Talen is a leading independent power producer and energy infrastructure company dedicated to powering the future.
−Removed: We own and operate approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable generation fleet.
+Added: We own and operate approximately 13.1 GW of power infrastructure in the United States, including 2.2 GW of nuclear power and a significant dispatchable fossil fleet.
We produce and sell electricity, capacity, and ancillary services into wholesale U.S.
−Removed: power markets, with our generation fleet principally located in the Mid-Atlantic and Montana.
−Removed: Our team is committed to generating power safely and reliably, delivering the most value per megawatt produced and driving the energy transition.
+Added: power markets, with our generation fleet principally located in the Mid-Atlantic, Ohio, and Montana.
+Added: Our team is committed to generating power safely and reliably and delivering the most value per megawatt produced.
Talen is also powering the digital infrastructure revolution.
−Removed: We are well-positioned to capture this significant growth opportunity, as data centers serving artificial intelligence increasingly demand more reliable, clean power.
+Added: We are well-positioned to serve this growing industry, as artificial intelligence data centers increasingly demand more reliable power.
Our Operations
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Properties” for additional information on each of our facilities
−Removed: Baseload, carbon-free nuclear facility.
−Removed: We operate, and own a 90% interest in, the 2.5 GW Susquehanna facility, the sixth largest nuclear-powered generation facility in the U.S.
−Removed: Susquehanna typically comprises approximately half of our total annual generation.
−Removed: In 2024, Talen produced over 18 GWh of reliable, zero-carbon power from Susquehanna at a low all-in cost of less than $24 per MWh, while also maintaining excellent safety and operational performance (when measured by standards adopted by the nuclear industry) .
−Removed: Susquehanna’s efficient cost structure is supported in part by a portfolio of supply contracts for all stages of the nuclear fuel cycle.
−Removed: See “—Fuel Supply—Nuclear” for additional information.
−Removed: Susquehanna’s two units are currently licensed through 2042 and 2044, respectively (with up to 20-year extensions possible with regulatory approval).
−Removed: Susquehanna has historically generated revenues primarily from energy sales into the PJM wholesale market, PJM capacity sales, and strategic hedging.
−Removed: As part of the AWS Data Campus Sale in 2024, Susquehanna and AWS have contracted under the AWS PPA for the long-term, fixed-price supply of power directly from Susquehanna to the adjacent AWS Data Campus.
−Removed: See Note 20 to the Annual Financial Statements for additional information on the AWS Data Campus Sale and “—Our Key Markets and Revenue Streams—Contracted Revenues—AWS PPA” for additional information on the AWS PPA.
−Removed: Susquehanna also benefits from the Nuclear PTC included under the Inflation Reduction Act, which runs through 2032 and provides a tax credit of up to $43.75 per MW (indexed to inflation) for power produced from a nuclear generation source.
−Removed: See “—Our Key Markets and Revenue Streams—Nuclear PTC” for additional information on the Nuclear PTC.
−Removed: F o r m 10- K Table of Contents
+Added: Highly efficient baseload generation.
+Added: We own and ope rate over 5.7 GW o f low- and zero-carbon baseload generation, including a 90% interest in, the 2.5 GW Susquehanna facility, the seventh largest nuclear-powered generation facility in the U.S.
+Added: In 2025, we produced approximately 17 TWh of reliable, zero-carbon power from Susquehanna at a low all-in cost of approximately $27 per MWh, while also maintaining excellent safety and operational performance (when measured by standards adopted by the nuclear industry) .
+Added: While Susquehanna has typically comprised approximately half of our total annual generation, we recently added an additional 2.8 GW of low-carbon generation—the equivalent of more than the entire Susquehanna plant—through our recent acquisitions of Freedom and Guernsey, which are some of the new newest, most highly-efficient H-class combined-cycle baseload natural gas facilities in the market.
+Added: We also recently entered into an agreement to acquire the Lawrenceburg Power Plant and Waterford Energy Center, combined-cycle baseload natural gas facilities totaling an additional 2.0 GW in Indiana and Ohio, as part of the pending Cornerstone Acquisition.
+Added: These strategically located facilities complement our existing fleet and add to our large load contracting strategy by serving as a backstop for our other existing units, further enhancing our fleet’s efficiency, flexibility, environmental performance, and geographic reach while concurrently modernizing our asset base.
+Added: See “—Recent Developments” and Note 17 to our Annual Financial Statements for additional information on the Freedom and Guernsey Acquisitions and the proposed Cornerstone Acquisition.
+Added: Form 10-K Table of Contents
+Added: Our baseload fleet has historically generated revenues primarily from energy sales into the PJM wholesale market, PJM capacity sales, and strategic hedging;
+Added: however, as discussed further below, in June 2025, we and AWS entered into an expanded power purchase agreement for the long-term, fixed-price supply of up to 1,920 MW of power annually from Susquehanna to the adjacent AWS data center campus through 2042.
+Added: See “—Our Key Markets and Revenue Streams—Contracted Revenues—AWS PPA” for additional information.
+Added: The success of this arrangement opens up contractable opportunities for other assets under our “Talen flywheel” strategy.
+Added: See “— Our Strategies —Combine the above strengths to execute on our “Talen flywheel” strategy” for additional information.
Dispatchable natural gas and oil intermediate and peaking units.
−Removed: Our 6.3 GW natural gas and oil fleet (of which 3.2 GW is from Brunner Island, Montour, and H.A Wagner Unit 3 after conversion, as discussed below) includes seven technologically diverse natural gas and oil generation facilities across the generation stack (including intermediate and peaking dispatch).
−Removed: Certain units are capable of utilizing multiple fuel sources, providing meaningful operational flexibility.
−Removed: These strategically located assets include significant generation in attractive wholesale markets (primarily PJM), allowing them to generate predictable revenues on cleared capacity while also benefiting from varying market dynamics.
+Added: Our 4.6 GW intermediate and peaking fleet (of which 2.9 GW is from Brunner Island and Montour after conversion, as discussed below) currently includes three technologically diverse natural gas generation facilities, with certain units capable of utilizing multiple fuel sources.
+Added: We also recently entered into an agreement to acquire the Darby Generating Station, a 456 MW dual-fuel natural gas and oil peaking unit in Ohio, as part of the pending Cornerstone Acquisition.
+Added: See “—Recent Developments” and Note 17 to the Annual Financial Statements for additional information.
+Added: The dispatch diversity added by our intermediate and peaking units provides meaningful commercial and operational flexibility.
+Added: These strategically located assets include significant generation in the attractive PJM wholesale market, allowing them to generate predictable revenues on cleared capacity while also benefiting from varying market dynamics and enhancing our ability to backstop long-term contractual obligations and other baseload capacity.
Properties” for additional information on each of these facilities.
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Our coal-fired generation assets continue to be impacted by changing environmental regulations and power market economics.
−Removed: We have already completed the conversion of approximately 3.2 GW of our legacy coal fleet to lower-carbon fuels, including our Brunner Island and Montour facilities, which together represent over 25% of our total generation capacity, and Unit 3 of our H.A Wagner facility.
−Removed: We previously requested deactivation of both H.A Wagner and our wholly-owned 1.3 GW Brandon Shores facility in mid-2025.
−Removed: However, PJM subsequently notified us that both H.A Wagner and Brandon Shores are needed past their previously planned retirement dates to maintain reliability in PJM.
