What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-11-13 compared with 2024-11-14 · 827 added, 851 removed, 806 unchanged (68% of the section changed)

2 unchanged sentences

TVA maintains disclosure controls and procedures designed to ensure that information required to be disclosed by TVA in reports that it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms, and is accumulated and communicated to TVA's management, as appropriate, to allow timely decisions regarding required disclosure.

TVA's management, including the President and Chief Executive Officer, the Executive Vice President and Chief Financial and Strategy Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer) (collectively "management"), evaluated the effectiveness of TVA's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2024.

TVA's management, including the President and Chief Executive Officer ("CEO"), the Executive Vice President and Chief Financial Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer) (collectively "management"), evaluated the effectiveness of TVA's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2025.

Based on this evaluation, management concluded that TVA's disclosure controls and procedures were effective as of September 30, 2025.

4 unchanged sentences

Because of the inherent limitations in all control systems, internal control over financial reporting and systems may not prevent or detect misstatements.

TVA's management, including the President and Chief Executive Officer, the Executive Vice President and Chief Financial and Strategy Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer), evaluated the design and effectiveness of TVA's internal control over financial reporting as of September 30, 2024, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

TVA's management, including the President and CEO, the Executive Vice President and Chief Financial Officer, and members of the Disclosure Control Committee, including the Vice President and Controller (Principal Accounting Officer), evaluated the design and effectiveness of TVA's internal control over financial reporting as of September 30, 2025, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, TVA's management concluded that TVA's internal control over financial reporting was effective as of September 30, 2025.

32 unchanged sentences

2026 CEO Compensation

On November 7, 2024, the TVA Board approved no adjustment to the salary of Chief Executive Officer ("CEO") Jeffrey J.

Lyash for 2025.

The following sets forth the components of Mr.

Lyash's 2025 target total direct compensation ("TDC"), effective October 1, 2024:

The following sets forth the components of Chief Executive Officer ("CEO") Donald A.

Moul's 2026 target total direct compensation ("TDC"), which were approved by the TVA Board on November 12, 2025, and were effective as of October 1, 2025:

• Salary remained the same at $1,200,000.

• Long-term performance ("LTP") grant of $3,983,000, which will vest on September 30, 2027.

• Long-term retention ("LTR") grant of $1,707,000, which will vest in three equal increments on September 30, 2025, September 30, 2026, and September 30, 2027.

No adjustments were made to any other existing elements of compensation for Mr.

Lyash for 2025.

• Executive Annual Incentive Plan ("EAIP") target remained at 110 percent of base salary.

• Long-term performance ("LTP") grant of $2,450,000, w hich will vest on September 30, 2028 .

• Long-term retention ("LTR") gr ant of $1,050,000, whic h will vest in three equal increments on September 30, 2026 , September 30, 2027, and September 30, 2028.

Compensation Adjustments for Other NEOs

On November 7, 2024, CEO Jeffrey J.

Lyash approved compensation adjustments for the following Named Executive Officers ("NEOs") for 2025 .

On November 6, 2025, CEO Donald A.

Moul approved compensation adjustments for the following Named Executive Officers ("NEOs") for 2026.

(Biographical information for each is set out in Item 10, Directors, Executive Officers, and Corporate Governance.) The following sets forth salary increases and incentive awards granted for 2026, effective October 1, 2025:

• Salary increased from $705,000 to $729,675.

• EAIP target increased from 75 percent of base salary to 80 percent of base salary.

• LTP grant of $1,355,000, which will vest on September 30, 2028.

7 unchanged sentences

• Salary increased from $500,000 to $517,500.

• EAIP target increased from 60 percent of base salary to 70 percent of base salary.

• LTP grant of $452,000, which will vest on September 30, 2028.

• LTR grant of $195,000, which will vest in three equal increments on September 30, 2026, September 30, 2027, and September 30, 2028.

In addition, on November 6, 2025, Donald A.

Moul approved a discretionary contribution of $80,000 under the Restoration Plan for Timothy S.

No adjustments were made to any other existing elements of compensation for these NEOs for 2026.

Amendments to Long-Term Incentive Plan and Restoration Plan

On November 6, 2025, the Chair of the People and Governance Committee, with concurrence of the Board Chair, approved amended and restated versions of TVA’s Long-Term Incentive Plan (“LTIP”) and Restoration Plan.

The LTIP was amended to broaden the criteria used to define retirement under the LTIP.

The additional criteria would apply only for involuntary terminations that do not result from gross misconduct and would cover (1) employees who have reached the age of 50 with at least 10 years of full-time TVA service and (2) employees who have at least 20 years of full-time TVA service, regardless of age.

• Restoration Plan.

The Restoration Plan was amended to allow new participants in the Restoration Plan 30 days after becoming participants to update their deferral elections under TVA’s 401(k) plan.

Copies of the amended and restated LTIP and Restoration Plan are attached as exhibits to this Annual Report and are incorporated herein by reference.

The foregoing descriptions are qualified in their entirety by reference to such documents.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

12 unchanged sentences

and the congressional delegations of the states in TVA's service area;

and (ii) seek qualified members from among persons who reflect the diversity, including geographical diversity, and needs of TVA's service area.

and (ii) seek qualified members from among persons who reflect the needs of TVA's service area.

At least seven of the nine TVA Board members must be legal residents of the TVA service area.

Currently, TVA has eight active TVA Board members.

TVA Board members serve five-year terms, and at least one member's term ends each year.

4 unchanged sentences

and establishes a compensation plan for employees.

The TVA Board as of November 13, 2024, consisted of the following eight individuals with their ages and terms of office provided:

The TVA Board now has three members and, thus, is without a quorum.

The TVA Board continues to have all authorities as described in Section 1.6 of the TVA Bylaws to "continue to exercise those powers of the Board which are necessary to assure continuity of operations of [TVA] along the lines established while [TVA] was guided by a quorum of the Board, but shall not have the authority to direct [TVA] into new areas of activity, to embark on new programs, or to change [TVA's] existing direction" ("Section 1.6 Authority").

On July 15, 2025, the TVA Board delegated its Section 1.6 Authority to the CEO, provided that the delegation will become effective only in the event the TVA Board ceases to have any members and, once effective, will extend until the TVA Board regains at least one member, and provided further that the CEO will not have any authority to make decisions affecting the compensation of the CEO.

