 (Predecessor), prepetition liabilities and obligations whose treatment and satisfaction were dependent on the outcome of the Restructuring were presented as “Liabilities subject to compromise” on the Consolidated Balance Sheets. The carrying value of prepetition liabilities that were subject to compromise are presented at the best estimate of the claim amount permitted by the Bankruptcy Court. Such amounts presented as “Liabilities subject to compromise” on the Consolidated Balance Sheets were subject to adjustments depending on bankruptcy court actions, developments with respect to disputed claims, determination of secured status of certain claims, the determination as to the value of any collateral securing claims, proof of claims and (or) other events.

Predecessor
December 31, 2022
Debt (a)
$ 1,558  
Termination of retail power and other contracts 447  
Postretirement benefit obligations (a)
309  
Asset retirement obligations and accrued environmental costs (a)
219  
Other liabilities (a)
114  
Deferred tax liabilities 83  
Accounts payable and accrued liabilities 53  
Accrued interest 41  
Derivatives (a)
1  
Liabilities Subject to Compromise $ 2,825  

__________________
(a) Includes both current and noncurrent amounts.

Reorganization Income (Expense), net
“Reorganization income (expense), net” for the relevant periods were:

Predecessor
January 1 through May 17, 2023 Year Ended December 31, 2022
Backstop premium $ ( 70 ) $ ( 310 )
Gain (loss) on debt discharge 1,459   —  
Gain (loss) on revaluation adjustments ( 460 ) —  
Professional fees ( 56 ) ( 210 )
Make-whole premiums and accrued interest on certain indebtedness ( 21 ) ( 183 )
Professional fees incurred to obtain the debtor-in-possession credit facilities —   ( 70 )
Write-off of deferred financing cost and original issue discount ( 46 ) ( 30 )
Other ( 7 ) ( 9 )
Reorganization Income (Expense), net $ 799   $ ( 812 )

In the preceding table, make-whole premiums and accrued interest on certain indebtedness primarily represents charges recognized by the debtors for estimates related to make-whole premiums and accrued interest, where applicable, on the prepetition senior secured revolving credit facility and certain other prepetition secured indebtedness. As of the bankruptcy petition date, the debtors ceased recognizing interest expense on certain outstanding unsecured or under-secured prepetition indebtedness. Contractual interest expense represented amounts due under the terms of outstanding prepetition indebtedness. The charges are presented as “Reorganization income (expense), net” on the Consolidated Statements of Operations and included in “Accrued interest” on the Consolidated Balance Sheets.
Cash paid for certain reorganization expenses was $ 308 million for the period from January 1 through May 17, 2023 (Predecessor)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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Form 10- K Table of Contents

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
We have evaluated, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
During the three months ended December 31, 2025, management was in the process of integrating the internal controls of recently-acquired entities, Freedom and Guernsey, into the Company's existing operations. Other than additional controls associated with the Freedom and Guernsey Acquisitions, there were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting
The management of Talen Energy Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in condition or the deterioration of compliance with procedures or policies.
The management of Talen Energy Corporation performed an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 based on the criteria described in Committee of Sponsoring Organizations of the Treadway Commission's (COSO's) Internal Control - Integrated Framework (2013) . Based on the evaluation performed, management concluded that as of December 31, 2025, Talen Energy Corporation's internal control over financial reporting was effective.
As permitted by SEC Staff Guidance, management’s assessment of the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Freedom and Guernsey Acquisitions on November 25, 2025. The Freedom and Guernsey entities are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment of internal control over financial reporting represented 20% of the Company's total assets as of December 31, 2025 and 6% of the Company's total revenues for the year ended December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included in “Item 8. Financial Statements and Supplementary Data”.

ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025 (Successor), none of our directors or “officers” (as such term is defined in Rule 16(a)-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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Form 10- K Table of Contents

PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Code of Business Conduct and Ethics
We have adopted a code of ethics called the “Talen Energy Corporation Code of Business Conduct and Ethics” that applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. It can be accessed under the “Governance” tab on the “Investor Relations” section of our website at https://ir.talenenergy.com. A copy will also be made available in print to any stockholder who requests it. We also intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our code of ethics applicable to those individuals by posting such information on our website. We will disclose the required information within four business days, and such information will remain available on our website for at least a 12-month period. There have not been any waivers granted to any of our officers or employees to date. Information contained on or accessible from our website is not, and shall not be deemed to be, incorporated by reference into this Report or any other filings with the SEC.
Insider Trading Policy
We have adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities that applies to the Company and its directors, officers and employees. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Report.
The other information required pursuant to this item is incorporated by reference into our 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

ITEM 11. EXECUTIVE COMPENSATION
The information required pursuant to this item is incorporated by reference into our 2026 Proxy Statement to be filed within 120 days of the fiscal year ended December 31, 2025.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table presents information as of December 31, 2025 with respect to compensation plans under which shares of our common stock may be issued. Such equity compensation plans include our Equity Plan and additional securities that are subject to the ESPP.

