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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 236 added, 133 removed, 281 unchanged (57% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report.

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2024 (Successor).

Internal Control Over Financial Reporting

This Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

These reports will be required and provided in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2024 (Successor) that materially affected, or are reasonably likely to materially affect, our 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”.

OTHER INFORMATION

During the three months ended December 31, 2024, 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).

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).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Form 10- K Table of Contents

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.

5 unchanged sentences

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.

The other information required pursuant to this item will be set forth in the 2025 Proxy Statement and is incorporated herein by reference.

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.

EXECUTIVE COMPENSATION

The information required pursuant to this item will be set forth in the 2025 Proxy Statement and is incorporated herein by reference.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required pursuant to this item will be set forth in the 2025 Proxy Statement and is incorporated herein by reference.

Form 10- K Table of Contents

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)

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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required pursuant to this item will be set forth in the 2025 Proxy Statement and is incorporated herein by reference.

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.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required pursuant to this item will be set forth in the 2025 Proxy Statement and is incorporated herein by reference.

EXHIBITS AND FINANCIALS STATEMENT SCHEDULES

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.

Form 10- K Table of Contents

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 Part II, Item 8 of this report.

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, 2024 (Successor) and the period from May 18 through December 31, 2023 (Successor) is included below in subsection (c) of this Item 15.

All other schedules are omitted because they are not applicable or because the required information is already contained in the Annual Financial Statements.

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:

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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.

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.

001-37388 August 7, 2025 2.1

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.

001-37388 August 7, 2025 2.2

3.1 Third Amended and Restated Certificate of Incorporation of Talen Energy Corporatio n.

2 unchanged sentences

S-1 333-280341 June 20, 2024 3.2

D escription of C apital S tock.

4.2 Stockholders 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 Registration Rights Agreement, dated as of May 17, 2023, 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.

S-1 333-280341 June 20, 2024 10.5

4.5 First Supplemental Indenture, dated as of May 17, 2023, by and among the subsidiary guarantors listed therein, Talen Energy Supply, LLC, the other subsidiary guarantors and Wilmington Savings Fund Society, FSB, as trustee under the Indenture.

S-1 333-280341 June 20, 2024 10.6

4.6 Second Supplemental Indenture, dated as of October 6, 2023, by and among the subsidiary guarantors listed therein, Talen Energy Supply, LLC and Wilmington Savings Fund Society, FSB, as trustee under the Indenture.

S-1 333-280341 June 20, 2024 10.7

Third Supplemental Indenture, dated as of June 22, 2024 , by and among the subsidiary guarantors listed therein, Talen Energy Supply, LLC and Wilmington Savings Fund Society, FSB, as trustee under the Indenture.

4.8 Fourth Supplemental Indenture, dated as of January 13, 2025 , by and among the subsidiary guarantors listed therein, Talen Energy Supply, LLC and Wilmington Savings Fund Society, FSB, as trustee under the Indenture.

8-K 001-37388 January 13, 2025 4.1

10.1 Credit Agreement, dated as of May 17, 2023, by and among Talen Energy Supply, LLC, the lending institutions from time to time parties thereto, Citibank, N.A., as administrative agent and collateral agent, and Citibank, N.A., BMO Capital Markets Corp., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, RBC Capital Markets, LLC, MUFG Bank, Ltd., Credit Suisse 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 Amendment No.

1 to Credit Agreement, dated as of August 9, 2023, by and among Talen Energy Supply, LLC, as borrower, the subsidiary guarantors party thereto, the persons identified on the signature pages thereto as a 2023-1 Incremental Term B Lender and Citibank N.A., as administrative agent and as collateral agent.

S-1 333-280341 June 20, 2024 10.2

10.3 Amendment No.

2 and Waiver to Credit Agreement, dated as of May 8, 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 agent, collateral agent and replacement lender.

S-1 333-280341 June 20, 2024 10.3

4.1 Desc ription of Capital Stock.

February 28, 2025

S tockholders Agreement , dated as of May 17, 2023, by and among Talen Energy Corporation and the parties identified therein .

June 20, 2024

R egistration Rights Agreement , dated as of May 17, 2 023, by and among Talen Energy Corporation and the holders party thereto.

June 20, 2024

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).

June 20, 2024

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).

June 20, 2024

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).

June 20, 2024

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).

February 28, 2025

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).

January 14, 2025

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).

November 25, 2025

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 ) .

001-37388 October 27, 2025

4.11 Form of 6.250% Senior Notes due 2034 (included as Exhibit A to Exhibit 4.10 hereto) .

001-37388 October 27, 2025

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).