The TVA Board as of November 12, 2025, consisted of three individuals with their ages and terms of office provided:

Directors Age Year Current Term Began Year Term Expires

Geer 59 2023 2026

Harwell 67 2021 2024

Klein 74 2023 2026

Michelle Moore 52 2023 2026

Noland 56 2020 2024

Renick 71 2023 2027

Wade White 56 2023 2027

Ritch assumed the Board Chair role on November 7, 2023.

Ritch of Huntsville, Alabama, joined the TVA Board in January 2023 and assumed the role of Board Chair in November 2023.

He previously served on the TVA Board from January 2013 to January 2017 and as Board Chair from May 2014 to January 2017.

He has been an attorney at Dentons Sirote, PC, a law firm in Huntsville, Alabama, and its predecessor firm, since June 1982.

He has served as chair of the Redstone Regional Alliance since 1994, as a director of Axometrics, which provides polarization measurement solutions, since 2002, and as a member of the Alabama School of Cyber Technology and Engineering Foundation since 2018.

He formerly served on various corporate boards primarily in the technology, aerospace, and defense industries, including Perkins Technical Services, Inc.

and CAS Inc., as well as many non-profit boards, including

the Board of Trustees of the University of Alabama System, of which he is now a Trustee Emeritus, and the Huntsville/Madison County Chamber of Commerce.

He has received numerous business and community awards and was inducted into the Alabama Business Hall of Fame in 2021.

Geer of Brentwood, Tennessee, joined the TVA Board in January 2023.

She has served as the chief of staff to former Vice President Al Gore since May 2012 and has served on the Nashville Sustainability Advisory Committee since February 2020.

She has extensive policy experience in climate change and environmental justice, having previously served in roles in the Clinton-Gore White House, U.S.

Department of Labor, and the U.S.

Harwell of Nashville, Tennessee, joined the TVA Board in January 2021.

She served as a distinguished visiting professor at Middle Tennessee State University from 2019 to 2022.

She previously served as the speaker of the Tennessee House of Representatives, from 2011 until 2019, while serving as a state representative for the 56 th District of Tennessee for

nearly 30 years.

She has also chaired the Tennessee Republican Party and served as an assistant professor of political science at Belmont University, as well as in a variety of additional roles in both education and public service.

Klein of Chattanooga, Tennessee, joined the TVA Board in January 2023.

He retired in November 2015 as former vice president of the International Brotherhood of Electrical Workers, a role he assumed after a decades-long career as a lineman and foreman for the Electric Power Board of Chattanooga.

He also served as president of the Tennessee Valley Trades and Labor Council for 14 years, as well as on the TVA Labor-Management Committee, and served honorably in the Tennessee Army National Guard.

Moore of Midlothian, Virginia, joined the TVA Board in January 2023.

Since June 2015, she has served as CEO of Groundswell, a nonprofit that builds community power to reduce energy burdens and expand economic opportunity.

She is the author of Rural Renaissance , and from her roots in rural Georgia, she has worked to connect clean energy with affordability and quality of life for more than 25 years, including leading federal sustainability and infrastructure project delivery for the Obama White House.

Noland of Johnson City, Tennessee, joined the TVA Board in December 2020.

Since January 2012, he has served as the ninth president of East Tennessee State University.

He previously served as Chancellor of the West Virginia Higher Education System for six years.

In addition, he serves on the NCAA Division I Board of Directors as well as the boards of Ballad Health and the Bank of Tennessee.

Renick of Ashland, Mississippi, joined the TVA Board in January 2023.

Geer (former director) (2)

Harwell (former director) (3)

Michelle Moore (former director) (4)

Noland (former director) (5)

Ritch (former director) (6)

Renick assumed the Board Chair role on April 1, 2025.

Geer's appointment as a member of the Board ended June 10, 2025.

Harwell's appointment as a member of the Board ended January 3, 2025.

Moore's appointment as a member of the Board ended March 27, 2025.

Noland's appointment as a member of the Board ended January 3, 2025.

Ritch's appointment as a member of the Board ended April 1, 2025.

Renick of Ashland, Mississippi, joined the TVA Board in January 2023 and assumed the role of Board Chair in April 2025.

He served as senior advisor for the Mississippi Office of Workforce Development from July 2021 to June 2022 and served as Workforce Division Director at Three Rivers Planning and Development District in Pontotoc, Mississippi, from June 2008 to June 2021.

1 unchanged sentence

Renick has served in multiple local and state elected and appointed positions, as well as in the private sector.

Klein of Chattanooga, Tennessee, joined the TVA Board in January 2023.

He also served as president of the Tennessee Valley Trades

and Labor Council for 14 years, as well as on the TVA Labor-Management Committee, and served honorably in the Tennessee Army National Guard.

White of Eddyville, Kentucky, joined the TVA Board in January 2023.

4 unchanged sentences

Executive Officers Title Age Employment Commenced

Lyash President and Chief Executive Officer 63 2019

Thomas, III Executive Vice President and Chief Financial and Strategy Officer 60 2005

Moul Executive Vice President and Chief Operating Officer 59 2021

Fountain Executive Vice President and General Counsel 57 2020

Rausch Executive Vice President and Chief Nuclear Officer 60 2018

Jeannette Mills Executive Vice President and Chief Administrative Officer 57 2020

Moul President and Chief Executive Officer 60 2021

Rice Executive Vice President and Chief Financial Officer 45 2002

Tolene Executive Vice President and General Counsel 48 2002

Fisher Executive Vice President and Chief Business Officer 44 2000

Trumm Executive Vice President and Chief Administrative and Human Resources Officer 50 2013

Rasmussen Senior Vice President and Chief Nuclear Officer 46 2002

Clare Senior Vice President, Generation 61 2016

Henrich Senior Vice President, Transmission 48 2003

Bryan Williams Senior Vice President, Generation Projects and Fleet Services 44 2003

Wear Vice President and Controller 57 2008

Lyash has served as TVA's President and CEO since April 2019.

He previously served as the President and Chief Executive Officer of Ontario Power Generation Inc.

("OPG"), an electric utility, from August 2015 until April 2019.

Prior to joining OPG, Mr.

Lyash served as the President of the Power Business Unit of Chicago Bridge & Iron Company N.V., an engineering, procurement, and construction company, from July 2013 to August 2015, as Executive Vice President of Energy Supply for Duke Energy Corporation, an electric utility, from July 2012 to December 2012, and as Executive Vice President of Energy Supply for Progress Energy, Inc.

("Progress Energy"), an electric utility, from June 2010 to July 2012.