Plan Category (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Plans Approved by Our Security Holders —  —  3,486,513 
Plans Not Approved by Our Security Holders (1)
2,457,321  (2)
—  (3)
4,461,579 
Total 2,457,321   —   7,948,092   (4)

__________________
(1)    The formation of our Equity Plan was approved by the United States Bankruptcy Court for the Southern District of Texas (Houston Division) as part of the Joint Chapter 11 Plan of Reorganization upon our emergence from restructuring.
(2)    Includes 340,653 RSUs and 2,116,668 PSUs outstanding under the Equity Plan as of December 31, 2025 (assuming all awards are issued 100% in equity). The number of PSUs included represents the maximum level of performance (or 200%).
(3)    No options were outstanding as of December 31, 2025, and neither RSUs nor PSUs have an exercise price.
(4)     Includes 3,486,513 shares of common stock remaining available under the ESPP and 4,461,579 shares available under the Equity Plan as of December 31, 2025.
The other information required pursuant to this item is incorporated by reference into our 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required pursuant to this item in incorporated by reference into our 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required pursuant to this item in incorporated by reference into our 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.
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Form 10- K Table of Contents

PART IV.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this Report:
(1) Financial Statements: The Annual Financial Statements are included with a separate index in “Item 8. Financial Statements and Supplementary Data” of this Report.
(2) Financial Statement Schedules: Schedule I—Condensed Financial Information of Registrant for the year ended December 31, 2025 (Successor) and the year ended December 31, 2024 (Successor) is included below in subsection (c) of this “Item 15. Exhibits and Financial Statement Schedules.” All other schedules are omitted because they are not applicable or because the required information is already contained in the Annual Financial Statements.

(3) Exhibits:
Incorporated by Reference

Exhibit No. Description Form File Number Date of Filing Exhibit Number

2.1 # ^*
Agreement and Plan of Merger, dated as of January 15, 2026, by and among Talen Energy Corporation, Cornerstone Generation Holdings, LP, ECP Cornerstone Generation Holdings GP, LLC, ECP V-B (AG IP) Blocker Corp, ECP V-C (AG IP) Blocker Corp, ECP V-D (AG IP) Blocker Corp, ECP V-D, as a holder representative, and solely for the limited purposes set forth therein, ECP GP V, LP.
— — — —

2.2 # ^
Purchase and Sale Agreement, dated as of July 17, 2025, by and between Caithness Energy, L.L.C., as seller, and Talen Generation, LLC, as buyer.
10-Q
 001-37388 August 7, 2025 2.1

2.3 # ^
Purchase and Sale Agreement, dated as of July 17, 2025, by and among Caithness Energy, L.L.C., as seller, Caithness Apex Guernsey, LLC, as subsidiary seller, and Talen Generation, LLC, as buyer.
10-Q
 001-37388 August 7, 2025 2.2

3.1 Third Amended and Restated Certificate of Incorporation of Talen Energy Corporatio n.
S-1 333-280341 June 20, 2024 3.1
3.2 Second Amended and Restated Bylaws of Talen Energy Corporation .
S-1 333-280341 June 20, 2024 3.2
4.1 Desc ription of Capital Stock.
10-K
001-37388
February 28, 2025
4.1

4.2 #
S tockholders Agreement , dated as of May 17, 2023, by and among Talen Energy Corporation and the parties identified therein .
S-1
333-280341
June 20, 2024
4.2

4.3 #
R egistration Rights Agreement , dated as of May 17, 2 023, by and among Talen Energy Corporation and the holders party thereto.
S-1
333-280341
June 20, 2024
4.1

4.4 Indenture, dated as of May 12, 2023, between Talen Energy Supply, LLC and Wilmington Savings Fund Society, FSB, as trustee (relating to the 8.625% Senior Notes due 2030).
S-1
333-280341
June 20, 2024
10.5

4.5 F irst Supplement al Indenture, dated as of May 17, 2023, by and among Talen Energy Supply, LLC , the s ubsidi ary g uarantor s party theret o and Wilmin gton Savings Fund Society, FS B , as trustee (relating to the 8.625% Senior Notes due 2030).
S-1
333-280341
June 20, 2024
10.6

4.6 S econd Supplemental Ind enture, dated as of October 6, 2023, by and among T alen Energy Supply, LLC , the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee (relating to the 8.625% Senior Notes due 2030).
S-1
333-280341
June 20, 2024
10.7

4.7 Third Supplemental Indenture, dated as of June 22, 2024 , by and among Talen Energy Supply, LLC, t he subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee (relating to the 8.625% Senior Notes due 2030).
10-K
001-37388
February 28, 2025
4.7

4.8 Fourth Supplemental Indenture, dated as of January 13, 202 5 , by and among Talen Energy Supply, LLC, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee (relating to the 8.625% Senior Notes due 2030).
8-K
001-37388
January 14, 2025
4.1

4.9 Fifth Supplemental Indenture, dated as of November 25, 2025 , by and among Talen Energy Supply, LLC, the subsidiary guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee (relating to the 8.625% Senior Notes due 2030).
8-K
001-37388
November 25, 2025
4.3

4.10 Indenture, dated as of October 27, 2025, by and among Talen Energy Supply, LLC , the subsidiary guarantors par ty thereto, and Citibank, N.A., as t rustee (relating to the 6.250% Senior Notes due 203 4 ) .
8-K
001-37388 October 27, 2025
4.1

4.11 Form of 6.250% Senior Notes due 2034 (included as Exhibit A to Exhibit 4.10 hereto) .
8-K
001-37388 October 27, 2025
4.2

4.12 First Supplemental Indenture, dated as of November 25, 2025, by and amon g Talen Energy Supply, LLC, the subsidiary guarantors party thereto and Citibank, N.A., as tr ustee (relating to th e 6.250% S enior Notes due 20 34).
8-K
001-37388 November 25, 2025
4.2

114

Form 10- K Table of Contents

Incorporated by Reference

Exhibit No. Description Form File Number Date of Filing Exhibit Number
4.13 I ndenture, dated as of October 27, 2025, by and amo ng Talen Energy Supply, LLC , the subsidi ary guarantors party thereto, and Citibank, N.A., as t rustee (relating to the 6.500% Senior Notes due 2036 ) .
8-K
001-37388 October 27, 2025
4.3