001-37388 November 25, 2025

Form 10- K Table of Contents

1 unchanged sentence

Description Form File Number Date of Filing Exhibit Number

10.4 Amendment No.

3 to Credit Agreement, dated as of December 13, 2024, among Talen Energy Supply, LLC, as borrower, the subsidiary guarantors 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

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 ) .

001-37388 October 27, 2025

4.14 Form of 6.

500 % Senior Notes due 203 6 (included as Exhibit A to Exhibit 4.13 hereto) .

001-37388 October 27, 2025

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 ).

001-37388 November 25, 2025

F orm of Cornerstone Registration Rights Agreeme nt .

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.

June 20, 2024

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.

June 20, 2024

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.

June 20, 2024

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.

001-37388 December 13, 2024

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.

001-37388 December 20, 2025

10.6 Amendment No.

4 to Credit Agreement, dated as of December 20, 2024, among Talen Energy Supply, LLC, as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Citibank N.A., as administrative agent and collateral agent.

8-K 001-37388 December 20, 2024 10.1

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.

001-37388 November 25, 2025

2 025 Employee Stock Purchase Plan of Talen Energy Corporation.

November 14, 2024

2023 Equity Incentive Plan of Talen Energy Corporation .

S-1 333-280341 June 20, 2024 10.9

Talen Energy Corporation Restricted Stock Unit Award Notice and Award Agreement, dated as of June 16, 2023, by and between Talen Energy Corporation and Mark A.

S-1 333-280341 June 20, 2024 10.10

2023 Talen Energy Corporation Performance-Based Restricted Stock Unit Award Notice and Award Agreement, dated as of June 16, 2023, by and between Talen Energy Corporation and Mark A.

S-1 333-280341 June 20, 2024 10.11

2023 Form of Talen Energy Corporation Restricted Stock Unit Award Notice and Award Agreement (Executive Form).

S-1 333-280341 June 20, 2024 10.12

2023 Form of Talen Energy Corporation Performance-Based Restricted Stock Unit Award Notice and Award Agreement ( Executive Form).

S-1 333-280341 June 20, 2024 10.13

2023 Form of Talen Energy Corporation Performance-Based Restricted Stock Unit Award Notice and Award Agreement ( Non- Executive Chair Form).

S-1 333-280341 June 20, 2024 10.14

2023 Form of Talen Energy Corporation Restricted Stock Unit Award Notice and Award Agreement (Non-Employee Director Form).

S-1 333-280341 June 20, 2024 10.15

C umulus Long-Term Incentive Plan.

Form of Cumulus Long-Term Incentive Plan Award Notice.

F orm of Amendment to Cumulus Long-Term Incentive Plan Award Notic e.

Form of Indemnification Agreement between Talen Ener gy Corporation and each of its directors and executive officers.

S-1 333-280341 June 20, 2024 10.8

Employment Agreement, dated as of May 17, 2023, by and between Talen Energy Corporation and Mark A.

S-1 333-280341 June 20, 2024 10.16

Employment Agreement, effective as of July 10, 2023, by and between Talen Energy Corporation and Terry L.

S-1 333-280341 June 20, 2024 10.17

Employment Agreement, dated as of June 19, 2023, by and between Talen Energy Corporation and John Wander.

S-1 333-280341 June 20, 2024 10.18

Employment Agreement, dated as of June 26, 2023, by and between Talen Energy Corporation and Brad Berryman.

S-1 333-280341 June 20, 2024 10.20

Employment Agreement, dated as of July 7, 2023, by and between Talen Energy Corporation and Cole Muller.

Purchase Agreement, dated July 1, 2024, by and among Talen Energy Corporation, Rubric Capital Management, LP, Rubric Capital PWR LLC and Rubric BSR Fund LLC.

Talen Energy Corporatio n I n sider Trading Poli cy .

List of subsidiaries of Talen Energy Corporation.

Consents of PricewaterhouseCoopers LLC, independent registered public accounting firm , regarding Registration Statements on Form S-8 .

Consents of PricewaterhouseCoopers LLC, independent registered public accounting firm , regarding Registration Statement on F orm S-1.

A mende d and Restated 2025 Employee Stock Purchase Plan.

001-37388 May 8, 2025

2023 Equity In centive Plan of Talen Energy Corporation .

June 20, 2024

2 023 Form of Talen Energy Corporation Restricted Stock Unit A ward Not ice and Award Agreement (Executive Form ).

June 20, 2024

2 023 Fo rm of Talen Energy Corporation Performance-Based Restricted St ock Unit Award Notice and Award Agreement (Executive Form).