−Removed: In January 2025, we reached a settlement (which remains subject to FERC approval) with key stakeholders to continue running both facilities through May 2029 under an RMR arrangement.
−Removed: See “—Our Key Markets and Revenue Streams—Contracted Revenues—Brandon Shores and H.A Wagner RMR Arrangements” and Note 10 to the Annual Financial Statements for additional information on the RMR proceedings and settlement.
+Added: We have already completed the conversion of approximately 3.2 GW of our legacy coal fleet to lower-carbon fuels, including our Brunner Island and Montour facilities and Unit 3 of our H.A.
+Added: Wagner facility.
+Added: We are currently running our H.A.
+Added: Wagner and Brandon Shores facilities, totaling 2.0 GW of capacity, under RMR agreements pursuant to which we receive fixed monthly payments in exchange for continuing to operate those facilities until May 31, 2029 (beyond their previously scheduled 2025 retirement dates) to maintain grid and transmission reliability in the Baltimore area until upgrades can be completed.
+Added: See “—Our Key Markets and Revenue Streams—Contracted Revenues—Brandon Shores and H.A.
+Added: Wagner RMR Arrangements” and Note 3 to the Annual Financial Statements for additional information on the RMR arrangements.
We also own minority interests, totaling approximately 800 MW, in three coal-fired generation facilities in PJM and WECC, and we are exploring ways to maximize the value of these assets in the context of changing market conditions.
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Our operating revenues have historically consisted primarily of capacity revenues, energy/ancillary services revenues, and unrealized gain (loss) on hedging instruments.
−Removed: As further discussed below, we sell capacity and energy through a combination of forward auctions, bilateral contracts, and spot market sales (as applicable).
−Removed: See “—Our Strategies—Optimize risk management program and hedging” for a discussion of our commercial optimization strategy.
−Removed: Beginning in mid-2025, we expect our Brandon Shores and H.A.
−Removed: Wagner facilities to begin operating as reliability resources under an RMR agreement that will provide fixed payments to Talen in addition to reimbursement for certain costs and expenses.
+Added: As further discussed below, we sell capacity and energy through a combination of forward auctions, future contracts, and spot market sales (as applicable).
+Added: Beginning in mid-2025, our Brandon Shores and H.A.
+Added: Wagner facilities began operating as reliability resources under RMR agreements that provide fixed payments to us in addition to reimbursement for certain costs and expenses.
In addition, our Susquehanna facility is party to the AWS PPA for the supply of power from Susquehanna to AWS through long-term, fixed-price power commitments that increase over time.
See “—Contracted Revenues” for additional information on both the RMR arrangements and the AWS PPA.
−Removed: We continue to evaluate business opportunities resulting from industrial load growth.
+Added: We continue to evaluate business opportunities resulting from technological and industrial load growth.
See “—Demand Growth from Multiple Sources” for additional information.
We also benefit from the Nuclear PTC under the Inflation Reduction Act.
−Removed: See “—Nuclear PTC” for additional information.
+Added: See Notes 3 and 4 to the Annual Financial Statements for additional information.
Wholesale Markets
The substantial majority of our generation capacity is located in, and accordingly the majority of our revenues are derived from, PJM.
−Removed: Specifically, a majority of our generation capacity (over 10 GW) is located in the MAAC (Mid-Atlantic Area Council) and BGE (Baltimore Gas and Electric) regions of PJM.
−Removed: The remainder of our generation capacity is in ISO-NE and WECC.
+Added: Specifically, approximately 13 GW of our generation capacity is located in the MAAC (Mid-Atlantic Area Council), BGE (Baltimore Gas and Electric), and AEP (American Electric Power) regions of PJM.
+Added: The remainder of our generation capacity is from the Colstrip facility within WECC.
Properties” for additional information on the market location of each of our facilities.
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Generators in PJM may earn revenues from sales of capacity, energy, and (or) ancillary services.
+Added: Form 10-K Table of Contents
The PJM Reliability Pricing Model is intended to ensure that resources are available when needed for grid reliability.
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We sell capacity through PJM Base Residual Auctions and, to the extent we are unable to sell capacity through the PJM BRAs, we may sell uncleared capacity through PJM Incremental Auctions or bilateral capacity transactions.
−Removed: PJM BRAs are typically conducted three years prior to the start of the applicable capacity year (which runs from June 1–May 31), but FERC has recently accepted requests by PJM to delay certain PJM BRAs in order to propose additional changes to the PJM Reliability Pricing Model.
+Added: PJM BRAs are typically conducted three years prior to the start of the applicable capacity year (which runs from June 1–May 31), but the FERC has accepted requests by PJM to delay certain PJM BRAs in order to propose additional changes to the PJM Reliability Pricing Model.
See “Item 1A.
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We also enter into bilateral transactions for the sale of energy directly to power purchasers .
−Removed: ISO-NE is an ISO that manages the flow of electricity from approximately 30,000 MW of generation capacity to approximately 15 million people in all or part of six states in New England.
−Removed: ISO-NE conducts forward capacity auctions and operates day-ahead and real-time energy/ancillary services markets.
−Removed: In ISO-NE, we both earn capacity revenues and sell energy/ancillary services into the spot markets from our Dartmouth generating facility.
−Removed: F o r m 10- K Table of Contents
WECC is a non-profit corporation that promotes a reliable and secure bulk electric system in the Western Interconnection, covering all or parts of Montana, 13 other U.S.
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Contracted Revenues
−Removed: Brandon Shores and H.A Wagner RMR Arrangements.
−Removed: In 2023, we notified PJM of our intent to deactivate electric generation at both our Brandon Shores and H.A.
−Removed: Wagner facilities on June 1, 2025.
−Removed: However, PJM subsequently notified us that both Brandon Shores and H.A Wagner are needed past their previously planned retirement dates to maintain reliability in PJM.
−Removed: In January 2025, we reached a settlement (which remains subject to FERC approval) with key stakeholders on the terms of an RMR arrangement and filed with FERC the resulting Joint Offers of Settlement regarding both facilities’ RMR Continuing Operations Rates Schedules (the “CORS”).
−Removed: If approved, the proposed RMR arrangements will extend the operating life of these plants through May 31, 2029, or until such time as the necessary transmission upgrades are placed into service.
−Removed: Beginning June 1, 2025, the CORS will provide a monthly fixed-cost payment of $12,083,333 ($312/MW-day) for Brandon Shores and $2,916,667 ($137/MW-day) for H.A Wagner, which includes a performance “hold back” of $416,667 per month for Brandon Shores and $208,333 per month for H.A Wagner, each to be paid out based on unit performance.
−Removed: We will also receive separate reimbursement for variable costs and approved project investments.
−Removed: See Note 10 to the Annual Financial Statements for additional information on the RMR proceedings and settlement.
−Removed: In connection with the AWS Data Campus Sale in 2024, we and AWS entered into the AWS PPA, pursuant to which we agreed to supply long-term, carbon-free power from Susquehanna to the AWS Data Campus through fixed-price power commitments.
−Removed: Under the AWS PPA, AWS has minimum contractual power commitments that increase in 120 MW increments annually (or earlier, at AWS’s option), with a one-time option to either cap commitments at 480 MW or otherwise purchase, in continuing annual steps, up to 960 MW.