4.14 Form of 6. 500 % Senior Notes due 203 6 (included as Exhibit A to Exhibit 4.13 hereto) .
8-K
001-37388 October 27, 2025
4.4

4.15 First Supplemental Indenture, dated as of November 25, 2025, by and among Talen Energy Supply, LLC, the subsidiary guarantors party thereto and Citibank, N.A., as trustee (relating to the 6. 500 % Senior Notes due 203 6 ).
8-K
001-37388 November 25, 2025
4.2

4.16*
F orm of Cornerstone Registration Rights Agreeme nt .
— — — —
10.1 #
C redit Agreement , dated as of May 17, 2023, by and among Talen Energy S upply, LLC , the len ding institutions from time to time parties thereto, Citibank, N.A., as administrative agent and collateral agent, and Citib ank, N .A., BMO C apital Markets Corp. , Deut sche Bank Securities Inc. , Goldman Sac hs Bank U S A, RBC Capital Ma rket s , LLC , MUFG Bank, L td ., Credit Suis se Loan Funding LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners.
S-1
333-280341
June 20, 2024
10.1

10.2 A mendment No. 1 to Credit Agreemen t, dated as of August 9, 2023, by and among T alen Energy Supply, LLC, as borrower, the subsidi ary guaranto rs party ther eto, the persons identified on t he signature pages thereto as a 20 23-1 Incremental Term B Lender and Citibank, N.A. , as administrative agent and as col lateral agent.
S-1
333-280341
June 20, 2024
10.2

10.3 #
A mendment N o. 2 and Waiver to Credit Agreement , dated as of Ma y 8, 2024, by and among Talen Energy Supply, LLC , as borrower, the su b sidiary gua rantors party ther eto, the lenders party thereto and Citibank, N.A., as administrative agent , collateral agent, and replacement le nder.
S-1
333-280341
June 20, 2024
10.3

10.4 A mendment No. 3 to Credit Agreemen t , dated as of December 13, 202 4, by and among Talen Energy Supply, LLC, as borrower, the subsidiary g uarantors party thereto , the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent.
8-K
001-37388 December 13, 2024
10.1

10.5 A mendment No. 4 to Credit Agreement, dated as of December 20, 2024, by and among Talen Energy Supply, LLC, as borrower, the subsidiary guarantors party thereto , the lenders party thereto and Citibank N.A ., as administrative ag ent and collateral agent.
8-K
001-37388 December 20, 2025
10.1

10.6 Amendment No. 5 to Credit Agreement, dated as of No vember 2 5, 2 025, by and among Talen Ener gy Supply, LLC , as b orrower, the subsidiary guarantors party thereto, the lenders party thereto and Citi bank , N.A., as a dministrative agent and collateral agent.
8-K
001-37388 November 25, 2025
10.1

10.7 †
2 025 Employee Stock Purchase Plan of Talen Energy Corporation.
S-8
333-283230
November 14, 2024
10.1

10.8 †
A mende d and Restated 2025 Employee Stock Purchase Plan.
10-Q
001-37388 May 8, 2025
10.1

10.9 †
2023 Equity In centive Plan of Talen Energy Corporation .
S-1
333-280341
June 20, 2024
10.9

10.10 †
2 023 Form of Talen Energy Corporation Restricted Stock Unit A ward Not ice and Award Agreement (Executive Form ).
S-1
333-280341
June 20, 2024
10.12

10.11 †
2 023 Fo rm of Talen Energy Corporation Performance-Based Restricted St ock Unit Award Notice and Award Agreement (Executive Form).
S-1
333-280341
June 20, 2024
10.13

10.12 †
2 023 Form of Talen Energy Corpora tion Per formance -Based R estricted Stock Unit A w ard Notice and Award Agreement (Non-Execu tive Chair Form).
S-1
333-280341
June 20, 2024
10.14

10.13 †
2 023 Form of Talen Energy Co rporation Restricted Unit Award Notice and Awar d Agreement ( Non-Emp loyee Director F orm).
S-1
333-280341
June 20, 2024
10.15

10.14 †
2023 T alen Energy Corporation Re stricted Stock Unit A ward Notice and Awar d Agreement , dated as of June 16, 2023, by and between Ta len Energy Corporation and Mark A. McFarland .
S-1
333-280341
June 20, 2024
10.10

10.15 †
2023 Talen Energy Corp oration P erformance-Based Restricted St ock Unit Awar d Notice and Award Agreement, dated as of June 1 6 , 2023, by and between Talen Energy Corporation and Mark A. McFarland.
S-1
333-280341
June 20, 2024
10.11

10.16 †
2025 Form of Talen E nergy Corporation Restricted Stock Unit Award Notice and A ward Agreement.
10-Q
001-37388 May 8, 2025
10.2

10.17 †
2 0 25 Form of Talen Energy Corporation Performance -Based Restricted Stock U nit Award Notice and Award Agreement.
10-Q
001-37388 May 8, 2025
10.3

10.18 †
2 0 25 Form of Talen Energy Co rporation Rest ricted Stock Unit Award Notice and Award Agreement (Non-Employee Director F orm).
10-Q
001-37388 May 8, 2025
10.4

10.19 †
F orm of Indemnification Agreement b etween Talen Energy Corporation and each of its directors an d officers .
S-1
333-280341
June 20, 2024
10.8

10.20 †^
E mp loyment Agreement, dated as of June 19, 2023, by and between Talen Energy Corpor ation and John Wander.
S-1
333-280341
June 20, 2024
10.18