Lyash joined Progress Energy (formerly Carolina Power & Light Company) in 1993 and held a number of other positions before assuming the role of Executive Vice President of Energy Supply, including Executive Vice President of Corporate Development from July 2009 to June 2010, President and Chief Executive Officer of Progress Energy Florida, Inc., from June 2006 to July 2009, Senior Vice President of Energy Delivery for Progress Energy Florida, Inc., from November 2003 to June 2006, and Vice President of Transmission for Progress Energy Carolinas, Inc., from January 2002 to October 2003.

He also held a wide range of management and executive roles in Progress Energy's nuclear program, including Operations Manager, Engineering Manager, Plant Manager, and Director of Site Operations.

Lyash began his career in the utility industry in 1981 and worked for Pennsylvania Power & Light before joining the U.S.

Nuclear Regulatory Commission ("NRC"), where he worked from 1984 to 1993.

While at the NRC, Mr.

Lyash held a number of senior technical and management positions and also worked from June 1984 to May 1985 as an engineer at Browns Ferry Nuclear Plant while on loan to TVA.

Thomas was named Executive Vice President and Chief Financial and Strategy Officer ("CFSO") in June 2021.

Thomas served as Executive Vice President and CFO from February 2012 to June 2021, as CFO from June 2010 to February 2012, as Executive Vice President of People and Performance from January 2010 to June 2010, as Senior Vice President, Corporate Governance and Compliance from July 2009 to January 2010, as Controller and Chief Accounting Officer from January 2008 to September 2009, and as the General Manager, Operations Business Services from November 2005 to January 2008.

Prior to joining TVA, Mr.

Thomas was CFO during 2005 for Benson Security Systems.

He was also the Controller of Progress Fuels Corporation from 2003 to 2005 and Controller of Progress Ventures, Inc.

from 2001 to 2002, both subsidiaries of Progress Energy.

Moul was named Executive Vice President and Chief Operating Officer in June 2021.

Moul was named as TVA's President and Chief Executive Officer in April 2025.

He previously served as the Executive Vice President and Chief Operating Officer for TVA from June 2021 to April of 2025.

Before joining TVA, Mr.

5 unchanged sentences

from March 2019 to May 2019, President and Chief Nuclear Officer of FirstEnergy Generation Companies from March 2018 to March 2019, President of FirstEnergy Generation LLC from April 2017 to March 2018, and Senior Vice President, Fossil Operations and Environmental of FirstEnergy Solutions from August 2015 to April 2017.

Fountain was named Executive Vice President and General Counsel in March 2021.

Fountain joined TVA in June 2020 as the Senior Vice President and Vice General Counsel.

Prior to joining TVA, Mr.

Fountain served in various leadership roles for more than 20 years with Duke Energy and predecessor companies Progress Energy and Carolina Power & Light.

Most recently, Mr.

Fountain served as Senior Vice President, Legal, Corporate Secretary, and Chief Ethics and Compliance Officer at Duke Energy from November 2018 to May 2020 and as President of Duke Energy North Carolina from August 2015 to November 2018.

Rausch was named Executive Vice President and Chief Nuclear Officer in November 2020.

Rausch joined TVA in October 2018 as Senior Vice President and Chief Nuclear Officer.

Before joining TVA, Mr.

Rausch served as the Senior Vice President and Chief Nuclear Officer of Talen Energy Corporation from June 2015 until September 2018 and as the Senior Vice President and Chief Nuclear Officer of PPL Generation, LLC from July 2009 to June 2015.

Rausch has 25 years of experience in virtually all the disciplines of the nuclear power industry, including roles as Site Vice President, Plant General Manager, and Director of Engineering.

Mills was named TVA's Executive Vice President and Chief Administrative Officer in August 2024.

Mills joined TVA in February 2020 as the Executive Vice President and Chief External Relations Officer.

Prior to joining TVA, Ms.

Mills served as the Senior Vice President of Safety, Health, Environmental and Assurance for the U.S.

region at National Grid Group, the United Kingdom's largest investor-owned utility, from March 2017 to February 2020.

She also served as a Commissioner on the Maryland Public Service Commission, providing regulatory oversight of gas, electric, telephone, water, sewage disposal, and transportation companies, from June 2015 to March 2017.

Mills spent 25 years of her career at Baltimore Gas and Electric, starting as an associate engineer and steadily progressing through positions of increasing responsibility to ultimately serve as Vice President, Customer Operations and Chief Customer Officer from 2008 to 2013.

Rice was named TVA’s Executive Vice President and Chief Financial Officer in July 2025.

Rice joined TVA in 2002 and has served in a variety of leadership roles, including Senior Vice President and Chief Financial Officer from January 2025 to July 2025, Senior Vice President of Finance from August 2024 to January 2025, Vice President, Treasurer and Chief Risk Officer from August 2023 to August 2024, Vice President of Financial Operations and Performance from October 2018 to August 2023, and Director of Business Planning and Analysis from June 2017 to October 2018.

Tolene was named TVA’s Executive Vice President and General Counsel in April 2025.

Tolene joined TVA in 2002 and has served in a variety of leadership roles, including Senior Vice President of River System and Environment from January 2025 to April 2025, Vice President and Chief of Staff to TVA Board Services from November 2023 to January 2025, Vice President of Environment from June 2019 to November 2023, Vice President of Supply Chain from March 2018 to June 2019, Vice President and Deputy General Counsel from October 2015 to March 2018, and Vice President of Natural Resources from October 2013 to October 2015.

Fisher was named TVA's Executive Vice President and Chief Business Officer of Business Operations in July 2025.

Fisher joined TVA in 2000 and has served in a variety of leadership roles, including Chief Commercial, Communications, and Customer Officer and Senior Vice President of Commercial, Communications, and Customer Affairs from April 2025 to July 2025, Chief Commercial Officer and Senior Vice President of Commercial Energy Solutions from August 2023 to April 2025, Chief Information and Digital Officer and Vice President, Technology and Innovation from February 2019 to August 2023, Director of IT Planning and Operations from July 2017 to February 2019, Director of Business Development from April 2015 to June 2017, and Director of IT Infrastructure Delivery from January 2014 to April 2015.

Trumm was named Executive Vice President and Chief Administrative and Human Resources Officer in July 2025.

Trumm joined TVA in 2013 and has served in a variety of leadership roles, including as Vice President, Chief Human Resources Officer and Labor Relations from April 2025 to July 2025, Vice President of Labor Relations, Safety, and Workforce Development from March 2024 to April 2025, Vice President of Labor Supply and Partnerships from July 2023 to April 2024, Director of Labor and Employee Relations from October 2020 to July 2023, and Director of Labor Relations from January 2020 to October 2020.