−Removed: Each step up in capacity commitment has a fixed price for an initial 10-year term, after which AWS has the option to renew each step at a price that includes a fixed margin above then-applicable PJM energy and capacity prices.
−Removed: The initial term of the AWS PPA is 18 years, with two 10-year extensions at AWS’s option.
−Removed: Under a separate agreement, we will receive additional revenue from AWS related to the sales of carbon-free energy to the grid.
−Removed: We expect to begin receiving initial revenues from power sales in 2025.
−Removed: See Note 20 to the Annual Financial Statements for additional information on the AWS Data Campus Sale.
−Removed: In November 2024, FERC issued an order denying the Susquehanna ISA Amendment between PJM, PPL Corporation, and Susquehanna that would permit Susquehanna to decrease the amount of power supply it would otherwise provide to the power grid.
−Removed: Such order does not have an impact on the existing ISA permitting 300 MW of co-located load at Susquehanna to supply power for the first phases of the AWS Data Campus.
−Removed: In December 2024, FERC issued an order stating that it would address our request for rehearing in a future order, which FERC has not yet issued.
−Removed: Due to FERC’s decision not to address the merits of our motion for rehearing, we have filed an appeal in the U.S.
−Removed: Court of Appeals for the Fifth Circuit.
−Removed: Delivery “behind-the-meter” of more than 300 MW of power under the AWS PPA requires that FERC approve an amended ISA between Susquehanna, PPL, and PJM.
−Removed: Without an amendment we will be unable to deliver the full amount of contract volume under the AWS PPA on a behind-the-meter basis, which may require a contract renegotiation to deliver the additional power “in-front-of-the-meter.” We are evaluating our commercial and legal options to provide the most efficient path to full development of the AWS Data Campus.
−Removed: Such options include, but are not limited to, potential submission of a revised form of Susquehanna ISA Amendment or alternative contract structures with AWS.
−Removed: Legal Proceedings” and “Item 1A.
−Removed: Risk Factors—Regulatory, Environmental, and Legal Risks—Our business is subject to extensive energy-related regulation and oversight.” for additional information on the Susquehanna ISA Amendment.
+Added: In June 2025, we entered into an amended AWS PPA to expand, and eventually replace, the existing PPA with AWS.
+Added: The existing Susquehanna co-located load AWS PPA between us and AWS will begin transitioning to a “front-of-the-meter” arrangement after the completion of transmission reconfiguration projects expected to occur in spring 2026 with full transition expected to occur in spring 2027.
+Added: The AWS PPA requires Talen to deliver carbon-free power to AWS over a significant contract term at anticipated premium prices.
+Added: At the full contract quantity, we will provide AWS with 1,920 MW of carbon-free nuclear power through 2042 (with options to further extend its duration) for operations at the AWS Data Campus adjacent to Susquehanna (with the ability to deliver to other sites throughout Pennsylvania).
+Added: The AWS PPA, which has minimum commitments, has a power delivery schedule that ramps up over time, which is expected to achieve the full volume no later than 2032, with the potential to meaningfully accelerate.
+Added: Legal Proceedings—Susquehanna ISA Amendment” for more information on the resolution of previous legal and regulatory matters relating to the AWS PPA.
+Added: Brandon Shores and H.A.
+Added: Wagner RMR Arrangements.
+Added: The Brandon Shores and H.A.
+Added: Wagner RMR arrangements extend the operating life of these plants through May 31, 2029, or until such time the necessary transmission upgrades are placed into service.
+Added: Beginning June 1, 2025, the RMR arrangements provide an annual fixed-cost payment of $145 million ($312/MWd) for Brandon Shores and $35 million ($137/MWd) for H.A.
+Added: Wagner, which includes a performance “hold back” of $5 million per year for Brandon Shores and $2.5 million per year for H.A.
+Added: Wagner, each to be paid out based on unit performance.
+Added: We also receive separate reimbursement for variable costs and approved project investments.
+Added: See Note 3 to the Annual Financial Statements for additional information on the RMR arrangements.
Demand Growth from Multiple Sources
Power demand forecasts continue to rise over time in PJM compared to previous expectations.
−Removed: In January 2025, PJM released updated long-term load forecasts which point to RTO-wide load in summer 2030 and 2035 that is approximately 10% and 17% higher, respectively, than 2024 expectations.
+Added: Summer peak load is forecasted to grow by approximately 66 GW by 2036, or an average of 3.6% per year over the next 10-year period.
+Added: In January 2026, PJM released updated long-term load forecasts which point to RTO-wide load in summer 2036 that is approximately 5% higher than 2025 expectations.
Fundamental demand growth in PJM is expected to come from multiple sources, most notably high-performance computing and data center demand, continued re-shoring in the wake of the COVID-19 pandemic and associated supply chain disruptions, and continued electrification of the U.S.
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These drivers of demand have had, and could continue to have, direct impacts on the overall supply/demand balance and resulting energy and capacity prices in the markets in which we operate, the profitability, value, and growth prospects of our business, and the regulatory framework under which we operate.
−Removed: F o r m 10- K Table of Contents
−Removed: The Inflation Reduction Act was signed into law in August 2022.
−Removed: Among the Act’s provisions are amendments to the Internal Revenue Code to create a nuclear production tax credit program.
−Removed: The Nuclear PTC program provides qualified nuclear power generation facilities with a transferable tax credit for electricity produced and sold to an unrelated party during each tax year.
−Removed: The credit provides support beginning when annual gross receipts decline below an equivalent $43.75/MWh, increases ratably up to $3/MWh when annual gross receipts are equivalent to $25/MWh, and is subject to potential adjustments including inflation escalators and a five-times increase in value (up to $15/MWh) for meeting prevailing wage requirements (which we expect to meet).
−Removed: Electricity produced and sold by Susquehanna to third parties from December 31, 2023 through December 31, 2032 will be eligible for the credit.
−Removed: This program serves as an important tool for mitigating power price exposure, effectively creating a minimum price that Susquehanna is expected to receive for its generation.
−Removed: We can monetize the credit by reducing our income taxes payable or selling the credits to a third-party.
−Removed: See Notes 6 and 7 to the Annual Financial Statements for additional information on Nuclear PTC revenue recognized and the Inflation Reduction Act.
−Removed: Our power generation assets are advantaged by significant fuel diversity, including nuclear, natural gas, coal, oil, and various dual-fuel capabilities.
−Removed: Further, our natural gas generation assets are situated near the Marcellus shale region of Pennsylvania, which provides access to fuel from one of the largest producing natural gas regions in the U.S.
+Added: Our power generation assets are advantaged by significant fuel diversity, including nuclear, natural gas, coal, and oil capabilities.
+Added: Further, our natural gas generation assets are situated near the Marcellus and Utica shale regions of Pennsylvania and Ohio, which provide access to fuel from some of the largest producing natural gas regions in the U.S.
Properties” for additional information on the fuel capabilities of each of our facilities.
+Added: Form 10-K Table of Contents
Susquehanna has a portfolio of supply contracts for raw uranium, conversion, enrichment, and fabrication.
−Removed: Our nuclear fuel cycle is fully contracted through the 2027 fuel load, almost entirely contracted through 2028, and over 70% contracted through 2029.
+Added: Our nuclear fuel cycle i s fully contracted through the 2028 fuel load, more than 50% contracted through 2029, and over 20% contracted through 2030.