115

Form 10- K Table of Contents

Incorporated by Reference

Exhibit No. Description Form File Number Date of Filing Exhibit Number
10.21 †^
A mended and Restated Empl oyment Agreeme nt, dated as of De cember 12, 2025 , by and between Talen Energy Corporation and Ma rk A. McFarland.
8-K
001-37388 December 15, 2025
10.1

10.22 †^
A mended and Restated Emp loyment Agreement , dated as of Decem ber 12, 2025, by and betw e en Talen Energy Corp oration and Terry L. Nutt.
8-K
001-37388 December 15, 2025
10.2

10.23 †^
A mende d and Restated Employment Agreement, dated as of December 12, 202 5, by and between Talen Energy Corporation and Cole Muller.
8-K
001-37388 December 15, 2025
10.3

10.24 † ^
A mended and Restated Employment Agreement, dated as of Decem be r 12, 2025, by and between Talen Energy Corpo ration and Brad Berryman.
8-K
001-37388 December 15, 2025
10.4

10.25 † *
Form of Amended and Restated Employment Agreement of Talen Energy Corporation and it s executive officers.
— — — —
10.26 † ^
T ransition and Retirement Agreement and Release of Claims, dated as of December 12, 2025, by and between Talen Energy Corporation and John Wander.
8-K
001-37388 December 15, 2025
10.5

10.27 Purchas e Agreement, dated July 1, 202 4 , by and among Talen Energy Corporation, Rubric Capital Management, L P, Rubric Capital PWR LLC and Rubric BS R Fund LLC .
10-K
001-37388 February 28, 2025
10.23

19.1 T alen Energy Corporation Insider Trading Policy.
10-K
001-37388 February 28, 2025
19.1

21.1*
L ist of Subsidiaries of Talen Energy Corporation .
— — — —
23.1*
Consents of PricewaterhouseCoopers LLC, independent registered public accounting firm.
— — — —
24.1*
Power of Attorney (included on signature page hereto).
— — — —
31.1* Certification of Principal Executive Officer p ursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
— — — —
31.2* Certification of Principal Financial Officer p ursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
— — — —
32.1** Certification of Principal Executive Officer and Principal Financial Officer p ursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
— — — —
97.1 T alen Energy Corporation Claw back Policy .
10-K
001-37388 February 28, 2025
97.1

101.INS* Inline XBRL Instance Document. — — — —
101.SCH* Inline XBRL Taxonomy Extension Schema Document. — — — —
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. — — — —
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. — — — —
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. — — — —
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. — — — —
104* Cover Page Interactive Data File (embedded within the Inline XBRL document). — — — —

________________
*    Filed herewith.
**    Furnished herewith.
#     Certain of the schedules and attachments to the exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or attachment will be furnished to the SEC upon request.
^     Certain private and immaterial portions of the exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K.
†      Management contract or compensatory plan or arrangement.
116

Form 10- K Table of Contents

(c) Schedule I—Condensed Financial Information of Registrant

TALEN ENERGY CORPORATION
SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED UNCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Successor
(Millions of Dollars, except share data) Year Ended December 31, 2025 Year Ended December 31, 2024 May 18 through December 31, 2023
Operating Revenue $ —   $ —   $ —  
Operating Expenses —   —   —  
Operating Income —   —   —  
Equity in earnings of TES ( 219 ) 998   134  
Income (Loss) Before Income Taxes ( 219 ) 998   134  
Income tax benefit (expense) —   —   —  
Net Income (Loss) ( 219 ) 998   134  
Other comprehensive income (loss) 8   11   ( 23 )
Comprehensive Income (Loss) $ ( 211 ) $ 1,009   $ 111  
Earnings Per Share of Common Stock:
Net Income (Loss) Attributable to Stockholders - Basic $ ( 4.79 ) $ 18.40   $ 2.27  
Net Income (Loss) Attributable to Stockholders - Diluted $ ( 4.79 ) $ 17.67   $ 2.26  
Weighted-Average Number of Common Shares Outstanding - Basic (in thousands) 45,692   54,254   59,029  
Weighted-Average Number of Common Shares Outstanding - Diluted (in thousands) 45,692   56,486   59,399  

The accompanying Notes to the Condensed Unconsolidated Financial Statements are an integral part of the financial statements.

TALEN ENERGY CORPORATION
SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED UNCONSOLIDATED BALANCE SHEETS

Successor
(Millions of Dollars, except share data) December 31,
2025 December 31,
2024
Assets
Investment in TES $ 1,093   $ 1,387  
Total Assets $ 1,093   $ 1,387  

Total Liabilities $ —   $ —  

Stockholders’ Equity
Common stock ($ 0.001 par value, 350,000,000 shares authorized) (a)
$ —   $ —  
Additional paid-in capital 1,709   1,725  
Accumulated retained earnings (deficit) ( 612 ) ( 326 )
Accumulated other comprehensive income (loss) ( 4 ) ( 12 )
Stockholders’ Equity $ 1,093   $ 1,387  
Total Liabilities and Stockholders’ Equity $ 1,093   $ 1,387  

__________________
(a) Shares issued and outstanding were 45,687,828 and 45,961,910 as of December 31, 2025 (Successor) and December 31, 2024 (Successor), respectively.
The accompanying Notes to the Condensed Unconsolidated Financial Statements are an integral part of the financial statements.
117

