Talen Energy Corp 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS Tender Offer In May 2024, the Company commenced a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase shares of the Company’s common stock for cash. The Tender Offer resulted in the purchase for cash of 5,275,862 shares of its common stock, representing 9.0% of the Company’s outstanding common stock, at a clearing price per share of $116.00, or an aggregate of $612 million, exclusive of transaction costs. The Tender Offer was part of the Company’s share repurchase program discussed below. Upsizing of Share Repurchase Program In October 2023, the Board of Directors approved a share repurchase program initially authorizing the Company to repurchase up to $300 million of the Company’s outstanding common stock through December 31, 2025. In May 2024, the Board of Directors approved an increase of the remaining capacity under the Company’s share repurchase program to $1 billion through the end of 2025. Repurchases may be made from time to time, at the Company’s discretion, in open market transactions at prevailing market prices, negotiated transactions, or other means in accordance with federal securities laws, and may be repurchased pursuant to a Rule 10b5-1 trading plan. The Company intends to fund repurchases from cash on hand. Repurchases by the Company will be subject to a number of factors, including the market price of the Company’s common stock, alternative uses of capital, general market and economic conditions, and applicable legal requirements, and the repurchase program may be suspended, modified or discontinued by the Board of Directors at any time without prior notice. The Company has no obligation to repurchase any amount of its common stock under the repurchase program. The following table contains information regarding our purchases of our common stock during the three months ended June 30, 2024: Period Total Number of Shares Purchased (a) Average Share Price (b) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (millions) (c) April 1 to April 30, 2024 — $ — $ 262 May 1 to May 31, 2024 — — 1,000 June 1 to June 30, 2024 5,280,889 115.99 387 Total 5,280,889 $ 115.99 $ 387 __________________ (a) All open-market purchases were made under authorization from our Board of Directors to purchase up to $1 billion of additional shares of our common stock. (b) Average price paid per share for open market transactions excludes transaction costs and excise taxes. (c) Represents the approximate dollar value (in millions) of the remaining capacity under the Company’s share repurchase program. For a description of limitations on the payment of our dividends, see Note 2 to the Annual Financial Statements attached to the Registration Statement 56 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.