We have no current fuel exposure to any Russian-affiliated counterparties.
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government to provide for the permanent disposal of commercial SNF, but the government has not yet done so.
−Removed: Consequently, under a related settlement agreement, the government is required to reimburse Susquehanna for certain SNF storage costs through 2025.
+Added: Consequently, the government is required to reimburse Susquehanna for certain SNF storage costs through 2025 under a related settlement agreement, which we are currently in the process of seeking to extend through 2028.
See Note 9 to the Annual Financial Statements for additional information on this arrangement.
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The amount and duration of contracted purchases vary due to factors including fuel availability, economic considerations, and generation facility location on the pipeline grid.
−Removed: A significant portion of our natural gas need is satisfied through short-term transactions on a spot basis.
+Added: A significant portion of our natural gas needs are satisfied through short-term transactions on a spot basis.
Oil is generally supplied from on-site inventory and replenished through purchases on the spot market.
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The pattern of fluctuations in our operating results varies depending on the type and location of the facilities being serviced, the capacity markets served, the maintenance requirements of our facilities, and the terms of bilateral contracts to purchase or sell electricity.
+Added: We maintain our fossil generation fleet through a combination of self-service and contracted maintenance activity (including long-term service agreements at certain facilities).
Our largest recurring maintenance project is the annual spring refueling outage at Susquehanna.
−Removed: We serve our fossil generation fleet through a combination of self-service and contracted maintenance activity (including long-term service agreements at certain facilities).
See also “Item 1A.
Risk Factors—Industry and Market Risks—Our business is subject to physical, market, economic, and regulatory risks relating to weather conditions and extreme weather events.”
−Removed: F o r m 10- K Table of Contents
Increased competition in U.S.
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See Note 9 to the Annual Financial Statements for additional information on ongoing market reforms in PJM.
−Removed: We face competition in wholesale markets from other suppliers of available energy, capacity, and ancillary services, which may include operators of various competing generation technologies, such as natural gas-fired, coal-fired, and nuclear generation, as well renewable and other alternative energy sources.
+Added: We face competition in wholesale markets from other suppliers of available energy, capacity, and ancillary services, which may include operators of various competing generation technologies, such as natural gas-fired, coal-fired, and nuclear generation, as well as renewable and other alternative energy sources.
Competition is affected by electricity and fuel prices, grid congestion, government subsidies for new and certain existing generation facilities (including some which might otherwise retire), new market entrants, construction of new generation assets, technological advances in power generation, environmental and regulatory matters, and various other factors.
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Risk Factors—Regulatory, Environmental, and Legal Risks—We could be impacted by changes in, or state interference with, the structure or operation of the markets in which we operate, including ongoing market restructuring in PJM.”
+Added: Form 10-K Table of Contents
Power generation involves hazardous activities, which could expose our assets, employees, contractors, customers, and the general public to various risks inherent in the nature of our operations.
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See also “Item 1A.
−Removed: Risk Factors—Industry and Market Risks—Operation of power generation facilities involves significant risks and hazards customary to the power industry, which we cannot assure our insurance will be adequate to cover.,” “Item 1C.
+Added: Risk Factors—Commercial and Operational Risks—Operation of power generation facilities involves significant risks and hazards customary to the power industry, which we cannot assure our insurance will be adequate to cover.,” “Item 1C.
Cybersecurity,” and Note 9 to the Annual Financial Statements.
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We believe we are well-positioned to achieve our business objectives through the following strategies:
−Removed: Focus and maintain our core generation fleet that provides stable earnings and cash flows.
−Removed: Our core fleet, anchored by our Susquehanna nuclear facility, generates stable earnings from cleared capacity and cash flows backed by multiple sources.
−Removed: Our integrated generation, wholesale marketing, and commercial capabilities enable us to produce significant recurring cash flow, and our commercial and risk management strategies provide cash flow stability while balancing operational, price, and liquidity risk through physical and financial commodity transactions.
+Added: Continue to focus on our core generation fleet that provides stable earnings and cash flows through operational excellence, high reliability, capital discipline, and prudent risk management.
+Added: The foundation of our platform is safe, disciplined operational and commercial performance.
+Added: Our core fleet, anchored by low-carbon baseload generation, produces stable earnings from cleared capacity and cash flows backed by multiple sources, including our AWS PPA and RMR arrangements.
In today’s robust but volatile energy markets, our team has been able to capture high realized pricing through both reliable generation and strategic risk management.
−Removed: Capacity revenue is a key indicator of the important role that nuclear, natural gas, and peaking generation all play in PJM grid reliability.
−Removed: In 2024, our PJM fleet generated significant capacity revenues.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for additional information on our energy and capacity revenues.
−Removed: We are now also poised to benefit from long-term, stable cash flows from both contractual revenues under the Brandon Shores and H.A.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations.” We now also benefit from long-term, stable cash flows from both contractual revenues under the Brandon Shores and H.A.
Wagner RMR arrangements and fixed-price power sales under the AWS PPA.
−Removed: See “—Our Key Markets and Revenue Streams—Contracted Revenues” for additional information on both the RMR arrangements and the AWS PPA.
−Removed: We now also have substantive federal support for nuclear generation, which is accretive to our portfolio, in the form of the Nuclear PTC.
−Removed: See “—Our Key Markets and Revenue Streams—Nuclear PTC” for additional information on the Nuclear PTC.
−Removed: Continue our operational excellence, with focus on continued efficiencies.
−Removed: The foundation of our platform is safe, disciplined operational and commercial performance.
−Removed: We drive operational excellence by maximizing the safety, reliability, and efficiency of our core assets.
+Added: See “—Our Key Markets and Revenue Streams—Contracted Revenues.” We drive operational excellence by maximizing the safety, reliability, and efficiency of our core assets.
While we will continue to evaluate ways to find the highest and best use of our assets and capital, we are committed to maintaining best-in-class operations at our core generation facilities, including a disciplined cost structure across all categories.
−Removed: To sustain our robust performance, our leadership team focuses on, among other priorities, maximizing reliability through carefully planned and periodic maintenance and upgrades of our equipment, retaining experienced facility managers and employees and positioning them on-site to address emerging issues quickly, capitalizing on procurement efficiencies across our platform, and implementing redundancy in our generation facility design.
−Removed: While prioritizing operational safety and excellence, we intend to continue evaluating and executing on available opportunities for additional cost efficiencies.
−Removed: F o r m 10- K Table of Contents
−Removed: Optimize risk management program and hedging.
−Removed: We are focused on maintaining appropriate risk management policies in the context of a right-sized balance sheet and the cash flow stability provided by the Nuclear PTC.
−Removed: We maintain both an internal risk management committee, comprised of members of senior management from across the organization, and a Board-level risk oversight committee, comprised of members of our Board of Directors with extensive trading and risk backgrounds.
−Removed: Our commercial optimization strategy is focused on hedging commodity price volatility within appropriate risk tolerances while providing stable cash flow generation and preserving forward margin.
−Removed: We employ a variety of physical and financial instruments to manage risk and optimize the value of our assets.
−Removed: In some cases, we use a portfolio approach to manage risks, such as those associated with capacity and ancillary offerings.
−Removed: We target a hedge range of 60-80% of our expected generation for the prompt 12 months and ratably scale the hedge percentage down further out in time to align with our financial objectives.
