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Item 9A. Controls and Procedures

2025-02-28 compared with 2016-02-29 · 404 added, 322 removed, 10 unchanged (99% of the section changed)

CONTROLS AND PROCEDURES

Talen Energy Corporation and Talen Energy Supply, LLC

(a) Evaluation of Disclosure Controls and Procedures.

The registrants' principal executive officers and principal financial officers, based on their evaluation of the registrants' disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934) have concluded for their respective companies that, as of December 31, 2015 , the registrants' disclosure controls and procedures were effective to ensure that information required to be disclosed by each registrant in the reports filed by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms and that such information is accumulated and communicated to management, including the principal executive and principal financial officers, to allow for timely decisions regarding required disclosure.

(b) Change in Internal Controls over Financial Reporting.

The registrants' principal executive officers and principal financial officers have concluded for the fourth quarter for their respective companies that the June 1, 2015 RJS acquisition and the November 1, 2015 MACH Gen acquisition created material changes to its internal control over financial reporting.

RJS collectively is a significant subsidiary, representing as of and for the year ended December 31, 2015 approximately 17% and 12% of Talen Energy's total consolidated assets and revenue.

MACH Gen is a significant subsidiary, representing as of December 31, 2015 approximately 10% of Talen Energy's total consolidated assets.

The registrants are transitioning the processes, information technology systems and other components of internal control over financial reporting of RJS Power and MACH Gen to the internal control structure of the registrants.

The registrants have expanded their consolidation and disclosure controls and procedures related to the acquired companies, and the registrants continue to assess the current internal control over financial reporting at RJS and MACH Gen.

Accordingly, as permitted under SEC guidance, each of the registrants has elected to exclude RJS and MACH Gen from its management's assessment of the effectiveness of internal controls as of December 31, 2015 .

Except for the RJS and MACH Gen acquisitions, the aforementioned principal executive officers and principal financial officers have concluded for their respective companies that there were no other changes in the registrants' internal control over financial reporting during the registrants' fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrants' internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Management of each of the registrants is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f).

Internal control over financial reporting for each registrant is a process 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.

The management of each registrant, with the participation of their respective principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of its internal control over financial reporting as of the end of the fiscal year based on the framework in "Internal Control - Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on their evaluation under the framework in "Internal Control - Integrated Framework" (2013), the management of each of the registrants concluded for their respective companies that each registrant's internal control over financial reporting was effective as of December 31, 2015 .

As permitted by SEC guidance and for the reasons set forth under "Change in Internal Controls over Financial Reporting" above each of the registrants has elected to exclude RJS and MACH Gen from management's assessment of internal controls as of December 31, 2015 .

RJS collectively is a significant subsidiary, representing as of and for the year ended December 31, 2015 approximately 17% and 12% of Talen Energy's total consolidated assets and revenue.

The RJS entities were acquired in

MACH Gen is a significant subsidiary, representing as of December 31, 2015 approximately 10% of Talen Energy's total consolidated assets.

MACH Gen and its subsidiaries were acquired in November 2015.

With respect to Talen Energy Corporation, this annual report does not include an attestation report of Ernst & Young LLP, its independent registered public accounting firm, regarding effectiveness of internal control over financial reporting due to a transition period established by the SEC for newly public companies.

With respect to Talen Energy Supply, this annual report does not include an attestation report of Ernst & Young LLP, its independent registered public accounting firm, regarding effectiveness of internal control over financial reporting based upon rules of the SEC that permit a non-accelerated filer to provide only management's report on internal control over financial reporting in its annual report.

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.

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.

OTHER INFORMATION

Talen Energy Corporation and Talen Energy Supply, LLC

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).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Talen Energy Corporation

Additional information required by this item will be included under the captions "Proposals - Proposal 1:

Election of Directors," "Corporate Governance - Board Committees - Compensation, Governance and Nominating Committee - Governance and Director Nominations," "Security Ownership of Certain Beneficial Owners and Management - Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance - The Board - Code of Ethics," and "Corporate Governance - Board Committees - Audit Committee" in Talen Energy Corporation's Proxy Statement related to the 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and is incorporated herein by reference.

Talen Energy Supply, LLC

Item 10 is omitted as Talen Energy Supply meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K.

EXECUTIVE OFFICERS OF TALEN ENERGY

Executive officers of Talen Energy Corporation are elected annually by its board of directors.

The officers of Talen Energy Corporation are the same for Talen Energy Supply.

Each holds office for a term of one year until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

Listed below are the executive officers of Talen Energy Corporation at December 31, 2015 .

Director, President and Chief Executive Officer

Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Senior Vice President and Chief Commercial Officer

Senior Vice President and Chief Nuclear Officer

Senior Vice President and Chief Administrative Officer

Vice President, General Counsel and Corporate Secretary

Farr has served as Director, President and Chief Executive Officer since June 2015.

He served as president of PPL Energy Supply, LLC (currently known as Talen Energy Supply, LLC) and PPL Generation, LLC (currently known as Talen Energy Generation, LLC) from June 2014 until June 2015.

He also previously served as executive vice president and chief financial officer of PPL Corporation from April 2007 until June 2014.

McGuire has served as Senior Vice President and Chief Financial Officer since June 2015.

In August 2015, Mr.

McGuire assumed the role of acting Chief Accounting Officer.

McGuire, a former investment banker, joined PPL Corporation in 2008 and led the strategic planning function at that company from 2008 until June 2015.

has served as Senior Vice President and Chief Commercial Officer since June 2015.