Form 10- K Table of Contents

TALEN ENERGY CORPORATION
SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED UNCONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Talen Energy Corporation is a holding company whose only material businesses and properties are held through its direct and wholly owned subsidiary, Talen Energy Supply. Certain of TES’s debt agreements include covenants that restrict the payment of dividends or other distributions to TEC, restricting in excess of 25 % of TEC’s consolidated net assets. Accordingly, these condensed unconsolidated financial statements and related footnotes have been prepared in accordance with Sections 5-04 and 12-04 of Regulation S-X. These statements are not the general-purpose financial statements of TEC and should be read in conjunction with the Annual Financial Statements.
In May 2023, TEC and the majority of its subsidiaries emerged from the Restructuring and adopted fresh start accounting. See Notes 1, 19, and 20 to the Annual Financial Statements for additional information regarding the Restructuring and related accounting. Unconsolidated financial results are presented for TEC for the Successor periods for the years ended December 31, 2025 and December 31, 2024, and for the period from May 18, 2023 through December 31, 2023. Because the results presented in the Annual Financial Statements for the Predecessor period (prior to May 18, 2023) represent the operating results TES, such results are not repeated here. TEC held no cash nor had any cash activity during the years ended December 31, 2025 and December 31, 2024, and for the period from May 18, 2023 through December 31, 2023; therefore, a statement of cash flows has not been included.
Pursuant to the Internal Revenue Code, TEC and TES are each taxable entities. TEC files a consolidated U.S. federal income tax return on behalf of all its subsidiaries. The provision for income taxes and the effect of any recognition and (or) remeasurement are recognized as if: (i) TES and its subsidiaries file a consolidated income tax return; and (ii) TEC files a standalone income tax return. Additionally, the Company has elected to present accrued excise tax liabilities as a result of the repurchase of TEC common stock on the TES consolidated balance sheets. Accordingly, substantially all income taxes are recognized at TES.
2. TEC Indebtedness
For a general description of the material terms of TES’s indebtedness, see Note 10 to the Annual Financial Statements.
The agreements governing TES’s indebtedness restrict the ability of TES and the Subsidiary Guarantors to pay dividends or distributions or otherwise transfer assets to TEC, subject to certain exceptions. Notable exceptions include the ability to pay dividends or distributions: (1) in an amount not to exceed the gr eater of $ 420 million and 40 % of TES’s consolidated adjusted EBITDA, (2) in an unlimited amount so long as TES’s pro forma consolidated total net leverage ratio is less than or equal to 2.5 to 1.0, and (3) in an amount not to exceed the sum of: (a) the greater of $ 525 million and 50 % of TES’s consolidated adjusted EBITDA, (b) TES’s consolidated adjusted EBITDA minus 140 % of TES’s consolidated interest expense, in each case, for the period from June 1, 2023 through the most recent fiscal quarter (subject to compliance with either (x) a pro forma consolidated total net leverage ratio of less than or equal to 3.75 to 1.0 or (y) a fixed charge coverage ratio greater than or equal to 2.0 to 1.0), (c) equity contributions to TES, and (d) other customary “builder basket” components.
TEC does not have any separate indebtedness, other long-term obligations, or mandatory dividend or redemption requirements of redeemable stocks.
As of December 31, 2025, no cash dividends have been paid to TEC in the last three fiscal years by any other entity.
3. Commitments and Contingencies
See Note 9 to the Annual Financial Statements for commitments and contingencies of TEC.

ITEM 16. FORM 10-K SUMMARY
None.
118

Form 10- K Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS
Adjusted EBITDA. Net income (loss) adjusted, among other things, for certain: (i) nonrecurring charges; (ii) non-recurring gains; (iii) non-cash and other items; (iv) unusual market events; (v) any depreciation, amortization, or accretion; (vi) mark-to-market gains or losses; (vii) gains and losses on the NDT; (viii) gains and losses on asset sales, dispositions, and asset retirement; (ix) impairments, obsolescence, and net realizable value charges; (x) interest expense; (xi) income taxes; (xii) legal settlements, liquidated damages, and contractual terminations; (xiii) development expenses; (xiv) noncontrolling interests, except where otherwise noted; and (xv) other adjustments. Such adjustments are computed consistently with the provisions of our indebtedness to the extent that they can be derived from the financial records of the business. Pursuant to TES’s Credit Agreement, Cumulus Digital contributes to Adjusted EBITDA beginning in the first quarter 2024, following termination of the Cumulus Digital TLF and associated cash flow sweep.
Annual Financial Statements. The audited consolidated balance sheets of TEC as of December 31, 2025 (Successor) and December 31, 2024 (Successor); the related audited consolidated statements of operations, statements of comprehensive income, statements of cash flows, and statements of equity for the years ended December 31, 2025 (Successor) and December 31, 2024 (Successor), for the period from May 18, 2023 through December 31, 2023 (Successor), and for the period from January 1, 2023 through May 17, 2023 (Predecessor); and the related notes.
AOCI. Accumulated other comprehensive income or loss, which is a component of stockholders’ equity on the Consolidated Balance Sheets.
ARO. Asset retirement obligation.
AWS. Amazon Web Services, Inc. and its affiliates.
AWS Data Campus. The data center campus initially developed by a subsidiary of Cumulus Digital adjacent to Susquehanna. See Note 17 to the Annual Financial Statements for information on the AWS Data Campus Sale.
AWS Data Campus Sale. The Company’s sale of the AWS Data Campus to AWS in March 2024 to AWS for gross proceeds of $650 million. See Note 17 to the Annual Financial Statements for additional information.
AWS PPA. The March 2024 (as revised in June 2025) power purchase agreement between the Company and AWS pursuant to which, among other things, the Company agreed to supply up to 960 MW of long-term power to the AWS Data Campus from Susquehanna. In June 2025, the Company and AWS entered into a revised AWS PPA, under which the Company is expected to provide AWS with up to 1,920 MW of power in a “front-of-the-meter” model through 2042. The transition to the revised AWS PPA is expected to occur in spring 2026.
Bilateral LCF. The $75 million senior secured bilateral LC facility provided by Barclays Bank PLC. The Bilateral LCF was terminated in December 2024.
Board of Directors. The board of directors of Talen Energy Corporation.
Brandon Shores. A Talen-owned and operated generation facility in Curtis Bay, Maryland.
Brunner Island. A Talen-owned and operated generation facility in York Haven, Pennsylvania.
Capacity Performance. The sole class of capacity product that electricity providers within PJM can offer to satisfy PJM’s capacity obligation and thereby receive capacity payments from PJM. Auctions for this opportunity, generally referred to as capacity auctions, are scheduled by PJM periodically, up to three years in advance of the applicable PJM Capacity Year and in accordance with the terms of PJM’s Tariff and the FERC’s orders. Capacity Performance providers assume higher performance requirements during system emergencies and are subject to penalties for non-performance.
CCR. Coal Combustion Residuals, including but not limited to fly ash, bottom ash, and gypsum, that are produced from coal-fired electric generation facilities.
Colstrip. A generation facility comprised of four coal-fired generation units located in Colstrip, Montana. Talen Montana operates Colstrip, owns an undivided interest in Colstrip Unit 3, and has an economic interest in Colstrip Unit 4. Colstrip Units 1 and 2 were permanently retired in January 2020. See Note 7 to the Annual Financial Statements for additional information on jointly owned facilities and Talen Montana’s ownership interests in Colstrip.
Cornerstone Acquisition. Our pending acquisition of the 875 MW Waterford Energy Center and 456 MW Darby Generating Station in Ohio and the 1,120 MW Lawrenceburg Power Plant in Indiana from Energy Capital Partners. See Note 17 to the Annual Financial Statements for additional information.
Cornerstone Merger Agreement. Agreement and Plan of Merger, dated January 15, 2026, to acquire Energy Capital Partners’ 875 MW Waterford Energy Center and 456 MW Darby Generating Station, both located in Ohio, and the 1,120 MW Lawrenceburg Power Plant located in Indiana.
119