−Removed: Our strong balance sheet provides ample capacity and counterparty appetite for lien-based hedging, which limits the use of margin posting requirements.
−Removed: We intend to continue employing a disciplined strategy focused on first-lien hedging while minimizing exchange-based hedging and the associated margin requirements.
−Removed: Importantly, we now have lower overall hedging needs given the cash-flow stability afforded by the Nuclear PTC (which provides a built-in hedging apparatus through the tax credit) and significantly reduced debt service requirements following the Restructuring and subsequent refinancing transactions.
−Removed: Maintain disciplined financial policy and capital allocation.
−Removed: We actively manage our capital structure, future capital commitments, and asset base by following disciplined capital allocation principles focused on generating cash flow, maintaining reasonable leverage, and reducing our cost of capital.
−Removed: We have a strong balance sheet underpinned by modest leverage, robust liquidity, and no significant debt maturities until 2030.
−Removed: Our strong balance sheet also provides ample capacity and counterparty appetite for lien-based hedging, which does not require cash collateral posting, and we intend to prioritize balance sheet efficiency through the active preservation of liquidity, targeting a modest leverage profile with a go-forward net leverage ratio of 3.5x or less, depending on seasonal dynamics.
−Removed: In furtherance of our disciplined capital allocation strategy, we are targeting the return of 70% of our adjusted free cash flow to shareholders through the share repurchase program authorized by our Board of Directors.
−Removed: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities—Issuer Purchases of Equity Securities” and Note 18 to the Annual Financial Statements for additional information on the SRP and other share repurchases.
−Removed: Maximize the value of our platform opportunities in a capital efficient manner.
−Removed: We believe there is significant value embedded in our platform, and that we have the flexibility to explore both organic and inorganic growth options.
−Removed: In addition to optimizing our core operations, we have unlocked previously unrecognized value from our existing assets and believe we have more opportunities to do so.
−Removed: Within our generation portfolio, we remain focused on delivering the most value per megawatt produced, including through long-term power sales to computing, industrial, or other end users, whether from our reliable, zero-carbon nuclear facility - Susquehanna - or our dispatchable fossil fleet.
−Removed: We expect to evolve our asset base both by continuing to evaluate opportunities to drive value uplift for our existing assets and by pursuing opportunistic acquisitions and divestitures in order to drive cash flow generation and investor returns, all in keeping with our commitment to appropriate leverage levels and a thoughtful capital allocation framework.
−Removed: We will continue exploring strategic opportunities if economically favorable, but any strategic investment will require a sound basis and an attractive returns profile when compared to other uses of capital.
+Added: Our integrated generation, wholesale marketing, and commercial capabilities enable us to produce significant recurring cash flow, and our commercial and risk management strategies provide cash flow stability while balancing operational, price, and liquidity risk through physical and financial commodity transactions.
+Added: We target a hedge range of 60-80% of our expected generation for the prompt 12 months and ratably scale the hedge percentage down further out in time to align with financial objectives, and we remain focused on maintaining appropriate risk management policies in the context of a right-sized balance sheet and the cash flow stability provided by long-term revenue contracts and backstopped by the Nuclear PTC.
+Added: Capture opportunities for long-term contracting arrangements with high quality counterparties.
+Added: In addition to optimizing core operations, we believe we can unlock further value from our existing assets by driving the highest value per megawatt produced—supported by long-term power sales to computing, industrial, and other end users across our reliable portfolio that provides both baseload and dispatchable generation.
+Added: We intend to grow our base of long-term contracting arrangements with high-quality, creditworthy counterparties to enhance earnings visibility, support sustainable growth, and create long-term value.
+Added: Our focus will be on counterparties with strong credit profiles and strategic alignment, with contract terms designed to balance competitive pricing, operational flexibility, and appropriate risk protections.
+Added: Accelerating demand from hyperscalers, industrial customers, and re-shoring of manufacturing drives load growth, which creates an attractive opportunity to contract reliable baseload generation for extended periods.
+Added: Our operational track record and ability to deliver speed-to-market, price certainty, and scale position us well to achieve pricing premiums and contract structures that capture significant margin while also materially reducing commodity exposure and cash flow cyclicality.
+Added: Importantly, these arrangements will also enable more efficient planning and resource deployment across the Company and the markets in which we operate.
+Added: We will also continue to maintain a balanced portfolio by retaining a merchant component to serve as a backstop, preserve flexibility, provide downside protection, and selectively benefit from volatility.
+Added: Form 10-K Table of Contents
+Added: Maintain balance sheet strength with disciplined financial policy and capital allocation.
+Added: We will continue to deploy a disciplined financial policy centered on high-quality cash flow generation, prudent leverage, and an efficient cost of capital.
+Added: We have a strong balance sheet underpinned by modest leverage, robust liquidity, and long-dated debt maturities, as well as ample capacity and counterparty appetite for lien-based hedging, which does not require cash collateral posting.
+Added: We view our balance sheet as a tool, providing flexibility to fund operations, manage commercial activity, and pursue value-accretive activities if the right opportunities arise.
+Added: We will continue balancing reinvestment and deleveraging priorities with a commitment to returning capital to shareholders as free cash flow expands.
+Added: We expect to target net leverage of approximately 3.5x or less through the cycle, while retaining a deliberate “toggle” to prioritize the most accretive use of capital—whether deleveraging, reinvestment, or shareholder returns—and to selectively lean into opportunities that are clearly cash flow accretive and value-enhancing.
+Added: This framework preserves financial flexibility, supports counterparties’ confidence, and positions us to execute through market cycles.
+Added: Our leverage framework is a target, not an absolute constraint, and we retain the flexibility to temporarily lean into incremental leverage for the right opportunity when returns justify it, while maintaining a clear path back to our leverage objectives.
+Added: This disciplined approach strengthens financial resilience, supports commercial execution, and reinforces our ability to deploy capital dynamically as conditions evolve.
+Added: Continue to grow and diversify our fleet in a capital efficient manner.
+Added: We intend to continue building on our track record to grow and diversify our generation fleet in a capital-efficient manner through a disciplined mix of value-uplift initiatives that expand scale, improve flexibility and reliability, and provide durable economics.
+Added: We intend to maintain flexibility to pursue both organic and inorganic growth opportunities and to deploy capital where we can generate compelling risk-adjusted returns.
+Added: This could include uprates and other improvements to existing assets, selectively acquiring assets that are immediately accretive, and advancing development opportunities.
+Added: We will prioritize opportunities that complement our operational strengths, support long-term contracting premiums, and improve portfolio resilience.
+Added: For instance, our recent Freedom and Guernsey Acquisitions bring highly-efficient baseload assets with high-capacity performance that are a reliable part of the grid today.
+Added: Our platform provides additional pathways to growth, including advantaged land positions at or near existing assets with large interconnects that provide speed-to-market and expand our range of development and partnership options.
+Added: We will continue to evaluate strategic opportunities where the economics are compelling, leveraging our experience to replicate successful structures and transactions, with any investment requiring a clear, durable returns profile relative to other uses of capital.
+Added: We will apply disciplined investment criteria in our underwriting cases that are centered on risk-adjusted returns, resilience across market cycles, and clear pathways to value creation while also maintaining appropriate liquidity and leverage and adhering to a thoughtful overall capital allocation framework.