Rasmussen was named Senior Vice President and Chief Nuclear Officer in July 2025.

Rasmussen joined TVA in 2002 and has served in a variety of leadership roles including Senior Vice President of Nuclear Operations from October 2024 to August 2025, Senior Vice President of Engineering and Operations Support from January 2023 to October 2024, Vice President of Engineering and Operations Support from August 2022 to January 2023, Site Vice President of Browns Ferry Nuclear Plant from October 2020 to August 2022, and Site Vice President of Sequoyah Nuclear Plant from March 2019 to October 2020.

Clare was named Senior Vice President of Generation in April 2025.

Clare joined TVA in 2016 and has served in a variety of leadership roles including Senior Vice President of Power Operations from January 2024 to April 2025, Vice President of Power Operations Performance Improvement from July 2023 to January 2024, Vice President of River and Resources Stewardship from May 2021 to July 2023, Vice President of Hydro and Gas Operations from October 2017 to May 2021, and Vice President of Coal and Gas Operations from November 2016 to October 2017.

Henrich was named Senior Vice President of Transmission in July 2025.

Henrich joined TVA in 2003 and has served a variety of leadership roles, including Senior Vice President of Grid from January 2025 to July 2025, Vice President of Transmission Operations and Power Supply from June 2020 to January 2025, Director of Resource Planning and Strategy from February 2019 to June 2020, and General Manager of Balancing Authority and Resource Operations from January 2017 to February 2019.

Williams was named Senior Vice President of Generation Projects and Fleet Services in February of 2022.

Williams joined TVA in 2003 and has served a variety of leadership roles including as Vice President of Generation Services from June 2020 to February 2022, as Vice President of Generation Projects and Shop Services from April 2019 to June 2020, Director of Transmission Engineering and Construction from May 2017 to April 2019, and General Manager of Partner Alliance and Support from April 2014 to April 2017.

Wear has served as TVA's Vice President and Controller since March 2012.

23 unchanged sentences

It also reviews and considers input from the TVA Inspector General to ensure TVA investigates and reports transparently about its financial and legal obligations.

Current members include L.

Michelle Moore (Chair), Beth P.

Geer, and William J.

Current members include A.

Wade White (Chair), Robert P.

Klein, and William J.

As discussed above, TVA directors are appointed by the President of the United States with the advice and consent of the U.S.

7 unchanged sentences

Involvement includes TVA's regulatory policy, natural resource management, economic development, government relations, federal advisory councils, and emerging social issues.

Current members include Beth H.

Harwell (Chair), Beth P.

Greer, and William J.

Current members include William J.

Renick (Chair).

The Operations and Nuclear Oversight Committee helps ensure the safety and effectiveness of TVA's power system generation and transmission assets by overseeing operational performance and planning.

1 unchanged sentence

Current members include Robert P.

Klein (Chair), L.

Michelle Moore, and A.

The People and Governance Committee has a primary focus on people and the creation of a culture that lives up to TVA's values and seeks to ensure optimal performance and sustainability of the enterprise.

The committee reviews key components of the people framework such as inclusion with diversity, talent, engagement, total rewards, and labor relations.

Klein (Chair) and A.

The People and Governance Committee has a primary focus on people and the creation of a culture that lives up to TVA's values to ensure optimal performance and sustainability of the enterprise.

The committee reviews key components of the people framework such as talent, engagement, total rewards, and labor relations.

Another key function of this committee is Board governance.

Current members include Brian E.

Noland (Chair), Beth H.

Harwell, Robert P.

Klein, and Joe H.

Current members include Robert P.

Klein (Chair).

The Finance, Rates, and Portfolio Committee oversees electricity rates, annual budget, major contracts, energy resource portfolio planning, commercial programs and products, technology, innovation, and research programs.

1 unchanged sentence

Current members include A.

Wade White (Chair), Brian E.

Noland, William J.

Renick, and Joe H.

Wade White (Chair) and William J.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("CD&A") provides information on the objectives, goals, and structure of TVA's executive compensation program and the 2024 compensation awarded to TVA's CEO, CFSO, and the three other most highly compensated executive officers serving at the end of 2024.

This Compensation Discussion and Analysis ("CD&A") provides information on the objectives, goals, and structure of TVA's executive compensation program and the 2025 compensation awarded to TVA's CEO and CFO, TVA's retired CEO and CFSO, the three other most highly compensated employees serving as executive officers at the end of 2025, and the two most highly compensated employees who served as executive officers during 2025 but were not serving as executive officers at the end of 2025.

Collectively, these officers are TVA's 2025 Named Executive Officers ("NEOs"):

1 unchanged sentence

Date Position

Lyash President and Chief Executive Officer 2019 2019

Thomas, III Executive Vice President and Chief Financial and Strategy Officer

Moul Executive Vice President and Chief Operating Officer

Fountain Executive Vice President and General Counsel

Rausch Executive Vice President and Chief Nuclear Officer

Thomas was named Executive Vice President and Chief Financial and Strategy Officer ("CFSO") in June 2021 and has held the Chief Financial Officer position since June 2010.

President and Chief Executive Officer 2021 2025

Retired President and Chief Executive Officer 2019 2019

Executive Vice President and Chief Financial Officer 2002 2025

Thomas, III (4)

Retired Executive Vice President and Chief Financial and Strategy Officer 2005 2010

Rasmussen Senior Vice President and Chief Nuclear Officer 2002 2025

Tolene Executive Vice President and General Counsel 2002 2025

Fisher Executive Vice President and Chief Business Officer 2000 2025

Retiring Executive Vice President and Chief Nuclear Officer 2018 2020

Former Executive Vice President and General Counsel 2020 2021

Moul was named President and Chief Executive Officer effective April 9, 2025.

(2) On January 29, 2025, Mr.

Lyash gave notice to the TVA Board of his intent to retire.

The TVA Board conducted a search for a new CEO, and Mr.

Moul was selected effective April 9, 2025.

Lyash assisted with the CEO transition and retired effective May 1, 2025.

Rice was named Senior Vice President and Chief Financial Officer effective January 27, 2025, and his title changed to Executive Vice President and Chief Financial Officer effective July 28, 2025.

Thomas was named Executive Vice President and Chief Financial and Strategy Officer ("CFSO") in June 2021 and held the Chief Financial Officer position since June 2010.