He served as senior vice president - Fossil and Hydro Generation for PPL Energy Supply, LLC (currently known as Talen Energy Supply, LLC) from August 2014 until June 2015.

Hopf joined PPL Corporation in October 2005 but left in 2008 to accept a position with Public Service Enterprise Group Incorporated (PSEG) as president of its energy marketing and trading subsidiary.

He rejoined PPL EnergyPlus, LLC (currently known as Talen Energy Marketing, LLC) in 2012 and directed coal trading and supply, and later the wholesale marketing function, before being named eastern trading vice president in March 2014.

Rausch has served as Senior Vice President and Chief Nuclear Officer since June 2015.

He served as senior vice president and chief nuclear officer of PPL Generation, LLC (currently known as Talen Generation, LLC) with responsibility for the Susquehanna nuclear plant, from July 2009 until June 2015.

Schinski has served as Senior Vice President and Chief Administrative Officer since June 2015.

He joined PPL Services in 2009 as vice president-chief information officer and served in that role until July 2014.

From July 2014 until June 2015 he served in a vice president role to assist Talen Energy senior management in the transition from PPL Corporation to Talen Energy.

Breme has served as Vice President, General Counsel and Corporate Secretary since June 2015.

He joined PPL Corporation's Office of General Counsel in 2008 from the law firm of Cahill, Gordon & Reindel LLP, where he specialized in corporate law and finance.

At PPL Corporation, he served as counsel from 2008 to 2009, as senior counsel until 2012 and as associate general counsel from 2012 until June 2015.

We have adopted a code of ethics called the “Talen Energy Corporation Code of Business Conduct and Ethics” that applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions.

It can be accessed under the “Governance” tab on the “Investor Relations” section of our website at https://ir.talenenergy.com.

A copy will also be made available in print to any stockholder who requests it.

We also intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of our code of ethics applicable to those individuals by posting such information on our website.

We will disclose the required information within four business days, and such information will remain available on our website for at least a 12-month period.

There have not been any waivers granted to any of our officers or employees to date.

Information contained on or accessible from our website is not, and shall not be deemed to be, incorporated by reference into this Report or any other filings with the SEC.

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

EXECUTIVE COMPENSATION

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

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

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.

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

(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.

(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.

(3) Exhibits:

Incorporated by Reference

Description Form File Number Date of Filing Exhibit Number

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

S-1 333-280341 June 20, 2024 3.1

3.2 Second Amended and Restated Bylaws of Talen Energy Corporation .

S-1 333-280341 June 20, 2024 3.2

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

Form 10- K Table of Contents

Incorporated by Reference

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

10.5 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

2025 Employee Stock Purchase Plan of Talen Energy Corporation.

333-283230 November 14, 2024 10.1

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.

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.

101.INS* Inline XBRL Instance Document.

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

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

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.

104* Cover Page Interactive Data File (embedded within the Inline XBRL document).

________________

* Filed herewith.

** 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.

A copy of any omitted schedule or attachment will be furnished to the SEC upon request.

## Certain private and immaterial portions of the exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K.

TALEN ENERGY CORPORATION

Information for this item will be set forth in the sections entitled "Corporate Governance - Board Compensation," "Corporate Governance - Board Committees - Compensation, Governance and Nominating Committee - Compensation Committee Interlocks and Insider Participation" and "Executive Compensation" in Talen Energy Corporation's Proxy Statement related to the 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and which information is incorporated herein by reference.

Talen Energy Supply, LLC

Item 11 is omitted as Talen Energy Supply meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED UNCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

Operating Revenue $ — $ —

Operating Expenses — —

Operating Income — —

Equity in earnings of TES 998 134

Income (Loss) Before Income Taxes 998 134

Income tax benefit (expense) — —

Net Income (Loss) 998 134

Other comprehensive income (loss) 11 ( 23 )

Comprehensive Income (Loss) $ 1,009 $ 111

Earnings Per Share of Common Stock:

Net Income (Loss) Attributable to Stockholders - Basic $ 18.40 $ 2.27

Net Income (Loss) Attributable to Stockholders - Diluted $ 17.67 $ 2.26

Weighted-Average Number of Common Shares Outstanding - Basic (in thousands) 54,254 59,029

Weighted-Average Number of Common Shares Outstanding - Diluted (in thousands) 56,486 59,399

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

Information for this item will be set forth in the section entitled "Security Ownership of Certain Beneficial Owners and Management - Principal Stockholders" in Talen Energy Corporation's Proxy Statement in connection with its 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and which information is incorporated herein by reference.

In addition, provided below in tabular format is information as of December 31, 2015 , with respect to compensation plans (including individual compensation arrangements) under which equity securities of Talen Energy Corporation are authorized for issuance.

Equity Compensation Plan Information

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights ($)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders (1)

1,415,850 (2)

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED UNCONSOLIDATED BALANCE SHEETS

(Millions of Dollars, except share data) December 31,

2024 December 31,

Investment in TES $ 1,387 $ 2,457

Total Assets $ 1,387 $ 2,457

Total Liabilities $ — $ —

Stockholders’ Equity

Common stock ($ 0.001 par value, 350,000,000 shares authorized) (a)

Additional paid-in capital 1,725 2,346

Accumulated retained earnings (deficit) ( 326 ) 134

Accumulated other comprehensive income (loss) ( 12 ) ( 23 )

Stockholders’ Equity 1,387 2,457

Total Liabilities and Stockholders’ Equity $ 1,387 $ 2,457

__________________

Equity compensation plans not approved by security holders

Includes (a) the Talen Energy Corporation 2015 SIP under which stock options, restricted stock, restricted stock units, performance units and other stock-based awards may be awarded to executive officers and directors of Talen Energy Corporation and its subsidiaries and (b) the Talen Energy Directors Deferred Compensation Plan (DDCP) under which stock units may be awarded to directors of Talen Energy Corporation.