Form 10- K Table of Contents

Cornerstone RRA. A registration rights agreement that the Company intends to enter into with certain parties affiliated with Energy Capital Partners at the closing of the pending Cornerstone Acquisition in connection with the issuance of stock consideration.
Credit Agreement. The Credit Agreement, dated as of May 17, 2023, by and among TES, as borrower, the lending institutions from time to time parties thereto, Citibank, N.A., as administrative agent and collateral agent, and the joint lead arrangers and joint bookrunners parties thereto, which governs the RCF, TLB-1, TLB-2, TLB-3, and LCF, as the same may be amended, amended and restated, supplemented, or otherwise modified from time-to-time.
Credit Facilities. Collectively, the RCF, TLB-1, TLB-2, TLB-3 and LCF.
Cumulus Digital. Cumulus Digital Holdings LLC, a subsidiary of TES that, through its subsidiaries, (i) initially developed the AWS Data Campus; and (ii) holds the Company’s interest in Nautilus.
Cumulus Digital TLF. The term loan facility under which a subsidiary of Cumulus Digital borrowed $175 million to support the development of Nautilus and the AWS Data Campus. The Cumulus Digital TLF was repaid in full and terminated in March 2024.
DOE. U.S. Department of Energy.
Emergence. May 17, 2023, the date that the Plan of Reorganization became effective in accordance with the terms thereof and TEC, TES, and the other debtors emerged from the Restructuring.
EPA. U.S. Environmental Protection Agency.
EPA CCR Rule. The national regulatory standards required by the EPA for the management of coal combustion residuals in landfills and surface impoundments.
EPA CSAPR. The Cross-State Air Pollution Rule, a federal program that aims to reduce power plant emissions that cross state lines and contribute to ground-level ozone and fine particle pollution in other states. A cap-and-trade system for both annual and ozone season periods is used to reduce the target pollutants—sulfur dioxide and nitrogen oxides. CSAPR regulations have been changed over time, and different versions of the regulations have been referred to as the “CSAPR Update,” the “Revised CSAPR Update,” and the “Good Neighbor Plan.”
EPA ELG Rule. The effluent limitation guidelines, which are national regulatory standards required by the EPA for wastewater discharged from specific industrial categories, including but not limited to coal-fired electric generation facilities, to surface waters and municipal sewage treatment plants.
EPA GHG Rule. An EPA rule that establishes carbon dioxide limits for new electric generating units and GHG guidelines for certain existing electric generating units.
EPA MATS Rule. The Mercury and Air Toxics Standards, EPA technology-based emissions standards for mercury and other hazardous air pollutants emitted by generation units with a capacity of more than 25 MW.
EPS . Earnings per share.
ERCOT. The Electric Reliability Council of Texas, operator of the electricity transmission network and electricity energy market in most of Texas .
ERCOT Sale. The sale of our Texas fleet to CPS Energy in May 2024.
ESPP. Talen Energy Corporation 2025 Employee Stock Purchase Plan, which was amended and restated in 2025.
Exchange Act. The Securities Exchange Act of 1934, as amended.
FERC. U.S. Federal Energy Regulatory Commission.
Freedom. A Talen-owned and operated generation facility in Salem Township, Luzerne County, Pennsylvania.
Freedom and Guernsey Acquisitions. Our acquisitions of the Freedom Generating Station in Pennsylvania and the Guernsey Power Station in Ohio from affiliates of Caithness Energy, which closed in November 2025. See Note 17 to the Annual Financial Statements for additional information.
GAAP. Generally Accepted Accounting Principles in the United States.
Guernsey. A Talen-owned and operated generation facility in Byesville, Ohio.
GW. Gigawatt.
H.A. Wagner. A Talen-owned and operated generation facility in Curtis Bay, Maryland.
120