He retired on March 8, 2025.

Rausch was named Executive Vice President and Chief Nuclear Officer in October 2018.

On July 14, 2025, Mr.

Rausch informed Mr.

Moul of his intention to separate from service no later than March 1, 2026.

As of September 30, 2025, Mr.

Rausch was not performing the functions of an executive officer.

Fountain separated from service from TVA on June 1, 2025.

Executive Summary

Financial Performance Highlights Related to Incentive Plans.

For 2025, the scorecard results for the Executive Annual Incentive Plan ("EAIP") were 145.6 percent of the target opportunity, except for the retired CEO, for whom the scorecard results were 114.8 percent.

The following factors contributed to overall performance:

• Achieved top decile performance in Serious Injury Incident Rate;

• Remained in sound financial health;

• Strong combined cycle, hydro, and coal reliability performance achieved during record demand peaks;

• Lower than threshold Nuclear Performance Indicator due to unplanned outages and derates at all sites.

In addition, for the three-year performance cycle ending September 30, 2025, the TVA Board approved a Long-Term Performance (“LTP”) payout of 98 percent of the target opportunity for all participants except for the retired CEO.

For the retired CEO, the TVA Board approved a payout of 83 percent, which reflects the LTP Scorecard range of 0 percent to 150 percent for the retired CEO.

The following factors contributed to overall performance:

• Maintained competitiveness in total effective power rates;

• Strengthened the grid with several enhancements, including installations of 114 miles of transmission line and 249 miles of fiber;

• Strong transmission system reliability performance;

• Strong customer survey results;

• Lower than threshold External Performance Indicators for the TVA Nuclear Fleet due to unplanned outages and derates at all sites.

Changes to Compensation Plans.

On January 30, 2025, TVA amended and restated the EAIP to eliminate the use of the corporate multiplier and to authorize the TVA Board to utilize a standard discretionary range to adjust the scorecard achievement by plus or minus 20 percent beginning with the 2025 performance cycle.

This standard discretionary range allows the TVA Board to account for extraordinary events or significant occurrences that impact TVA’s performance, among other things.

In addition, on March 25, 2025, in connection with approving the appointment of Mr.

Moul as President and CEO, the TVA Board approved amendments to the EAIP, the Long-Term Incentive Plan ("LTIP"), and the Executive Severance Plan

(“ESP”) that will impact payouts under these plans to any CEO appointed by the TVA Board on or after March 25, 2025, which includes Mr.

The EAIP was amended to (1) increase the scorecard achievement range for the CEO from (a) 0% to 150% to (b) 0% to 200% and (2) increase the maximum payout for the CEO from 150% to 225% of the CEO’s target EAIP award.

The LTIP was amended to (1) increase the scorecard achievement range for the CEO from (a) 0% to 150% to (b) 0% to 200% and (2) increase the maximum LTP award for the CEO from 150% to 200% of the LTP grant unless a different maximum is approved by an authorized party.

The ESP was amended to provide that the cash separation payment for the CEO will be calculated by multiplying the severance multiple by (a) the sum of annual salary and target EAIP rather than (b) annual salary.

These changes are designed to align the scorecard achievement ranges and maximum awards for the CEO under the EAIP and LTIP, as well as the formula for calculating cash severance payments, with those applicable to other executives.

Departure of NEOs .

During 2025, Mr.

Lyash and Mr.

Thomas both retired, Mr.

Fountain's tenure ended, and Mr.

Rausch announced his intention to separate from service in 2026.

See Potential Payments on Account of Resignation, Retirement, Termination without Cause, Termination with Cause, Death, or Disability for information regarding amounts that these individuals received or will receive in connection with their separation from service.

TVA's Executive Compensation Philosophy

TVA has a public mission - one that is uniquely focused on serving the people of the Tennessee Valley and making those lives better.

TVA aims to achieve its mission by attracting, retaining, and motivating highly qualified and committed executives to guide the organization's strategy, performance, and public power mission.

Given the nature and scale of its operations, TVA competes with large investor-owned utilities ("IOUs") to attract and retain talent.

To effectively fulfill its public power mission, TVA must provide market-based, competitive compensation levels to drive superior performance and execution of ambitious multi-year objectives aligned with TVA's public power mission.

TVA has a public mission — one that is uniquely focused on serving the people of the Tennessee Valley and making their lives better.

TVA's pay philosophy aims to strike a balance by competing with investor-owned utilities ("IOUs") to attract, retain, and motivate highly qualified and committed executives while also fulfilling its commitments to the public power mission.

TVA’s Compensation Plan as adopted by the TVA Board is designed to:

• Align compensation with TVA performance and productivity improvement.

• Set performance goals that are aligned with TVA's strategic priorities - See 2024 Performance Goals and Performance Achievements.

• Set performance goals that are aligned with TVA's strategic priorities.

• Provide market-based, competitive compensation levels so TVA can attract, retain, and motivate highly competent employees.

Total direct compensation ("TDC"), which includes annual cash and short- and long-term incentives, generally is set by considering several factors, including reference to the median (50th percentile) of the relevant labor market, as well as factors such as individual performance, experience, and internal equity.

Total direct compensation ("TDC"), which includes annual cash and short-term and long-term incentives, generally is set by considering several factors, including reference to the median (50th percentile) of the relevant labor market, as well as factors such as individual performance, experience, and internal equity.

Executives may be positioned above or below the median based on labor market conditions and other factors such as tenure in the role.

See Compensation Setting Process - Establishing Competitive Compensation - Use of Market Data and Benchmarking for a discussion of benchmarking practices and competitive compensation decisions at TVA.

• Motivate and reward short-term and long-term performance by providing a mix of salary and performance-based short-term and long-term incentives, typically targeting a majority portion of long-term compensation in the form of at-risk, performance-based compensation.

The TVA Board follows the requirements of the TVA Act, which includes the approval of a compensation plan and other notable considerations:

See Establishing Competitive Compensation for a discussion of benchmarking practices and competitive compensation decisions at TVA.

• Motivate and reward short-term and long-term performance by providing a mix of short-term and long-term incentives and placing a greater emphasis on long-term incentives for executives in the form of at-risk, performance-based compensation.

The TVA Board follows the requirements of the TVA Act, which include the approval of a compensation plan and other notable considerations:

• Compensation will be based on an annual survey of benchmark compensation for similar positions in private industry, including engineering and electric energy companies, publicly owned electric companies, and federal, state, and local governments;

• Compensation will take into account education, experience, level of responsibility, geographic differences, and retention and recruitment needs.