See Note 8 to the Financial Statements for additional information.

Total includes (i) 991,101 stock options, (ii) 265,849 restricted stock units and (iii) 158,900 performance units issued under the SIP.

Represents stock units issued under the DDCP.

The weighted average exercise price relates only to stock options granted under the SIP.

The calculation of the weighted average exercise price does not include outstanding equity awards that are received or exercised for no consideration.

These shares are available for grant as of December 31, 2015 under the SIP.

The total number of shares which may be issued under the SIP is 5,630,000, of which the maximum number of shares for which incentive stock options may be issued is 2,000,000.

These shares are available for grant as of December 31, 2015 under the DDCP.

The total number of shares that have been registered for issuance under the DDCP is 500,000.

Talen Energy Supply, LLC

Item 12 is omitted as Talen Energy Supply meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Talen Energy Corporation

Information for this item will be set forth in the sections entitled "Certain Relationships and Related Party Transactions" and "Corporate Governance - The Board - Director Independence" in Talen Energy Corporation's Proxy Statement in connection with the 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and is incorporated herein by reference.

Talen Energy Supply, LLC

Item 13 is omitted as Talen Energy Supply meets the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K.

PRINCIPAL ACCOUNTING FEES AND SERVICES

(a) Shares issued and outstanding were 45,961,910 and 59,028,843 as of December 31, 2024 (Successor) and December 31, 2023 (Successor), respectively.

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

TALEN ENERGY CORPORATION

Information for this item will be set forth in the section entitled "Corporate Governance - Board Committees - Audit Committee - Fees to the Independent Auditor for 2015 and 2014 " and "Approval of Fees" in Talen Energy Corporation's Proxy Statement in connection with the 2016 Annual Meeting of Stockholders, which will be filed with the SEC not later than 120 days after December 31, 2015 , and which information is incorporated herein by reference.

Talen Energy Supply, LLC

The following table presents an allocation of fees billed, including expenses, by Ernst & Young LLP (EY) to Talen Energy Corporation and PPL (for services prior to June 1, 2015) for the fiscal years ended December 31, 2015 and 2014 , for professional services rendered for the audit of Talen Energy Supply's annual financial statements and for fees billed for other services rendered by EY.

(in thousands)

Audit fees (a)

Audit-related fees (b)

All other fees

Includes estimated fees for the audit of the annual financial statements and the review of the financial statements included in Talen Energy Supply's Quarterly Reports on Form 10-Q (which includes subsidiaries added during 2015, such as Raven, Jade, Sapphire and MACH Gen) and for services in connection with statutory and regulatory filings or engagements, including comfort letters and consents for financings and filings made with the SEC (e.g.

re-marketing of certain financings).

Includes performance of due diligence and consultation services in connections with merger and acquisition activities.

Includes fees for tax advice in connection with merger and acquisition activities as well as tax advice related to capital expenditures on certain hydro-electric plant upgrades and various state and local tax issues.

Approval of Fees The Audit Committee has procedures for pre-approving audit and non-audit services to be provided by the independent auditor.

These procedures are designed to ensure the continued independence of the independent auditor.

More specifically, the use of the independent auditor to perform either audit or non-audit services is prohibited unless specifically approved in advance by the Audit Committee.

As a result, the Audit Committee of Talen Energy Corporation has pre-approved specified services and authorization levels.

All services other than those specified in the procedures and all amounts exceeding the authorization levels are approved in advance by the Chair of the Audit Committee, who serves as the Committee designee to review and approve audit and non-audit related services during the year.

A listing of the approved audit and non-audit services is reviewed with the full Audit Committee no later than its next meeting.

100% of the 2015 and 2014 services provided by EY were pre-approved in accordance with applicable policies.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Talen Energy Corporation and Talen Energy Supply, LLC

(a) The following documents are filed as part of this report:

Financial Statements - Refer to the "Table of Contents" for an index of the financial statements included in this report.

Supplementary Data and Supplemental Financial Statement Schedule - included in response to Item 8.

Schedule I - Talen Energy Corporation's Condensed Unconsolidated Financial Statements

All other schedules are omitted because of the absence of the conditions under which they are required or because the required information is included in the financial statements or notes thereto.

See Exhibit Index immediately following the signature pages.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED UNCONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

Talen Energy Corporation is a holding company whose only material businesses and properties are held through its direct and wholly owned subsidiary, Talen Energy Supply.

Certain of TES’s debt agreements include covenants that restrict the payment of dividends or other distributions to TEC, restricting in excess of 25 % of TEC’s consolidated net assets.

Accordingly, these condensed unconsolidated financial statements and related footnotes have been prepared in accordance with Sections 5-04 and 12-04 of Regulation S-X.

These statements 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 2, 3, and 4 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;

therefore, a statement of cash flows has not been included.

Pursuant to the Internal Revenue Code, TEC and TES are each taxable entities.

TEC files a consolidated U.S.

federal income tax return on behalf of all its subsidiaries.

The provision for income taxes and the effect of any recognition and (or) remeasurement are recognized as if:

(i) TES and its subsidiaries file a consolidated income tax return;

and (ii) TEC files a standalone income tax return.

Additionally, the Company has elected to present accrued excise tax liabilities as a result of the repurchase of TEC common stock on the TES consolidated balance sheets.