+Added: Combine the above strengths to execute on our “Talen flywheel” strategy.
+Added: The Talen flywheel is a repeatable value creation strategy that leverages our platform of reliable, scalable generation assets and commercial capabilities to deliver durable free cash flow growth across market cycles.
+Added: The flywheel includes contracting long-term power sales with high-quality, large-load counterparties where our assets and sites are advantaged in delivering speed-to-market, large-scale capability, price certainty, and appropriate credit support.
+Added: These contracts can lock in meaningful premiums and provide visible, stable cash flows, improving the risk profile of our business and its related cash flows, which ultimately strengthen our financial foundation.
+Added: With that strengthened cash flow profile and balance sheet, we are positioned to grow and diversify our fleet in a capital-efficient manner through a disciplined mix of acquisitions, selective development, land and interconnection monetization, and strategic partnerships, expanding our long-term contracting opportunity set while maintaining operational flexibility.
+Added: This strategy is enabled by utilizing our balance sheet capacity as a strategic asset—toggling between shareholder returns and accretive strategic investments as market conditions and relative returns warrant—while targeting prudent leverage levels over time.
+Added: For instance, we recently completed the acquisitions of Freedom and Guernsey and expect to acquire additional facilities through our pending Cornerstone Acquisition later this year.
+Added: This cycle—contract assets, add assets, contract again—which we call the “Talen flywheel,” is designed to increase the number of high-quality, contractable opportunities across the portfolio, enabling us to pair reliable assets with long-term, creditworthy demand in a way that enhances stability while preserving flexibility.
+Added: Recent Developments
+Added: Cornerstone Acquisition
+Added: On January 15, 2026, we entered into the Cornerstone Merger Agreement to acquire from affiliates of Energy Capital Partners (“ECP”) the 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, for an aggregate purchase price of $3.45 billion, consisting of $2.55 billion in cash, subject to working capital and other customary adjustments, and 2,400,000 shares of Talen common stock, valued at approximately $900 million at the time of the entry into the Cornerstone Merger Agreement.
+Added: The Company expects the cash portion of the purchase price to be funded from the proceeds of new indebtedness.
+Added: The stock consideration will be subject to lock-ups of 90 days on 50% of the stock consideration and 180 days on the remaining stock consideration.
+Added: Form 10-K Table of Contents
+Added: The addition of these assets to Talen’s portfolio will increase generation capacity by approximately 2.5 GW of natural gas generation, substantially expanding Talen’s presence in the western PJM market and adding additional efficient baseload generation assets to its fleet.
+Added: In connection with the stock consideration, at the closing of the Cornerstone Acquisition, we intend to enter into the Cornerstone RRA with certain parties thereto substantially in the form attached to this Report as Exhibit 4.16.
+Added: Pursuant to the terms of the Cornerstone RRA, the Company will agree to use its commercially reasonable efforts to file a registration statement on Form S-3 under the Securities Act of 1933, as amended, to register the TEC common stock issued pursuant to the Cornerstone Merger Agreement with the SEC within three business days (and in any event within five business days) after issuance.
+Added: See also “Item 1A.
+Added: Risk Factors—Financial and Equity Risks—A number of factors could adversely affect the market price or trading volume of our common stock, even if our business is doing well, including but not limited to substantial sales of our common stock by existing shareholders, future issuances of equity or debt securities by us, and (or) research or reports published by financial analysts.”
+Added: The proposed Cornerstone Acquisition is subject to regulatory approvals and the satisfaction of other customary closing conditions, and is expected to close early in the second half of 2026.
+Added: See Note 17 to the Annual Financial Statements for additional information on the Cornerstone Acquisition and “Item 1A.
+Added: Risk Factors—Risks Related to the Cornerstone Acquisition” of this Report for a discussion of the associated risks.
+Added: The foregoing description of the Cornerstone Merger Agreement and the transaction contemplated thereby is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Cornerstone Merger Agreement, a copy of which is incorporated by reference as Exhibit 2.1 to this Report.
+Added: The Cornerstone Merger Agreement is being filed only to provide investors with information regarding their terms and are not intended to provide any other factual information about the parties thereto.
+Added: Investors should not rely on the representations, warranties, or covenants in the Cornerstone Merger Agreement, which may be subject to important limitations and qualifications, and which may change after the date of the Cornerstone Merger Agreement, as characterizations of the actual state of facts or condition of the Company, the sellers, or any of their respective subsidiaries or affiliates.
+Added: PJM 2027/2028 Base Residual Auction
+Added: In December 2025, PJM announced the results of the 2027/2028 PJM BRA.
+Added: Talen cleared 8,745 MW at a price of $333.44/MWd.
+Added: Management’s Discussion and Analysis of Financial Condition and Results of Operations— Factors Affecting Our Financial Condition and Results of Operations— Capacity Markets” for additional information.
+Added: Closing of the Freedom and Guernsey Acquisitions
+Added: In November 2025, the Company consummated the Freedom and Guernsey Acquisitions for an aggregate $3.8 billion which is subject to certain post-closing adjustments for net working capital and other customary items.
+Added: The Freedom and Guernsey Acquisitions were funded from the proceeds of the Unsecured Notes and the TLB-3.
+Added: Additionally, TES increased its RCF (including its revolving LC capacity) from $700 million to $900 million and increased its LCF from $900 million to $1.1 billion and extended its maturity from December 2026 to December 2027.
+Added: Issuance of Senior Notes .
+Added: In October 2025, TES issued (i) $1.4 billion in aggregate principal amount of 6.250% Senior Unsecured Notes due 2034, and (ii) $1.3 billion in aggregate principal amount of 6.500% Senior Unsecured Notes due 2036
+Added: See Notes 10 and 17 to the Annual Financial Statements for additional information on the financing transactions and issuance of the Unsecured Notes, and the Freedom and Guernsey Acquisitions, respectively.
Legal, Regulatory, and Environmental Matters
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Legal Proceedings” and Note 9 to the Annual Financial Statements for additional information on specific legal matters.
+Added: Form 10-K Table of Contents
Energy Regulation
−Removed: We are subject to regulation by federal and state agencies and other bodies that exercise regulatory authority in the various regions where we conduct business, including but not limited to FERC;
+Added: We are subject to regulation by federal and state agencies and other bodies that exercise regulatory authority in the various regions where we conduct business, including but not limited to the FERC;
the Department of Energy;
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See Note 9 to the Annual Financial Statements for additional information on these and other regulatory topics.
−Removed: F o r m 10- K Table of Contents
−Removed: Our subsidiaries that own or control electric generation facilities are defined as public utilities under the Federal Power Act and are subject to FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce.
−Removed: FERC has the authority to grant or deny market-based rate authority for wholesale sales of energy, capacity, and ancillary services to ensure that such sales are just and reasonable and not unduly discriminatory, and to suspend market-based rate authority and set cost-based rates if it finds that its previous grant of market-based rate authority is no longer just and reasonable.
−Removed: Other matters subject to FERC’s jurisdiction include, but are not limited to:
+Added: Our subsidiaries that own or control electric generation facilities are defined as public utilities under the Federal Power Act and are subject to the FERC’s exclusive ratemaking jurisdiction over wholesale sales of electricity and the transmission of electricity in interstate commerce.