Notable 2024 Actions

The following are key compensation actions and plan amendments for 2024:

TVA Executive Severance Plan

On January 26, 2024, TVA’s Executive Severance Plan ("Severance Plan") was amended and restated to eliminate the additional severance benefits available to NEOs and other participants in connection with a change in control of TVA.

Following a review by the People and Governance Committee (the "Committee") and the TVA Board, it was determined that TVA's Severance Plan did not need to include change in control provisions to remain competitive with its peers, based on factors unique to TVA's public power model.

Compensation Board Practice, TVA Compensation Plan, and Supplemental Plans

On May 9, 2024, the TVA Board adopted the TVA Employee Compensation Board Practice (“Board Practice”) to clarify the roles and responsibilities of the TVA Board, the Committee, and management with respect to compensation matters.

In addition, the TVA Board approved amended and restated versions of the TVA Compensation Plan and the following supplemental compensation plans to, among other things, reflect the principles set forth in the Board Practice:

(1) Executive Annual Incentive Plan (“EAIP”), (2) Long-Term Incentive Plan (“LTIP”), (3) Severance Plan, (4) Supplemental Executive Retirement Plan, (5) Deferred Compensation Plan, and (6) Restoration Plan.

Three of the above supplemental plans (EAIP, LTIP, and Severance Plan) were amended and restated to reduce the amounts that TVA’s CEO may receive under these plans.

• Under both incentive plans (EAIP and LTIP), the potential maximum earned payout achievement was reduced from 200 percent to 150 percent of the CEO's target opportunity.

• Under the Severance Plan, the CEO's cash severance was reduced as a result of a change in the cash severance formula from (1) 1.5 times the sum of the CEO's salary and target EAIP to (2) 1.0 times the CEO's salary.

The above changes are a cumulative result of specific recommendations presented to the Committee by the Executive Compensation Task Force ("ECTF"), which was created in December 2023 and consisted of a subset of members of the TVA Board.

The ECTF focused its review and subsequent recommendations on Board governance and oversight with respect to executive compensation, CEO participation in TVA plans, and management's process for communicating compensation matters to the Committee and Board regarding CEO payouts under TVA plans.

The Committee believes the above changes are appropriate in light of TVA's public service mission.

Amendment to Compensation Board Practice

On August 22, 2024, the TVA Board approved amendments to the Board Practice adopted on May 9, 2024, to allow the CEO to approve compensation of his or her executive direct reports within ranges of total compensation that are approved annually by the Chair of the Committee.

These amendments are designed to ensure that the TVA Board, through the Chair of the Committee, maintains appropriate oversight while allowing the CEO flexibility to implement his or her own compensation decisions.

TVA Board Actions Related to Compensation

On September 17, 2024, the TVA Board (1) established 2024 EAIP performance measures and goals for the CEO, (2) established 2025 corporate performance measures and goals for the Enterprise Scorecard for the Winning Performance Team Incentive Plan (“WPTIP”) and EAIP, (3) established performance measures and goals for the 2024-2026 and 2025-2027 performance cycles under the LTIP, and (4) approved amendments to the WPTIP and EAIP that would eliminate the use of the corporate multiplier and would authorize the TVA Board to utilize a standard discretionary range to adjust the scorecard achievement by plus or minus 20 percent beginning with the 2025 performance cycle.

This standard discretionary range allows the TVA Board to account for extraordinary events or significant occurrences that impact TVA's performance.

TVA's Executive Compensation Program Aligns Pay with Performance

Two-thirds of the CEO's target TDC is performance-based and at risk, based on achievement of performance goals that further advance TVA's mission and strategic objectives.

More than half of the other NEOs' target TDC opportunity is performance-based and at risk.

Nearly two-thirds of the CEO's target TDC is performance-based and at-risk, based on achievement of performance goals that further advance TVA's mission and strategic objectives.

Approximately half of the other NEOs' target TDC opportunity is performance-based and at-risk.

This alignment of compensation with performance also results in compensation being aligned with value delivered to TVA's stakeholders, including LPCs, businesses, and communities, and to the economy of the Tennessee Valley.

Compensation Setting Process

Salary Long-Term Performance Award

Long-Term Retention Award Annual Performance Award

(1) CEO Target TDC Compensation Mix chart reflects the mix for Mr.

(2) Other NEO Target TDC Compensation Mix chart does not include retired, retiring, or former NEOs that are discussed in this document.

Performance Goals and Performance Achievement

Strategic Priorities Incentive Compensation Measures (1)

A significant portion of each NEO's compensation is based on company performance and influenced by individual performance achievements.

As a result, a majority of NEO compensation is at-risk, providing incentive for the executive to achieve superior performance for TVA and for the businesses, communities, and residents it serves, both in the short term and in the years to come.

Incentive compensation is provided to NEOs under the EAIP and LTIP.

Each incentive program is described below.

People Advantage

Amplifying the energy, passion, and creativity within each TVA employee

Safety — Serious Injury Incident Rate ("SIIR")

Building on TVA's best-in-class reputation for reliable service and competitively priced power

External Performance Indicators for the TVA Nuclear Fleet

Nuclear Performance Indicator

Power Operations Performance Indicator

• Combined Cycle Equivalent Forced Outage Rate

• Hydro Equivalent Forced Outage Rate

• Coal Equivalent Forced Outage Rate

• Combustion Turbine Economic Starting Reliability

Transmission Performance Indicator

• Load Not Served

• Outages per Hundred Miles per Year

• Connection Point Interruption Frequency

Financial Strength

Investing in TVA's future, while keeping energy costs as low as possible

SBU Controllable O&M and Base Capital Spend

Non-Fuel Delivered Cost of Power

Powerful Partnerships

Promoting progress through the shared success of TVA's customers and stakeholders

Powerful Partnerships Survey

Igniting Innovation

Pursuing innovative solutions for TVA, its customers, and its communities

(1) Incentive compensation measures align with strategic priorities and are further described below in Total Direct Compensation — Executive Annual Incentive Plan — 2025 EAIP Performance Measures and — Long-Term Incentive Plan.

Establishing Compensation and Governance Practices

The TVA Board, under the authority of the TVA Act, has responsibility for establishing compensation for TVA employees, including the NEOs.

The TVA Board is directed under Section 2 of the TVA Act to establish a plan that specifies all compensation (such as salary and any other pay, benefits, incentives, or other form of remuneration) for the CEO and TVA employees.