Accordingly, substantially all income taxes are recognized at TES.

TEC Indebtedness

For a general description of the material terms of TES’s indebtedness, see Note 13 to the Annual Financial Statements.

The agreements governing TES’s indebtedness restrict the ability of TES and the Subsidiary Guarantors to pay dividends or distributions or otherwise transfer assets to TEC, subject to certain exceptions.

Notable exceptions include the ability to pay dividends or distributions:

(1) in an amount not to exceed the 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

TEC does not have any separate indebtedness, other long-term obligations, or mandatory dividend or redemption requirements of redeemable stocks.

As of December 31, 2024, no cash dividends have been paid to TEC in the last three fiscal years by any other entity.

Commitments and Contingencies

See Note 12 to the Annual Financial Statements for commitments and contingencies of TEC.

FORM 10-K SUMMARY

Form 10- K Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS

Adjusted EBITDA.

Net income (loss) adjusted, among other things, for certain:

(i) nonrecurring charges;

(ii) non-recurring gains;

(iii) non-cash and other items;

(iv) unusual market events;

(v) any depreciation, amortization, or accretion;

(vi) mark-to-market gains or losses;

(vii) gains and losses on the NDT;

(viii) gains and losses on asset sales, dispositions, and asset retirement;

(ix) impairments, obsolescence, and net realizable value charges;

(x) interest expense;

(xi) income taxes;

(xii) legal settlements, liquidated damages, and contractual terminations;

(xiii) development expenses;

(xiv) noncontrolling interests, except where otherwise noted;

and (xv) other adjustments.

Such adjustments are computed consistently with the provisions of our indebtedness to the extent that they can be derived from the financial records of the business.

Pursuant to TES’s 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.

Annual Financial Statements.

The audited Consolidated Balance Sheets of TEC as of December 31, 2024 (Successor) and December 31, 2023 (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);

and the related notes.

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

Asset retirement obligation.

Amazon Web Services, Inc.

and its affiliates.

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.

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.

Bilateral LCF.

The $75 million senior secured bilateral LC facility provided by Barclays Bank PLC.

The Bilateral LCF was terminated in December 2024.

Board of Directors.

The board of directors of Talen Energy Corporation.

Brandon Shores.

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

Brunner Island.

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

Capacity Performance.

The sole class of capacity product that electricity providers within PJM can offer to satisfy PJM’s capacity obligation and thereby receive capacity payments from PJM.

Auctions for this opportunity, generally referred to as capacity auctions, are scheduled by PJM periodically, up to three years in advance of the applicable PJM Capacity Year and in accordance with the terms of PJM’s Tariff and FERC’s orders.

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

Coal Combustion Residuals, including but not limited to fly ash, bottom ash, and gypsum, that are produced from coal-fired electric generation facilities.

A generation facility comprised of four coal-fired generation units located in Colstrip, Montana.

Talen Montana operates Colstrip, owns an undivided interest in Colstrip Unit 3, and has an economic interest in Colstrip Unit 4.

Colstrip Units 1 and 2 were permanently retired in January 2020.

See Note 10 to the Annual Financial Statements for additional information on jointly owned facilities and Talen Montana’s ownership interests in Colstrip.

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.

Credit Facilities.

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

Cumulus Digital.

Cumulus Digital Holdings LLC, a subsidiary of TES that, through its subsidiaries, (i) initially developed the AWS Data Campus;

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

Form 10- K Table of Contents

Cumulus Digital TLF.

The term loan facility under which a subsidiary of Cumulus Digital borrowed $175 million to support the development of Nautilus and the AWS Data Campus.

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

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.

Environmental Protection Agency.

EPA CCR Rule.

The national regulatory standards required by the EPA for the management of CCRs 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.

A cap-and-trade system for both annual and ozone season periods is used to reduce the target pollutants—sulfur dioxide and nitrogen oxides.

CSAPR regulations have been changed over time, and different versions of the regulations have been referred to as the “CSAPR Update,” the “Revised CSAPR Update,” and the “Good Neighbor Plan.”

EPA ELG Rule.

The effluent limitation guidelines, which are national regulatory standards required by the EPA for wastewater discharged from specific industrial categories, including but not limited to coal-fired electric generation facilities, to surface waters and municipal sewage treatment plants.

EPA GHG Rule.

An EPA rule that establishes carbon dioxide limits for new electric generating units and GHG guidelines for certain existing electric generating units.

EPA MATS Rule.

The Mercury and Air Toxics Standards, EPA technology-based emissions standards for mercury and other hazardous air pollutants emitted by generation units with a capacity of more than 25 MWs.

Earnings per share.

The Electric Reliability Council of Texas, operator of the electricity transmission network and electricity energy market in most of Texas .

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

Exchange Act.

The Securities Exchange Act of 1934, as amended.

Federal Energy Regulatory Commission.

Generally Accepted Accounting Principles in the United States.

Gigawatt-hour.

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.

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.

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

Bethel and Martins Creek facilities borro wed $290 million fr om affiliates of MUFG.

The LMBE-MC TLB was repaid in full and terminated in August 2023.

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

Martins Creek.

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

One million British Thermal Units.

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

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.

Net asset value.

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

North American Electric Reliability Corporation.

Nuclear Regulatory Commission.

The nuclear production tax credit under the Inflation Reduction Act.

The following series of Pennsylvania Economic Development Financing Authority (“PEDFA”) Exempt Facilities Revenue Refunding Bonds:

Series 2009A, due December 2038 (“PEDFA 2009A Bonds”);

Series 2009B, due December 2038 (“PEDFA 2009B Bonds”);

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

The PEDFA 2009A Bonds were extinguished in the Restructuring;

the PEDFA 2009B Bonds and PEDFA 2009C Bonds remain outstanding and are guaranteed by certain of the Subsidiary Guarantors.