June 20, 2024

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).

June 20, 2024

2 023 Form of Talen Energy Co rporation Restricted Unit Award Notice and Awar d Agreement ( Non-Emp loyee Director F orm).

June 20, 2024

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.

June 20, 2024

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.

June 20, 2024

2025 Form of Talen E nergy Corporation Restricted Stock Unit Award Notice and A ward Agreement.

001-37388 May 8, 2025

2 0 25 Form of Talen Energy Corporation Performance -Based Restricted Stock U nit Award Notice and Award Agreement.

001-37388 May 8, 2025

2 0 25 Form of Talen Energy Co rporation Rest ricted Stock Unit Award Notice and Award Agreement (Non-Employee Director F orm).

001-37388 May 8, 2025

F orm of Indemnification Agreement b etween Talen Energy Corporation and each of its directors an d officers .

June 20, 2024

10.20 †^

E mp loyment Agreement, dated as of June 19, 2023, by and between Talen Energy Corpor ation and John Wander.

June 20, 2024

Form 10- K Table of Contents

Incorporated by Reference

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.

001-37388 December 15, 2025

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.

001-37388 December 15, 2025

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.

001-37388 December 15, 2025

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.

001-37388 December 15, 2025

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.

001-37388 December 15, 2025

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 .

001-37388 February 28, 2025

19.1 T alen Energy Corporation Insider Trading Policy.

001-37388 February 28, 2025

L ist of Subsidiaries of Talen Energy Corporation .

Consents of PricewaterhouseCoopers LLC, independent registered public accounting firm.

Power of Attorney (included on signature page hereto).

31.1* Certification of Chief Executive Officer (Principal Executive Officer) p ursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer (Principal Financial Officer) p ursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) p ursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

T alen Energy Corporation Clawb ack P olicy.

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 .

001-37388 February 28, 2025

101.INS* Inline XBRL Instance Document.

3 unchanged sentences

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

Form 10- K Table of Contents

Incorporated by Reference

Description Form File Number Date of Filing Exhibit Number

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

3 unchanged sentences

** Furnished herewith.

† Management contract or compensatory plan or arrangement.

# Certain of the schedules and attachments to the exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

1 unchanged sentence

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.

Form 10- K Table of Contents

2 unchanged sentences

CONDENSED UNCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Millions of Dollars, except share data) Year Ended December 31, 2024 May 18 through December 31, 2023

(Millions of Dollars, except share data) Year Ended December 31, 2025 Year Ended December 31, 2024 May 18 through December 31, 2023

Operating Revenue $ — $ — $ —

13 unchanged sentences

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

Form 10- K Table of Contents

TALEN ENERGY CORPORATION

16 unchanged sentences

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

Form 10- K Table of Contents

TALEN ENERGY CORPORATION

5 unchanged sentences

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 should be read in conjunction with the Annual Financial Statements.

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 year ended December 31, 2024 and the period from May 18 through December 31, 2023.

Because the results presented in the Annual Financial Statements for Predecessor periods (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 year ended December 31, 2024 and the period from May 18 through December 31, 2023;

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.

11 unchanged sentences

Notable exceptions include the ability to pay dividends or distributions:

(1) in an amount not to exceed the greater 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 beginning June 1, 2023 (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.

Form 10- K Table of Contents

(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.

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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 debt agreements, Cumulus Digital contributes to Adjusted EBITDA beginning in the first quarter 2024, following termination of the Cumulus Digital TLF and associated cash flow sweep.

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 year ended 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 year ended December 31, 2022 (Predecessor);

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.

Accumulated other comprehensive income or loss, which is a component of stockholder’s equity on the Consolidated Balance Sheets.

Accumulated other comprehensive income or loss, which is a component of stockholders’ equity on the Consolidated Balance Sheets.

Asset retirement obligation.

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AWS Data Campus.

The zero-carbon data center campus initially developed by a subsidiary of Cumulus Digital adjacent to Susquehanna.

See Note 20 for information on the AWS Data Campus Sale.

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 20 for additional information.

The March 2024 power purchase agreement between the Company and AWS pursuant to which (i) the Company agreed to supply up to 960 MW of long-term, carbon-free power to the AWS Data Campus from Susquehanna;

(ii) the parties agreed to fixed-price power commitments that increase in 120 MW increments over several years;

and (iii) AWS, under certain conditions, has the option to cap their commitments at 480 MW.

See Note 17 to the Annual Financial Statements for additional information.

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.

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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 FERC’s orders.

Capacity Performance providers assume higher performance requirements during system emergencies and are subject to penalties for non-performance.

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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.