The TVA Board is directed under Section 2 of the TVA Act to establish a plan that specifies all compensation (such as salary and any other pay, benefits, incentives, or other forms of remuneration) for the CEO and TVA employees.

The TVA Act also provides that the TVA Board will annually approve all compensation (such as salary and any other pay, benefits, incentives, or other forms of remuneration) for all managers and technical personnel who report directly to the CEO (including any adjustments to compensation).

Under the authority of the TVA Act, the TVA Board, its Committee, and individual TVA Board members are all involved in compensation matters.

The TVA Board has taken the following actions to delegate authority with respect to compensation:

Delegation to Committee

• Oversee executive compensation pursuant to the Compensation Plan.

• Review this CD&A and recommend approval to the TVA Board.

• Review and make critical recommendations to the TVA Board, as reflected in Compensation Setting Process - Compensation Setting - Annual Roles and Responsibility.

Delegation to TVA Committee Chair

• Establish annual performance goals of the CEO, with concurrence of the TVA Board Chair and input from other members of the TVA Board, as appropriate.

• Determine the CEO’s annual performance rating in accordance with the approved goals, with concurrence of the TVA B oard Chair and input from other members of the TVA Board, as appropriate.

• Approve, with concurrence of the TVA Board Chair, the terms of any non-salary compensation benefits applicable to the CEO under supplemental compensation plans.

• Annually approve total compensation ranges for the CEO's executive direct reports following review by the Committee.

Delegation to CEO

• Following annual approval of total compensation ranges by the Committee Chair, set or adjust the total eligible compensation of the CEO's present or future executive direct reports within such ranges after informing the Committee's independent compensation consultant and the Committee Chair.

The Committee Chair has discretion to reject any compensation actions proposed by the CEO pursuant to this section.

• Approve individual performance goals for the CEO's direct reports.

• Evaluate and rate the performance of the CEO's direct reports during the year against approved performance goals and adopt any individual multiplier, in consultation with the Committee.

Review CEO direct reports' performance with the Committee, prior to finalizing end of year payout for the CEO's direct reports, and inform the Committee of any discretion under consideration.

Determine final payouts under supplemental compensation plans after informing the Committee Chair and the Committee's independent compensation consultant.

• Approve, or delegate to others the authority to approve, the terms of supplemental compensation plans when the CEO is not a participant in the plan.

The TVA Board retains the authority to amend or terminate supplemental compensation plans at its discretion.

• Approve, or delegate to others the authority to approve, the salaries of employees whose annual salaries would be in excess of Level IV of the Executive Schedule of the U.S.

Government ($191,900 in 2024) for anyone except the CEO, the Inspector General, and the CEO direct reports (except to the extent described in the first bullet of this section), provided that the CEO provides the Committee a list of names and salaries of all such employees for its review at least once annually.

• Approve, or delegate to others the authority to approve, all compensation matters that are not specifically reserved to the TVA Board, a member of the TVA Board, or the Committee.

Role of Compensation Consultant

The Committee engaged the independent consulting firm Frederic W.

Cook & Co., Inc.

("FW Cook") to help with evaluating TVA’s 2024 competitive compensation decisions, peer group, and benchmarking processes.

The TVA Board has established a People and Governance Committee (the “Committee”) that is responsible for, among other things, recommending to the TVA Board payouts to the CEO under supplemental compensation plans;

reviewing and making recommendations to the TVA Board regarding TVA’s executive and TVA-wide performance incentive plans and the goals and measures for those plans;

reviewing the TVA Compensation Plan at least once annually and recommending any changes to the TVA Board;

periodically reviewing the compensation and benefits programs for all TVA employees;

and reviewing this CD&A and recommending to the TVA Board whether the CD&A should be included in this Annual Report.

The CEO is authorized to approve, or delegate to others the authority to approve, compensation matters that are not specifically reserved to the TVA Board, a member of the TVA Board, or the Committee.

The Committee engaged the independent consulting firm Meridian Compensation Partners, LLC ("Meridian") to help evaluate TVA’s 2025 competitive compensation decisions, peer group, and benchmarking processes.

The Committee assessed certain independence factors and determined the firm's work raised no potential conflict of interest.

In June 2024, the TVA Board engaged Meridian Compensation Partners (“Meridian”) to perform services previously provided by FW Cook, who ceased providing services to the TVA Board in June 2024.

Compensation Setting – Annual Roles and Responsibilities

The following chart sets forth the roles of the TVA Board, Board Chair, Committee, Committee Chair, and CEO, and typical timeframe, in setting compensation for the NEOs.

What When How

Compensation Governance January • Committee reviews and evaluates independent compensation consultant.

April - September • Committee reviews TVA Compensation Plan, peer group, and benchmarking process and recommends any changes to the TVA Board.

• TVA Board reviews and approves any changes to compensation governance.

• TVA Board reviews and approves any amendments or changes to supplemental compensation plans (e.g., short-term incentive ("STI") and long-term incentive ("LTI")) when the CEO is a participant.

• CEO reviews and approves any changes to supplemental compensation plans when the CEO is not a participant.

• TVA Board retains the authority to amend or terminate supplemental compensation plans at its discretion.

Executive Schedule ("ES") Level IV January - February • The TVA Board has delegated to the CEO the authority to approve, or delegate to others the authority to approve, the salaries of employees whose annual salaries would be in excess of ES Level IV ($19 1,900 for 2024) for anyone except the CEO, the Inspector General, and the CEO direct reports (except when approval for CEO direct reports has been delegated to the CEO).

• The CEO provides the Committee a list of names and salaries for all such employees at least once annually for its review.

Incentive Plan Measures and

Goals January - October • Committee monitors performance quarterly, including CEO compensation forecast.

April • Committee reviews proposed performance measures for next fiscal year ("FY").

July - August • CEO recommends STI enterprise and corporate multiplier measures and goals and LTI measures and goals for upcoming cycles.

• Committee reviews and recommends to the TVA Board the STI enterprise and corporate multiplier measures and goals and LTIP performance measures and goals for upcoming cycles.

• TVA Board approves STI enterprise and corporate multiplier measures and goals and LTIP performance measures and goals for upcoming cycles.

Short-Term Incentive Plans and Corporate Multiplier

October - November • Committee qualitatively assesses performance compared to target and recommends final corporate multiplier between 0 and 1.1 and final STI payout for the past FY to the TVA Board.

• TVA Board qualitatively assesses performance compared to target to determine final corporate multiplier between 0 and 1.1 and approves final STI payout for the past FY.