PJM Interconnection, L.L.C., the RTO that coordinates the movement of wholesale electricity in all or parts of Pennsylvania, New Jersey, Maryland, 10 other states, and the District of Columbia.

PJM BRA (or “BRA”).

PJM Base Residual Auction, a component of PJM’s capacity market intended to secure power supply resources from market participants in advance of the PJM Capacity Year.

It is usually held during the month of May three years prior to the start of the PJM Capacity Year.

Under PJM’s “pay-for-performance” model, generation resources are required to deliver on demand during system emergencies or owe a payment for non-performance.

PJM Capacity Year.

PJM capacity revenues for each delivery year covering the period from June 1 to May 31.

Plan of Reorganization.

The Joint Chapter 11 Plan of Reorganization of Talen Energy Supply, LLC and Its Affiliated Debtors (Docket No.

1206), as subsequently amended, supplemented, or otherwise modified, and any exhibits or schedules thereto.

Property, plant and equipment.

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 $700 million in aggregate revolving loan and LC commitments under the Credit Agreement.

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 Regional Greenhouse Gas Initiative, a mandatory market-based program among certain states, including Maryland, New Jersey and Massachusetts, to cap and reduce carbon dioxide emissions from the power sector.

RGGI requires certain electric power generators to hold allowances equal to their carbon dioxide emissions over a three-year control period.

Pennsylvania has proposed joining this program.

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.

Spent nuclear fuel.

Secured Overnight Financing Rate, a broad measure of the cost of borrowing cash overnight collateralized by U.S.

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.

Subsidiary Guarantors.

The subsidiaries of TES that guarantee:

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

and (ii) the obligations of Talen Energy Marketing under the Secured ISDAs.

Relates to the financial position or results of operations of Talen Energy Corporation for periods after Emergence, or May 18, 2023.

A nuclear-powered generation facility located near Berwick, Pennsylvania.

A subsidiary of Talen Energy Supply operates and owns a 90% undivided interest in Susquehanna.

Talen (or the “Company,” “we,” “us,” or “our”).

(i) for periods after May 17, 2023, Talen Energy Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise;

and (ii) for periods on or before May 17, 2023, Talen Energy Supply and its consolidated subsidiaries, unless the context clearly indicates otherwise.

Talen Energy Corporation (or “TEC”).

Talen Energy Corporation, the parent company of Talen Energy Supply and its consolidated subsidiaries.

Talen Energy Marketing.

Talen Energy Marketing, LLC, a direct subsidiary of Talen Energy Supply that provides energy management services to Talen-owned and operated generation facilities and engages in wholesale commodity marketing activities.

Talen Energy Supply (or “TES”).

Talen Energy Supply, LLC, a direct subsidiary of Talen Energy Corporation that, thorough subsidiaries, indirectly holds all of Talen’s assets and operations.

Talen Montana.

Talen Montana, LLC, a Talen subsidiary that operates Colstrip, owns an undivided interest in Colstrip Unit 3, and is party to a contractual economic sharing agreement for Colstrip Units 3 and 4.

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

and an unaffiliated third party.

The Talen Energy Retirement Plan, Talen’s principal defined-benefit pension plan.

The $580 million (subsequently increased to $870) million senior secured term loan B facility, due May 2030, under the Credit Agreement.

The $850 million senior secured term loan B facility, due December 2031, 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.

The TLC was repaid in full and terminated in December 2024.

The $470 million cash collateralized LC facility under the Credit Agreement.

The TLC LCF was terminated in December 2024.

The Western Electricity Coordinating Council, a non-profit corporation that assures a reliable and secure bulk electric system in the Western Interconnection, covering all or parts of Montana, 13 other U.S.

States, Canada, and Mexico.

Form 10- K Table of Contents

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 27, 2025.

TALEN ENERGY CORPORATION

By /s/ Paul A.

Director, President and Chief Executive Officer

February 26, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

By /s/ Paul A.

Director, President and Chief Executive Officer

By /s/ Jeremy R.

Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Ralph Alexander, Director

Bernthal, Director

Casey Jr., Director

Cox, Director

Goeser, Director

Graham, Director

Hoffman, Director

By /s/ Jeremy R.

McGuire, Attorney-in-fact

February 26, 2016

Talen Energy Supply, LLC

By /s/ Paul A.

Manager, President and Chief Executive Officer

February 26, 2016

By /s/ Paul A.

Manager, President and Chief Executive Officer

By /s/ Jeremy R.

Manager, Senior Vice President, Chief Financial Officer and Chief Accounting Officer

By /s/ Clarence J.

By /s/ Paul M.

February 26, 2016

EXHIBIT INDEX

The following Exhibits indicated by an asterisk are filed herewith.

The balance of the Exhibits has heretofore been filed with the Commission and pursuant to Rule 12(b)-32 are incorporated herein by reference.

Exhibits indicated by a + are filed or listed pursuant to Item 601(b)(10)(iii) of Regulation S-K.

Separation Agreement, dated as of June 9, 2014, among PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Raven Power Holdings LLC, C/R Energy Jade, LLC and Sapphire Power Holdings LLC (incorporated by reference to Exhibit 2.1 to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on June 12, 2014)

Transaction Agreement, dated as of June 9, 2014, among PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Talen Energy Merger Sub, Inc., C/R Energy Jade, LLC, Sapphire Power Holdings LLC and Raven Power Holdings LLC (incorporated by reference to Exhibit 2.2 to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944)) filed on June 12, 2014)

Amendment No.