+Added: The FERC has the authority to grant or deny market-based rate authority for wholesale sales of energy, capacity, and ancillary services to ensure that such sales are just and reasonable and not unduly discriminatory, and to suspend market-based rate authority and set cost-based rates if it finds that its previous grant of market-based rate authority is no longer just and reasonable.
+Added: Other matters subject to the FERC’s jurisdiction include, but are not limited to:
review of certain public utility dispositions of jurisdictional facilities, mergers, acquisitions of other public utility securities, or acquisitions of existing generation facilities;
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RTOs and ISOs.
−Removed: RTOs and ISOs are FERC-regulated entities that exist in several regions to provide transmission service across multiple transmission systems.
−Removed: FERC has approved PJM, MISO, ISO-NE, and SPP as RTOs and CAISO and NYISO as ISOs.
+Added: RTOs and ISOs are the FERC-regulated entities that exist in several regions to provide transmission service across multiple transmission systems.
+Added: The FERC has approved PJM, MISO, ISO-NE, and SPP as RTOs and CAISO and NYISO as ISOs.
These entities are responsible for regional planning, managing transmission congestion, developing wholesale markets for energy and capacity, maintaining reliability, market monitoring, the scheduling of physical power sales brokered through ICE and NYMEX, and managing transmission charges across multiple systems.
−Removed: With the exception of Colstrip in Montana, all of our generation facilities currently participate in wholesale electricity markets administered by PJM and ISO-NE.
+Added: With the exception of Colstrip in Montana, all of our generation facilities currently participate in the wholesale electricity markets administered by PJM.
See “—Our Operations—Our Key Markets and Revenue Streams—Wholesale Markets” for additional information on the RTOs and ISOs in which we operate.
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Consequently, future implementation and enforcement of these rules remains uncertain at this time.
+Added: Form 10-K Table of Contents
See “Item 1A.
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See Note 9 to the Annual Financial Statements for additional information on these and other environmental topics.
−Removed: F o r m 10- K Table of Contents
Under the Clean Air Act, as well as comparable state laws and local ordinances, our plants are subject to extensive emission control, emission allowance, emission monitoring, and air reporting obligations.
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In addition, new or modified obligations could significantly impact how we produce electricity and the life of certain plants (in some cases resulting in premature unit retirements) and could impede strategic planning.
−Removed: Key air matters currently affecting our business include, but are not limited to, nitrogen oxides requirements (including potential implementation of the EPA’s Good Neighbor Plan or similar requirements) as well as the revised EPA MATS and GHG Rules, both of which could significantly impact certain facilities, including our Colstrip facility, and are being legally challenged by us and others.
+Added: Key air matters currently affecting our business include, but are not limited to, nitrogen oxides requirements (including potential implementation of the EPA’s Good Neighbor Plan or similar requirements) as well as the revised 2024 GHG Rule, which could significantly impact certain facilities, including our Colstrip facility.
+Added: These rules are being legally challenged by us and others and are being reconsidered by the EPA.
Hazardous Substances and Waste Handling.
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We generate materials in the course of our operations that may be regulated as hazardous substances based on their characteristics under CERCLA and analogous state laws.
−Removed: The EPA’s regulation of CCRs under the Resource Conservation and Recovery Act is a currently evolving regulatory program under which we may incur significant costs impacting AROs.
−Removed: We have joined several parties to legally challenge the EPA’s new requirements for legacy CCR surface impoundments under the EPA CCR Rule, while also following the Rule’s timeline to assess applicability and define cost impacts to our business.
+Added: The EPA’s regulation of CCRs under the RCRA is a currently evolving regulatory program under which we may incur significant costs impacting AROs.
+Added: We have joined several parties to legally challenge the EPA’s requirements for legacy CCR surface impoundments under the EPA CCR Rule that was finalized in 2024, while also following the Rule’s timeline to assess applicability and define cost impacts to our business.
Various statutes and regulations at the federal, state, regional, and local levels govern water use, discharge, protection, and influence and add challenge and uncertainty to our business.
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One of the most impactful CWA programs currently affecting our business is the 2024 EPA ELG Rule, under which certain of our generation facilities have incurred operating restrictions and committed to prematurely end the use of certain fuels.
−Removed: In the future, new permit conditions could be established to meet the EPA’s most recent revisions to the EPA ELG Rule, which will be defined following negotiations with state permitting authorities.
−Removed: We and other parties are legally challenging the EPA’s latest revisions to the EPA ELG Rule.
+Added: In the future, new permit conditions could be established to meet the requirements in the EPA ELG Rule, which will be defined following negotiations with state permitting authorities.
+Added: We and other parties are legally challenging the 2024 EPA ELG Rule.
+Added: Additionally, the EPA has extended the compliance deadlines for the 2024 EPA ELG Rule by five years.
+Added: The extension rule has been legally challenged by environmental groups.
Until litigation is complete and permit conditions are established, full cost impacts remain uncertain.
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Environmental
−Removed: Our emission profile is firmly anchored by Susquehanna, which enabled us to generate over half of our electricity output carbon-free in 2024, and our natural gas portfolio also includes a number of energy-efficient assets with low heat rates, which provide a lower carbon intensity than traditional fossil fuel sources.
+Added: Our emission profile is anchored by Susquehanna, which enabled us to generate 42% of our electricity output carbon-free in 2025, and our natural gas portfolio also includes a number of energy-efficient assets with low heat rates that provide a lower carbon intensity than traditional fossil fuel sources.
+Added: The acquisitions of the Freedom and Guernsey plants further enhance our fleet, adding approximately 2.8 GW of high-quality, modern, efficient, baseload natural gas generation to our portfolio.
We have reduced our environmental footprint over the past several years, investing heavily in environmental controls and switching to cleaner fuels in response to market and other conditions.
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See “—Our Fleet—Reliability assets and carbon deleveraging” for additional information.
−Removed: F o r m 10- K Table of Contents
−Removed: As of December 31, 2024, we have reduced our annual carbon dioxide emissions by approximately 65% when compared to 2010 levels.
−Removed: We expect to continue reducing our carbon footprint through the recently-completed conversions of our legacy coal fleet discussed above and the eventual retirement of certain other legacy coal assets.
−Removed: See Note 10 to the Annual Financial Statements for additional information on ongoing RMR proceedings and a pending settlement related to our Brandon Shores and H.A.
−Removed: Wagner facilities.
−Removed: As we retire older, economically nonviable conventional power generation assets, we are continuing to explore opportunities to repurpose these sites to advance our carbon deleveraging while also extending the life and increasing the value of our legacy assets.
+Added: Form 10-K Table of Contents
We are an innovator in the movement to power critical infrastructure and industry with carbon-free nuclear generation.
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We believe that a decentralized approach to engagement and giving allows us to more effectively identify areas of need and have a greater local impact.
−Removed: Across our fleet and our corporate offices, our facilities and their employees, often in conjunction with charitable organizations such as United Way, Salvation Army, and local food banks, we strive to participate regularly in events supplying holiday toys, school supplies, food, winter coats, volunteer work, and monetary donations.
−Removed: For instance, to date, events hosted by Susquehanna have raised over $1.1 million for the Berwick Area United Way.
+Added: Across our fleet and our corporate offices, our facilities and their employees, often in conjunction with charitable organizations such as United Way, Salvation Army, and local food banks, we strive to participate regularly in events supplying holiday toys, school supplies, food, winter coats, volunteer hours, and monetary donations.