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, and LCF, as the same may be amended, amended and restated, supplemented, or otherwise modified from time-to-time.

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, and LCF,

Collectively, the RCF, TLB-1, TLB-2, TLB-3 and LCF.

Cumulus Digital.

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and (ii) holds the Company’s interest in Nautilus.

Form 10- K Table of Contents

Cumulus Digital TLF.

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The Cumulus Digital TLF was repaid in full and terminated in March 2024.

Department of Energy.

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.

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EPA CCR Rule.

The national regulatory standards required by the EPA for the management of CCRs in landfills and surface impoundments.

The national regulatory standards required by the EPA for the management of coal combustion residuals in landfills and surface impoundments.

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.

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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 MWs.

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.

Earnings per share.

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The sale of our Texas fleet to CPS Energy in May 2024.

Talen Energy Corporation 2025 Employee Stock Purchase Plan, which was amended and restated in 2025.

Exchange Act.

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Federal Energy Regulatory Commission.

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.

Generally Accepted Accounting Principles in the United States.

Gigawatt-hour.

A Talen-owned and operated generation facility in Byesville, Ohio.

A Talen-owned and operated generation facility in Curtis Bay, Maryland.

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, and the Fourth Supplemental Indenture, dated as of January 13, 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.

Form 10- K Table of Contents

Inflation Reduction Act.

The Inflation Reduction Act of 2022, which was signed into law in August 2022.

Among the Inflation Reduction Act’s provisions are:

(i) amendments to the Internal Revenue Code of 1986 to create a nuclear production tax credit program;

(ii) the creation, extension and modification of tax credit programs for certain clean energy projects, such as solar, wind, and battery storage;

and (iii) adjustments to corporate tax rates.

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.

Interconnection Service Agreement.

Independent System Operator.

ISO New England, a non-profit regional transmission organization serving Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont.

Letter of credit.

The $900 million stand-alone letter of credit facility established under the Credit Agreement.

Form 10- K Table of Contents

The $1.1 billion stand-alone letter of credit facility established under the Credit Agreement.

The term loan B facility under which certain subsidiaries holding the Lower Mt.

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A Talen-owned and operated generation facility in Washingtonville, Pennsylvania.

Megawatt-day.

Megawatt-hour.

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 now owns 100% of Nautilus.

See Note 18 for additional information.

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.

Net asset value.

Nuclear facility decommissioning trust that is expected to fund Talen’s proportional costs associated with the future decommissioning activities of Susquehanna.

Nuclear facility decommissioning trust that is expected to fund Talen’s proportionate costs associated with the future decommissioning activities of Susquehanna.

North American Electric Reliability Corporation.

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and Series 2009C, due December 2037 (“PEDFA 2009C Bonds”).

The PEDFA 2009A Bonds were extinguished in the Restructuring;

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.

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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.

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Property, plant and equipment.

Form 10- K Table of Contents

Relates to the financial position or results of operations of Talen Energy Supply for periods prior to Emergence, or May 17, 2023.

The senior secured revolving credit facility that provides $900 million in aggregate revolving loan and LC commitments under the Credit Agreement.

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.

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.

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.

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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.

Form 10- K Table of Contents

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 Energy Marketing.

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.

Spent nuclear fuel.

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Treasury securities.

Secured Notes .

The 8.625% Senior Secured Notes, due 2030, issued by Talen Energy Supply.

The share repurchase program, under which the Board of Directors has authorized the Company to repurchase shares of TEC’s outstanding common stock.

1 unchanged sentence

The subsidiaries of TES that guarantee:

(i) the obligations of TES under the Credit Facilities and the Secured Notes;

(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.

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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.

Form 10- K Table of Contents

TeraWulf (Thales) LLC, a wholly owned subsidiary of TeraWulf Inc.

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The $850 million senior secured term loan B facility, due December 2031, under the Credit Agreement.

The $ 1.2 billion senior secured term loan B facility, due November 2032, under the Credit Agreement.

The $470 million senior secured term loan C facility under the Credit Agreement, the proceeds of which were used to cash collateralize TLC LCF.

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The TLC LCF was terminated in December 2024.

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.

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.

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TALEN ENERGY CORPORATION

President and Chief Executive Officer

Chief Executive Officer and Director

POWER OF ATTORNEY

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Signature Title

McFarland President, Chief Executive Officer, and Director (Principal Executive Officer)

Nutt Chief Financial Officer

McFarland Chief Executive Officer and Director

(Principal Executive Officer)

Nutt President

(Principal Financial Officer)

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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.

What changed 10-K

Item 9A. Controls and Procedures