1, dated as of October 23, 2014, to the Transaction Agreement, dated as of June 9, 2014, among PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Talen Energy Merger Sub, Inc., C/R Energy Jade, LLC, Sapphire Power Holdings LLC and Raven Power Holdings LLC (incorporated by reference to Exhibit 2.3 to Talen Energy Corporation Registration Statement on Form S-1 (File No.

333-199888) filed on November 5, 2014)

Purchase and Sale Agreement, dated as of July 18, 2015, by and among Talen Energy Supply, LLC, the sellers named therein, Silver Oak Capital, LLC, as seller representative and MACH Gen, LLC, with respect to 100% of the membership interests in MACH Gen, LLC (incorporated by reference to Exhibit 2.1 to Talen Energy Corporation Form 8-K Report (File No.

1-37388)) filed on July 20, 2015)

Asset Purchase Agreement, dated as of October 7, 2015, by and between Holtwood, LLC and BIF III Holtwood LLC (incorporated by reference to Exhibit 2.1 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on October 9, 2015)

Amended and Restated Purchase and Sale Agreement, dated as of December 22, 2015, by and between Talen Generation, LLC and TransCanada Facility USA, Inc.

Amended and Restated Certificate of Incorporation of Talen Energy Corporation (incorporated by reference to Exhibit 3.1 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Amended and Restated Bylaws of Talen Energy Corporation (incorporated by reference to Exhibit 3.2 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Certificate of Formation of Talen Energy Supply (f/k/a PPL Energy Supply, LLC) (incorporated by reference to Exhibit 3.1 to PPL Energy Supply, LLC Form S-4 (Registration Statement No.

333-74794) filed on December 7, 2001)

Certificate of Amendment of Talen Energy Supply (f/k/a PPL Energy Supply, LLC) (incorporated by reference to Exhibit 3(c)-2 to PPL Energy Supply, LLC Form 10-K Report (File No.

1-32944) for the year ended December 31, 2011))

Certificate of Amendment of Talen Energy Supply, LLC (f/k/a PPL Energy Supply, LLC) dated June 1, 2015 (incorporated by reference to Exhibit 3.5 to Talen Energy Corporation Form 10-Q Report (File No.

1-37388) for the quarter ended September 30, 2015)

Limited Liability Company Agreement of Talen Energy Supply (f/k/a PPL Energy Supply, LLC) (incorporated by reference to Exhibit 3.2 to PPL Energy Supply, LLC Form S-4 (Registration Statement No.

333-74794) filed on December 7, 2001)

Stockholder Agreement, dated as of June 1, 2015, by and between Raven Power Holdings LLC, C/R Energy Jade, LLC and Sapphire Power Holdings LLC and Talen Energy Corporation (incorporated by reference to Exhibit 4.1 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Indenture, dated as of October 1, 2001, by PPL Energy Supply, LLC and The Bank of New York Mellon, as successor to JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Trustee (incorporated by reference to Exhibit 4.1 to PPL Energy Supply, LLC Form S-4 (Registration Statement No.

333-74794) filed on December 7, 2001)

Supplemental Indenture No.

2, dated as of August 15, 2004, to said Indenture (incorporated by reference to Exhibit 4(h)-4 to PPL Energy Supply, LLC Form 10-K Report (File No.

333-74794) for the year ended December 31, 2004)

Supplemental Indenture No.

3, dated as of October 15, 2005, to said Indenture (incorporated by reference to Exhibit 4(a) to PPL Energy Supply, LLC Form 8-K Report (File No.

333-74794) filed on October 28, 2005)

Form of Note for PPL Energy Supply, LLC's $300 million aggregate principal amount of 5.70% REset Put Securities due 2035 (REPSSM) (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No.

333-74794) filed on October 28, 2005)

Supplemental Indenture No.

4, dated as of May 1, 2006, to said Indenture (incorporated by reference to Exhibit 4(a) to PPL Energy Supply, LLC Form 10-Q Report (File No.

333-74794) for the quarter ended June 30, 2006)

Supplemental Indenture No.

6, dated as of July 1, 2006, to said Indenture (incorporated by reference to Exhibit 4(c) to PPL Energy Supply, LLC Form 10-Q Report (File No.

333-74794) for the quarter ended June 30, 2006)

Supplemental Indenture No.

7, dated as of December 1, 2006, to said Indenture (incorporated by reference to Exhibit 4(f)-10 to PPL Energy Supply, LLC Form 10-K Report (File No.

333-74794) for the year ended December 31, 2006)

Supplemental Indenture No.

8, dated as of December 1, 2007, to said Indenture (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No.

333-74794) filed on December 20, 2007)

Supplemental Indenture No.

9, dated as of March 1, 2008, to said Indenture (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No.

333-74794) filed on March 14, 2008)

Supplemental Indenture No.

10, dated as of July 1, 2008, to said Indenture (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on July 21, 2008)

Supplemental Indenture No.

11, dated as of December 1, 2011, to said Indenture (incorporated by reference to Exhibit 4(a) to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on December 16, 2011)

Supplemental Indenture No.

12, dated as of February 12, 2013, to said Indenture (incorporated by reference to Exhibit 4.1 to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on February 13, 2013)

Supplemental Indenture No.

13, dated as of May 19, 2015, to said Indenture (incorporated by reference to Exhibit 4.1 to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on May 19, 2015)

Officer's Certificate, dated May 19, 2015, pursuant to Supplemental Indenture No.

