Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information and Holders
TEC’s common stock trades on the Nasdaq Global Select Market under the ticker symbol “TLN.” As of February 27, 2025, there was one shareholder of record of our common stock. The number of beneficial owners is substantially greater than the number of shareholders of record because all of our common stock is held in “street name” by brokers, banks, and other nominees on behalf of beneficial owners.
Stock Performance Graph
The following performance graph compares cumulative total stockholder return on TEC’s common stock from July 10, 2024, the first day TEC’s common stock began trading on Nasdaq, through December 31, 2024 with the cumulative returns of the S&P 500 Stock Market Index and the S&P 500 Utilities Index over the same period. The performance graph assumes an initial investment of $100 and reinvestment of all dividends in our common stock and in each of the indices. The performance graph and related text are based on historical data and are not necessarily indicative of future performance.
Value of Investment
7/10/2024 12/31/2024
TLN
$ 100.00 $ 158.02
S&P 500
100.00 104.40
S&P Utility
100.00 109.11
The information in this “Stock Performance Graph” section is being furnished solely pursuant to Item 201(e) of Regulation S-K and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other filings with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Dividends
The holders of shares of common stock are entitled to receive dividends and other distributions (payable in cash, property, or capital stock of the Company) when, as, and if declared thereon by the Board of Directors from time-to-time out of any assets or funds of the Company legally available for the payment of dividends and shall share equally on a per share basis in such dividends and distributions. Any future determination regarding the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on then-existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors our Board of Directors may deem relevant. In addition, our ability to pay dividends may be restricted by agreements governing TES’s indebtedness, which place certain limitations on TES’s ability to pay dividends to TEC, and by other agreements we may enter into in the future. See “Item 1A. Risk Factors—Financial and Equity Risks—TEC is a holding company; its ability to obtain funds from its subsidiaries is structurally subordinated to existing and future liabilities and preferred equity of its subsidiaries, and the agreements governing TES’s indebtedness contain certain restrictions on distributions to TEC.”
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F o r m 10- K Table of Contents
Issuer Purchases of Equity Securities
In October 2023, we announced that the Board of Directors approved the SRP, initially authorizing the Company to repurchase up to $300 million of TEC’s outstanding common stock through December 31, 2025. In May 2024, the Board of Directors approved an increase in the then-remaining SRP capacity to $1 billion through the end of 2025. In September 2024, the Board of Directors again approved an increase in the then-remaining SRP capacity to $1.25 billion through December 31, 2026. Repurchases under the SRP may be made from time-to-time, at the Company’s discretion, in open market transactions at prevailing market prices, in negotiated transactions, or by 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 under the SRP from cash on hand. Repurchases will be subject to a number of factors, including the market price of TEC’s common stock, alternative uses of capital, general market and economic conditions, and applicable legal requirements, and the SRP 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 SRP.
In December 2024, the Board of Directors approved the repurchase of 4,893,507 shares of common stock from affiliates of Rubric Capital Management LP for an aggregate purchase price of $1 billion. $850 million of such shares were purchased outside the SRP with the proceeds of indebtedness and the remaining $150 million were purchased under the SRP. See Note 18 to the Annual Financial Statements for additional information on the SRP and other share repurchases.
The following table contains information regarding our purchases of our common stock during each month of 2024:
Monthly Period Total number of shares purchased (a)
Average price paid per share (b)
Total number of shares purchased as part of publicly announced plan (c)
Approximate dollar value that may yet be purchased under the plan (d)
January 225,000 $ 63.17 225,000 $ 286
February — — — 286
March 268,000 90.38 268,000 262
April — — — 262
May — — — 1,000
June 5,280,889 115.99 5,280,889 387
July 2,413,793 116.00 2,413,793 107
August — — — 107
September 146,033 144.83 146,033 1,229
October — — — 1,229
November — — — 1,229
December 4,893,507 204.35 734,026 1,079
Total 13,227,222 $ 147.58 9,067,741 $ 1,079
__________________
(a) Includes 9,067,741 shares repurchased through the SRP, which includes 5,275,862 shares repurchased in an equity tender offer and 3,791,879 shares repurchased in bilateral transactions under the SRP. Also includes 4,159,481 shares repurchased in a bilateral transaction outside of the SRP. See Note 18 to the Annual Financial Statements for additional information on these transactions.
(b) Excludes transaction costs and excise taxes.
(c) Represents shares repurchased under the SRP. See above for a description of the SRP.
(d) Dollars in millions.
ITEM 6. RESERVED
Not Applicable.
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Form 10- K Table of Contents