Form 10- K Table of Contents

Inflation Reduction Act. The Inflation Reduction Act of 2022, which was signed into law in August 2022. The Inflation Reduction Act’s provisions included, among other things, amendments to the Internal Revenue Code of 1986, as amended, to create a nuclear production tax credit program.
ISA. Interconnection Service Agreement.
ISO. Independent System Operator.
LC. Letter of credit.
LCF. The $1.1 billion stand-alone letter of credit facility established under the Credit Agreement.
LMBE-MC TLB. The term loan B facility under which certain subsidiaries holding the Lower Mt. Bethel and Martins Creek facilities borro wed $290 million fr om affiliates of MUFG. The LMBE-MC TLB was repaid in full and terminated in August 2023.
Lower Mt. Bethel. A Talen-owned and operated generation facility in Bangor, Pennsylvania.
Martins Creek. A Talen-owned and operated generation facility in Bangor, Pennsylvania.
MMBtu. One million British Thermal Units.
Montour. A Talen-owned and operated generation facility in Washingtonville, Pennsylvania.
MW. Megawatt.
MWd. Megawatt-day.
MWh. Megawatt-hour.
Nautilus. Nautilus Cryptomine LLC, a cryptocurrency project that was previously a joint venture between the Company and TeraWulf. The Company purchased TeraWulf’s interest in October 2024 and owns 100% of Nautilus. In June 2025, the Company ceased use of the Nautilus facility and related assets and obligations were derecognized.
NAV. Net asset value.
NDT. Nuclear facility decommissioning trust that is expected to fund Talen’s proportionate costs associated with the future decommissioning activities of Susquehanna.
NERC. North American Electric Reliability Corporation.
NRC. U.S. Nuclear Regulatory Commission.
Nuclear PTC. The nuclear production tax credit under the Inflation Reduction Act.
PEDFA Bonds. The following series of Pennsylvania Economic Development Financing Authority (“PEDFA”) Exempt Facilities Revenue Refunding Bonds: Series 2009A, due December 2038 (“PEDFA 2009A Bonds”); Series 2009B, due December 2038 (“PEDFA 2009B Bonds”); and Series 2009C, due December 2037 (“PEDFA 2009C Bonds”). The PEDFA 2009A Bonds were extinguished at emergence from bankruptcy in 2023; the PEDFA 2009B Bonds and PEDFA 2009C Bonds remain outstanding and are guaranteed by certain of the Subsidiary Guarantors.
PJM. PJM Interconnection, L.L.C., the RTO that coordinates the movement of wholesale electricity in all or parts of Pennsylvania, New Jersey, Maryland, 10 other states, and the District of Columbia.
PJM BRA (or “BRA”). PJM Base Residual Auction, a component of PJM’s capacity market intended to secure power supply resources from market participants in advance of the PJM Capacity Year. It is usually held during the month of May three years prior to the start of the PJM Capacity Year. Under PJM’s “pay-for-performance” model, generation resources are required to deliver on demand during system emergencies or owe a payment for non-performance.
PJM Capacity Year. PJM capacity revenues for each delivery year covering the period from June 1 to May 31.
PJM Reliability Pricing Model. PJM’s capacity market, or the Reliability Pricing Model, formed under PJM’s Open Access Transmission Tariff, which is intended to ensure long-term grid reliability by securing the appropriate amount of power supply resources needed to meet predicted energy demand in the future. Under PJM’s “pay-for-performance” model, generation resources are required to deliver on demand during system emergencies or owe a payment for non-performance.
Plan of Reorganization. The Joint Chapter 11 Plan of Reorganization of Talen Energy Supply, LLC and Its Affiliated Debtors (Docket No. 1206), as subsequently amended, supplemented, or otherwise modified, and any exhibits or schedules thereto.
PP&E. Property, plant and equipment.
121