13, establishing the form and certain terms of the Notes (incorporated by reference to Exhibit 4.2 to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on May 19, 2015)

Form of 6.500% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on May 19, 2015)

Registration Rights Agreement, dated May 19, 2015, among PPL Energy Supply, LLC and Citigroup Global Markets Inc., BNP Paribas Securities Corp, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P.

Morgan Securities LLC and Morgan Stanley & Co.

LLC, as representatives of the initial purchasers (incorporated by reference to Exhibit 4.4 to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on May 19, 2015)

Series 2009A Exempt Facilities Loan Agreement, dated as of April 1, 2009, between PPL Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(a) to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on April 9, 2009)

First Supplement to Series 2009A Exempt Facilities Loan Agreement, dated September 1, 2015, between Talen Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(a) to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on September 1, 2015)

Series 2009B Exempt Facilities Loan Agreement, dated as of April 1, 2009, between PPL Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(b) to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on April 9, 2009)

First Supplement to Series 2009B Exempt Facilities Loan Agreement, dated September 1, 2015, between Talen Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(b) to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on September 1, 2015)

Series 2009C Exempt Facilities Loan Agreement, dated as of April 1, 2009, between PPL Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(c) to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) filed on April 9, 2009)

First Supplement to Series 2009C Exempt Facilities Loan Agreement, dated September 1, 2015, between Talen Energy Supply, LLC and Pennsylvania Economic Development Financing Authority (incorporated by reference to Exhibit 4(c) to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on September 1, 2015)

Indenture, dated as of July 10, 2014, among RJS Power Holdings LLC, the guarantors party thereto and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.16 to Talen Energy Corporation Registration Statement on Form S-1 (File No.

333-199888) filed on November 5, 2014)

Supplemental Indenture No.

1, dated as of June 1, 2015, among PPL Energy Supply, LLC, RJS Power Holdings LLC, RJS Power LLC and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.3 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Third Supplemental Indenture, dated as of February 12, 2013, to Trust Indenture dated as of June 1, 1999, among PPL Ironwood, LLC, The Bank of New York Mellon, as Trustee and The Bank of New York Mellon, as Depositary Bank (incorporated by reference to Exhibit 10(hh) to PPL Corporation Form 10-K Report (File No.

1-11459) for the year ended December 31, 2013)

Employee Matters Agreement, dated as of June 9, 2014, among PPL Corporation, Talen Energy Corporation, C/R Energy Jade, LLC, Sapphire Power Holdings LLC and Raven Power Holdings LLC (incorporated by reference to Exhibit 10.1 to PPL Energy Supply, LLC Form 8-K Report (File No.

1-32944) dated June 12, 2014)

Transition Services Agreement, dated as of June 1, 2015, by and between PPL Corporation and PPL Energy Supply, LLC (incorporated by reference to Exhibit 10.4 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Transition Services Agreement, dated as of May 4, 2015, by and between Topaz Power Management, LP and PPL Energy Supply, LLC (incorporated by reference to Exhibit 10.1 to PPL Energy Supply, LLC Form 8-K Report (File No.

333-199888) filed on May 8, 2015)

Credit Agreement, dated as of June 1, 2015, among PPL Energy Supply, LLC, the lenders and arrangers party thereto and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Guarantee and Collateral Agreement, dated as of June 1, 2015, among PPL Energy Supply, LLC, the subsidiaries of the borrower from time to time party thereto and Citibank, N.A., as collateral trustee (incorporated by reference to Exhibit 10.2 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Collateral Trust and Intercreditor Agreement, dated as of June 1, 2015, among PPL Energy Supply, LLC, the subsidiary guarantors party thereto from time to time and Citibank, N.A., as administrative agent and as collateral trustee (incorporated by reference to Exhibit 10.3 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Secured Energy Marketing and Trading Facility Common Agreement, dated as of November 1, 2010, among PPL EnergyPlus, LLC, PPL Energy Supply, LLC, PPL Brunner Island, LLC, PPL Montour, LLC, Wilmington Trust FSB, as Collateral Agent and the Secured Counterparties thereto (incorporated by reference to Exhibit 10.8 to Talen Energy Corporation Registration Statement on Form S-1 (File No.

333-199888) filed on March 18, 2015)

Open-End Mortgage, Security Agreement and Fixture Filing from PPL Montour, LLC to Wilmington Trust FSB, as Collateral Agent, dated as of October 26, 2010 (incorporated by reference to Exhibit 10(w) to PPL Corporation Form 10-K Report (File No.

1-11459) for the year ended December 31, 2010)

Open-End Mortgage, Security Agreement and Fixture Filing from PPL Brunner Island, LLC to Wilmington Trust FSB, as Collateral Agent, dated as of October 26, 2010 (incorporated by reference to Exhibit 10(x) to PPL Corporation Form 10-K Report (File No.

1-11459) for the year ended December 31, 2010)

Guaranty of PPL Montour, LLC and PPL Brunner Island, LLC, dated as of November 3, 2010, in favor of Wilmington Trust FSB, as Collateral Agent, for itself as Beneficiary and for the Secured Counterparties described therein (incorporated by reference to Exhibit 10(y) to PPL Corporation Form 10-K Report (File No.