+Added: For instance, to date, events hosted by Susquehanna have raised approximately $1.5 million for the Berwick Area United Way.
Our plants also provide community education through both on-site and off-site programs and events with first responders, professional organizations, students, interns, scouts, and other groups.
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We have adopted a Supplier Code of Conduct (available on our website) to promote safe, ethical, and socially conscious behavior among our suppliers.
−Removed: Throughout 2024, we worked with all stakeholders to reach an arrangement for the continued operation of our Brandon Shores and H.A.
−Removed: Wagner facilities past their initially planned retirement dates to support grid reliability in the greater Baltimore area.
−Removed: In January 2025, we reached a settlement (which remains subject to FERC approval) with key stakeholders to continue running both facilities through May 2029 under an RMR arrangement.
+Added: In 2025, we reached a settlement with key stakeholders to continue running both of our Maryland generation facilities through May 2029 under RMR arrangements.
The continued operation of these facilities maintains critical infrastructure, facilitates reliable electricity in Baltimore, and protects Maryland consumer electricity rates.
−Removed: See “—Our Key Markets and Revenue Streams—Contracted Revenues—Brandon Shores and H.A Wagner RMR Arrangements” and Note 10 to the Annual Financial Statements for additional information on the RMR proceedings and settlement.
−Removed: We believe the emerging data economy and the growing importance of artificial intelligence and continued re-shoring will require an all-of-the-above approach to generating the electricity necessary to power load in a responsible and efficient manner.
+Added: See “—Our Key Markets and Revenue Streams—Contracted Revenues—Brandon Shores and H.A.
+Added: Wagner RMR Arrangements” and Note 3 to the Annual Financial Statements for additional information on the RMR arrangements.
+Added: We believe the emerging data economy and the growing importance of artificial intelligence and continued re-shoring of manufacturing and other industries will require an all-of-the-above approach to generating the electricity necessary to power load in a responsible and efficient manner.
Our AWS PPA is an example of how we are powering the future in partnership with data center and artificial intelligence enterprises and, in the case of the AWS PPA, doing so with large volumes of clean, carbon-free energy.
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We strive to maintain a culture that empowers our employees to influence operational decisions and to trust and rely on each other, while driving safety, operational excellence, and strong financial performance.
−Removed: We believe our people are a valuable asset.
−Removed: As key stakeholders in our business, we invest in our employees by prioritizing their safety, presenting numerous training and development opportunities, carefully considering employee feedback, offering competitive compensation that includes our employees in the success of our business, providing comprehensive health and wellness benefits, and fostering an inclusive and respectful workplace.
+Added: We view our people as vital assets and key stakeholders in our business.
+Added: Accordingly, we invest in our employees by prioritizing their safety, offering numerous training and development opportunities, valuing employee feedback, providing competitive compensation that shares in the success of our business, delivering comprehensive health and wellness benefits, and fostering an inclusive and respectful workplace.
At Talen, safety is a core value.
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This empowers our business units and operating plants to determine the most appropriate health and safety procedures, training, engagement, and incident resolution at their sites while facilitating knowledge sharing, enabling continuous improvement, and fostering a “No Harm” culture across our organization.
−Removed: F o r m 10- K Table of Contents
We track and (or) externally report OSHA recordable incidents, lost time injuries, and near miss incidents to enhance knowledge sharing and organizational learning.
−Removed: In 2024, we had seven OSHA recordable incidents and an OSHA Total Recordable Incident Rate (“TRIR”) of 0.34.
+Added: In 2025, we had eleven OSHA recordable incidents and an OSHA Total Recordable Incident Rate (“TRIR”) of 0.55.
Our overall safety performance is a result of an enhanced health and safety framework and training, increased leadership visibility and accountability, and a greater focus on incident reporting, including near misses and good catches.
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Susquehanna has an additional corrective action Employee Concerns Program that establishes procedures for reporting and resolving nuclear safety and general work environment concerns.
+Added: Form 10-K Table of Contents
We continuously work to improve safety.
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We provide training programs covering a wide range of relevant job- and Company-specific topics for employees in all positions, including continuing education resources for professional licenses, and we also regularly promote and train interested employees into new roles.
+Added: To support continuous development, we offer a self-directed professional learning framework that enables employees to take ownership of their learning through curated development pathways, skill-building resources, and development planning tools aligned to business needs.
+Added: This framework supports internal mobility, leadership readiness, and the development of skills critical to our evolving business.
To train the next generation of professionals, we offer apprenticeship programs, internships, and educational assistance.
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We strive to thoughtfully consider and respond to ideas and feedback from all employees, including plant management teams, asset managers, and frontline workers, and we provide a variety of avenues for employee feedback, including through performance review dialogue, appropriate escalation of informal feedback, and various identifiable and anonymous formal reporting channels.
−Removed: In 2024, we conducted an anonymous employee engagement survey and, after reviewing the results, reported key themes and next steps to employees.
−Removed: We have already implemented a number of specific employee recommendations.
Compensation, Benefits, and Wellness.
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We maintain short-term and long-term cash incentive programs for many employees, as well as a long-term equity compensation program that aligns the interests of key team members with our strategy and the interests of our stockholders.
−Removed: Starting in 2025, we also offer an employee stock purchase program, under which eligible employees can purchase our common stock at a discount through payroll deductions.
+Added: In 2025, we began offering an employee stock purchase program, under which eligible employees can purchase our common stock at a discount through payroll deductions.
Full- and part-time employees also qualify for our 401(k) plan, under which we make fixed, matching, and (or) additional discretionary contributions (depending on employment specifics).
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Collective Bargaining Agreements.
−Removed: As of December 31, 2024, we had 1,894 full-time employees, approximately 43% of which were represented by labor unions.
−Removed: Our collective bargaining agreements (“CBAs”) include:
+Added: As of December 31, 2025, we had approximately 1,880 full-time employees, approximately 43% of which were represented by labor unions.
+Added: Our collective bargaining agreements (“CBA”) include:
(i) a CBA with IBEW Local 1638, covering 186 Talen Montana employees, which is in effect until April 2026;
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and (iii) a CBA with IBEW Local 1600, covering 624 Pennsylvania employees, which is in effect until August 2030.
−Removed: We maintain generally constructive relationships with our labor unions.
We are committed to maintaining corporate governance policies and practices that support the interests of all our stakeholders.
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Additional information about our corporate governance will be set forth in the 2026 Proxy Statement.
−Removed: F o r m 10- K Table of Contents
−Removed: Emergence from Restructuring
−Removed: Increased collateral posting requirements caused by rapid and sustained increases to wholesale natural gas and power prices in mid-2021 resulted in lower available cash and liquidity to operate our business.
−Removed: As a result, TES and 71 of its subsidiaries commenced the Restructuring in May 2022 and TEC joined the Restructuring in December 2022.
−Removed: The Company emerged from the Restructuring in May 2023 with a significantly deleveraged balance sheet.
−Removed: See Notes 3 and 4 to the Annual Financial Statements for additional information on the Restructuring.
Corporate and Other Available Information
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We maintain a website at www.talenenergy.com.
−Removed: 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 Securities and Exchange Commission (the “SEC”).
+Added: 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 U.S.
+Added: Securities and Exchange Commission (the “SEC”).
+Added: Form 10-K Table of Contents
We file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports with the SEC.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.