Form 10- K Table of Contents

Predecessor. Relates to the financial position or results of operations of Talen Energy Supply for periods prior to Emergence, or May 17, 2023.
RCF. The senior secured revolving credit facility that provides $900 million in aggregate revolving loan and LC commitments under the Credit Agreement.
RCRA. The Resource Conservation and Recovery Act, a federal law enacted in 1976 giving the EPA authority to control hazardous and non-hazardous solid waste from its creation to its disposal.
Restructuring. The voluntary cases commenced by TEC, TES, and the other debtors under Chapter 11 of the U.S. Bankruptcy Code, together with the related financial restructuring of the existing debt, existing equity interests, and certain other obligations pursuant to the Plan of Reorganization.
RGGI. The Regional Greenhouse Gas Initiative, a mandatory market-based program among certain states, including Maryland, New Jersey and Massachusetts, to cap and reduce carbon dioxide emissions from the power sector. RGGI requires certain electric power generators to hold allowances equal to their carbon dioxide emissions over a three-year control period. Pennsylvania has proposed joining this program.
RMR. A generation unit that is otherwise slated to be retired but agrees with PJM to remain operational beyond its requested deactivation date as a reliability-must-run resource to mitigate reliability concerns until necessary upgrades can be established.
RTO. Regional Transmission Organization.
Secured ISDAs. Certain bilateral secured International Swaps and Derivatives Association (“ISDA”) agreements and Base Contracts for Sale and Purchase of Natural Gas as published by the North American Energy Standards Board (“NAESB”) of Talen.
Secured Notes . The 8.625% Senior Secured Notes, due 2030, issued by Talen Energy Supply.
Secured Notes Indenture. The Indenture, dated as of May 12, 2023, as supplemented by the First Supplemental Indenture, dated as of May 17, 2023, the Second Supplemental Indenture, dated as of October 6, 2023, the Third Supplemental Indenture, dated as of June 22, 2024, the Fourth Supplemental Indenture, dated as of January 13, 2025, and the Fifth Supplemental Indenture, dated as of November 25, 2025, each between TES, the Subsidiary Guarantors and Wilmington Savings Fund Society, FSB, as trustee, which governs the Secured Notes, as the same may be further amended, amended and restated, supplemented or otherwise modified from time-to-time.
SNF. Spent nuclear fuel.
SOFR. Secured Overnight Financing Rate, a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities.
SRP. The share repurchase program, under which the Board of Directors has authorized the Company to repurchase shares of TEC’s outstanding common stock.
Subsidiary Guarantors. The subsidiaries of TES that guarantee: (i) the obligations of TES under the Credit Facilities, the Secured Notes, and the Unsecured Notes; and (ii) the obligations of Talen Energy Marketing under the Secured ISDAs.
Successor. Relates to the financial position or results of operations of Talen Energy Corporation for periods after Emergence, or May 18, 2023.
Susquehanna. A nuclear-powered generation facility located near Berwick, Pennsylvania. A subsidiary of Talen Energy Supply operates and owns a 90% undivided interest in Susquehanna.
Talen (or the “Company,” “we,” “us,” or “our”). (i) for periods after May 17, 2023, Talen Energy Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise; and (ii) for periods on or before May 17, 2023, Talen Energy Supply and its consolidated subsidiaries, unless the context clearly indicates otherwise.
Talen Energy Corporation (or “TEC”). Talen Energy Corporation, the parent company of Talen Energy Supply and its consolidated subsidiaries.
Talen Energy Marketing. Talen Energy Marketing, LLC, a direct subsidiary of Talen Energy Supply that provides energy management services to Talen-owned and operated generation facilities and engages in wholesale commodity marketing activities.
Talen Energy Supply (or “TES”). Talen Energy Supply, LLC, a direct subsidiary of Talen Energy Corporation that, thorough subsidiaries, indirectly holds all of Talen’s assets and operations.
Talen Montana. Talen Montana, LLC, a Talen subsidiary that operates Colstrip, owns an undivided interest in Colstrip Unit 3, and is party to a contractual economic sharing agreement for Colstrip Units 3 and 4.
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TeraWulf. TeraWulf (Thales) LLC, a wholly owned subsidiary of TeraWulf Inc. and an unaffiliated third party.
TERP. The Talen Energy Retirement Plan, Talen’s principal defined-benefit pension plan.
TLB-1. The $580 million (subsequently increased to $870 million) senior secured term loan B facility, due May 2030, under the Credit Agreement.
TLB-2. The $850 million senior secured term loan B facility, due December 2031, under the Credit Agreement.
TLB-3. The $ 1.2 billion senior secured term loan B facility, due November 2032, under the Credit Agreement.
TLC. The $470 million senior secured term loan C facility under the Credit Agreement, the proceeds of which were used to cash collateralize TLC LCF. The TLC was repaid in full and terminated in December 2024.
TLC LCF. The $470 million cash collateralized LC facility under the Credit Agreement. The TLC LCF was terminated in December 2024.
TWh. Terawatt-hour.
Unsecured Notes . Collectively, TES’s 6.250% Senior Unsecured Notes due 2034, and 6.500% Senior Unsecured Notes due 2036.
Unsecured Notes Indenture . The indentures, each dated as of October 27, 2025, as each supplemented by the First Supplemental Indenture, dated as of December 15, 2025, each among TES, the Subsidiary Guarantors and Citibank, N.A., as Trustee, which govern the Unsecured Notes, as the same may be further amended, amended and restated, supplemented or otherwise modified from time-to-time.
WECC. The Western Electricity Coordinating Council, a non-profit corporation that assures a reliable and secure bulk electric system in the Western Interconnection, covering all or parts of Montana, 13 other U.S. States, Canada, and Mexico.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 26, 2026.

TALEN ENERGY CORPORATION

By: /s/ Mark A. McFarland
Mark A. McFarland
Chief Executive Officer and Director

POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark A. McFarland and Terry L. Nutt and each of them, as his or her true and lawful agents, proxies, and attorneys-in-fact, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to act on, sign, and file with the Securities and Exchange Commission any and all documents relating to this Report, including any amendments, exhibits, and supplements hereto and other documents in connection herewith or therewith, granting to each of them full power and authority to take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming that each that such agent, proxy, and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 26, 2026.

Signature Title

/s/ Mark A. McFarland Chief Executive Officer and Director
(Principal Executive Officer)

Mark A. McFarland

/s/ Terry L. Nutt President
(Principal Financial Officer)

Terry L. Nutt

/s/ Tony Plagens Chief Accounting Officer
(Principal Accounting Officer)

Tony Plagens

/s/ Stephen Schaefer Chairperson of the Board and Director

Stephen Schaefer

/s/ Gizman Abbas Director
Gizman Abbas

/s/ Anthony Horton Director
Anthony Horton

/s/ Karen Hyde Director
Karen Hyde

/s/ Joseph Nigro Director
Joseph Nigro

/s/ Christine Benson Schwartzstein Director
Christine Benson Schwartzstein

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