1-11459) for the year ended December 31, 2010)

Secured Energy Marketing and Trading Facility Amended and Restated Common Agreement dated as of December 15, 2015 among Talen Energy Marketing, LLC, Talen Energy Supply, LLC, Brunner Island, LLC, Montour, LLC, Wilmington Trust, National Association, as collateral agent, and the secured counterparties thereto (incorporated by reference to Exhibit 10.1 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on December 21, 2015)

First Amendment to Collateral Trust and Intercreditor Agreement dated as of November 13, 2015 among Talen Energy Supply, LLC, the subsidiary guarantors identified on the signature pages thereto and Citibank, N.A., as administrative agent and collateral trustee (incorporated by reference to Exhibit 10.2 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on December 21, 2015)

Accession Agreement dated as of December 15, 2015 among Wilmington Trust, National Association, the credit parties identified on the signature pages thereto and Citibank, N.A, as collateral trustee, as acknowledged by Talen Energy Supply, LLC (incorporated by reference to Exhibit 10.2 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on December 21, 2015)

Amended and Restated Collateral Agency Agreement, dated as of February 12, 2013, among PPL Ironwood, LLC, The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, as Collateral Agent and The Bank of New York Mellon, as Depositary Bank (incorporated by reference to Exhibit 10(gg) to PPL Corporation Form 10-K Report (File No.

1-11459) for the year ended December 31, 2013)

First Lien Credit and Guaranty Agreement, dated as of April 28, 2014, among New MACH Gen, LLC as borrower, the guarantors named therein, the lenders party thereto and CLMG Corp., as administrative agent

First Amendment, dated as of March 30, 2015, to First Lien Credit and Guaranty Agreement, dated as of April 28, 2014, among New MACH Gen, LLC as borrower, the guarantors named therein, the lenders party thereto and CLMG Corp., as administrative agent

First Lien Security Agreement dated as of April 28, 2014 between the Grantors named therein and CLMG Corp., as First Lien Collateral Agent

Collateral Agency and Intercreditor Agreement dated as of April 28, 2014 among New MACH Gen, LLC, the guarantors party thereto, CLMG Corp., as First Lien Administrative Agent, and CLMG Corp., as First Lien Collateral Agent

Talen Energy 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Talen Energy Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Talen Energy Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.7 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Talen Energy Supplemental Compensation Pension Plan (incorporated by reference to Exhibit 10.8 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Talen Energy Executive Severance Plan (incorporated by reference to Exhibit 10.9 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.10 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.11 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Form of Performance Unit Agreement (incorporated by reference to Exhibit 10.12 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on June 2, 2015)

Talen Energy Form of Performance Unit Agreement for Fiscal 2015 Awards (incorporated by reference to Exhibit 10.12 to Amendment No.

1 to Talen Energy Corporation Registration Statement on Form S-1 (File No.

333-207033) filed on October 29, 2015)

Talen Energy Short-Term Incentive Plan (incorporated by reference to Exhibit 10.18 to Amendment No.

1 to Talen Energy's Registration Statement on Form S-1 (File No.

333-207033) filed on October 29, 2015)

Form of Talen Energy 2015 Stock Incentive Plan Restricted Stock Unit Agreement (Matching Grants on Purchased Shares) (incorporated by reference to Exhibit 10.1 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on December 22, 2015)

Form of Talen Energy Corporation Change in Control Severance Protection Agreement (incorporated by reference to Exhibit 10.1 to Talen Energy Corporation Form 8-K Report (File No.

1-37388) filed on December 29, 2015)

Talen Energy Corporation and Subsidiaries Computation of Ratio of Earnings to Fixed Charges

Talen Energy Supply, LLC and Subsidiaries Computation of Ratio of Earnings to Fixed Charges

Subsidiaries of Talen Energy Corporation

Consent of Ernst & Young LLP - Talen Energy Corporation

President and Chief Executive Officer

POWER OF ATTORNEY

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period ended December 31, 2015 filed by the following officers for the following companies:

Talen Energy Corporation's principal executive officer

Talen Energy Corporation's principal financial officer

Talen Energy Supply, LLC's principal executive officer

Talen Energy Supply, LLC's principal financial officer

Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the period ended December 31, 2015 furnished by the following officers for the following companies:

Talen Energy Corporation's principal executive officer and principal financial officer

Talen Energy Supply, LLC's principal executive officer and principal financial officer

XBRL Instance Document for Talen Energy Corporation and Talen Energy Supply, LLC

XBRL Taxonomy Extension Schema for Talen Energy Corporation and Talen Energy Supply, LLC

XBRL Taxonomy Extension Calculation Linkbase for Talen Energy Corporation and Talen Energy Supply, LLC

XBRL Taxonomy Extension Definition Linkbase for Talen Energy Corporation and Talen Energy Supply, LLC

XBRL Taxonomy Extension Label Linkbase for Talen Energy Corporation and Talen Energy Supply, LLC

XBRL Taxonomy Extension Presentation Linkbase for Talen Energy Corporation and Talen Energy Supply, LLC

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark A.

McFarland and Terry L.

Nutt and each of them, as his or her true and lawful agents, proxies, and attorneys-in-fact, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to act on, sign, and file with the Securities and Exchange Commission any and all documents relating to this Report, including any amendments, exhibits, and supplements hereto and other documents in connection herewith or therewith, granting to each of them full power and authority to take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming that each that such agent, proxy, and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 27, 2025.

Signature Title

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

Nutt Chief Financial Officer

(Principal Financial Officer)

/s/ Tony Plagens Chief Accounting Officer

(Principal Accounting Officer)

/s/ Stephen Schaefer Chairperson of the Board and Director

Stephen Schaefer

/s/ Gizman Abbas Director

/s/ Anthony Horton Director

Anthony Horton

/s/ Karen Hyde Director

/s/ Joseph Nigro Director

/s/ Christine Benson Schwartzstein Director

Christine Benson Schwartzstein

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