Incentive Plan ("LTIP") –

Long-Term Performance ("LTP") Component October - November • Committee qualitatively assesses performance compared to target and recommends final LTIP payout percentage for cycle ending in the past FY to the TVA Board.

• TVA Board qualitatively assesses performance compared to target to determine final LTIP payout percentage for cycle ending in the past FY.

• TVA Board has the discretionary authority to review the results of performance measures and goals and to approve any adjustments to payouts in appropriate circumstances.

Evaluation September - November • Individual TVA Board members complete and return CEO performance assessments to TVA's Compensation organization.

• TVA's Compensation organization summarizes comments and information and presents assessment results to the Committee Chair.

• Committee Chair, with concurrence of the TVA Board Chair and input from other TVA Board members, as appropriate, determines the CEO's annual performance rating in accordance with the approved goals.

• Committee Chair informs EVP, Chief Administrative Officer, or VP, Chief Human Resources Officer, he/she has evaluated the CEO's performance and provides the final assessment results.

• Committee Chair informs CEO of his/her performance evaluation.

Adjustment October - November • Committee reviews the compensation consultant's benchmarking and market analysis report.

• Committee decides whether to recommend compensation adjustments for the CEO for the next FY (recommends to the full TVA Board).

• TVA Board reviews and approves at the November TVA Board meeting, if applicable, for the next FY.

TVA Board establishes the CEO's salary and other compensation elements on an annual basis.

CEO Executive Annual Incentive Plan ("EAIP")

Award October - November • Committee Chair obtains input from TVA Board Chair and other TVA Board members, as appropriate.

• Committee recommends to the full TVA Board any payout, or adjustments to payout, to the CEO under the EAIP.

• Committee Chair informs EVP, Chief Administrative Officer, or VP, Chief Human Resources Officer, via memo of the Board's decisions.

Goals October - November • Committee Chair reviews and discusses with CEO performance goals for the next FY.

• Committee Chair consults with and solicits input from the TVA Board Chair and other members of the TVA Board, as appropriate.

• With concurrence of the TVA Board Chair, and input from other members of the TVA Board, Committee Chair establishes the annual performance goals for the CEO.

• Committee Chair informs CEO of approved goals.

CEO Direct Report

Compensation October - November • Committee Chair, following review by the Committee, annually approves total compensation ranges for the CEO's executive direct reports.

• CEO, following annual approval by the Committee Chair, may set or adjust the total eligible compensation of the CEO's present or future executive direct reports within such ranges after informing the Committee's independent compensation consultant and the Committee Chair.

Committee Chair has discretion to reject any compensation actions proposed by the CEO pursuant to this section.

• CEO rates the performance of his or her direct reports and sets forth any individual multiplier (if applicable).

• CEO reviews performance for CEO direct reports with the Committee and informs Committee of any discretion under consideration prior to finalizing end of year payouts for the CEO's direct reports.

• CEO determines final payouts under supplemental compensation plans after informing the Committee Chair and the Committee's independent compensation consultant.

• CEO establishes the next FY annual performance goals for his/her direct reports.

Compensation Discussion

and Analysis ("CD&A") October - November • Committee reviews and recommends inclusion in TVA's Annual Report on Form 10-K.

Establishing Competitive Compensation

3 unchanged sentences

TVA generally determines target TDC for executives considering the median of the relevant labor market as well as other factors such as individual performance, experience, and internal equity.

After compiling market compensation for the positions at the beginning of 2024 , the Committee, with assistance from FW Cook, used the information to:

After compiling market compensation for the positions at the beginning of 2025 , the Committee, with assistance from Meridian, used the information to:

• Assess target compensation level and incentive opportunity competitiveness;

• Determine appropriate target compensation levels and incentive opportunities to maintain the desired degree of market competitiveness.

The relevant labor market for most of TVA's executives, including the NEOs, consists of both private and publicly-owned companies in the energy services industry that have similar revenue and scope as TVA.

The relevant labor market for the NEOs consists of both IOUs and government/non-profit entities in the energy services industry that have similar revenue and scope as TVA.

The process for gathering and analyzing information about executive compensation in the relevant labor market is as follows:

2 unchanged sentences

• For the survey-based analysis, TVA referenced a sample from the 2024 Willis Towers Watson ("WTW") Energy Services Executive Compensation Database consisting of (1) 28 IOUs with revenue greater than or equal to $3.0 billion plus (2) 11 additional government/non-profit entities with revenue greater than or equal to $1.0 billion.

Data from this sample were further regressed to TVA's size based on revenue.

• The survey analysis was supplemented with public compensation data from a separate proxy peer group of IOUs.

• The survey analysis was supplemented with public compensation data from a se parate proxy peer group of IOUs.

The Committee reviews the proxy peers annually to ensure continued appropriateness, including comparable business content and model, company size measured primarily by revenue and assets, and other refining factors such as generating capacity, number of employees, and number of customers.

List of Compensation Peer Companies

Compensation Peer Companies.

The following chart outlines the companies that constituted the survey sample and proxy peer group used to benchmark NEO compensation for 2025.

Company Investor Owned Utilities with Revenue Greater Than or Equal to $3.0 Billion Which Participated in

2023 Willis Towers Watson Energy Services Survey Government/Non-Profit Entities with Revenue Greater Than or Equal to $1.0 Billion Which Participated in 2023 Willis Towers

Watson Energy Services Survey Proxy Peer Group

of Investor Owned

AES Corporation n n

Alliant Energy Corporation n

Ameren Corporation n n

List of Compensation Peer Companies

Investor owned utilities

with revenue greater than or equal to $3.0 billion — proxy peer group and participants in 2024 Willis Towers Watson Energy Services Survey

Government/non-profit entities

with revenue greater than or equal to $1.0 billion which participated in 2024 Willis Towers Watson Energy Services Survey

AES Corporation

Eversource Energy Colorado Springs Utilities

Alliant Energy Corporation Exelon Corporation CPS Energy

Ameren Corporation FirstEnergy Corp.

Great River Energy

American Electric Power Company, Inc.

Berkshire Hathaway Energy n

NiSource, Inc.

CenterPoint Energy, Inc.

CMS Energy Corporation n n

Colorado Springs Utilities n

NRG Energy, Inc.

Lower Colorado River Authority

CMS Energy Corporation Pacific Gas and Electric Company Nebraska Public Power District

Consolidated Edison, Inc.

Constellation Energy Corporation n n

Pinnacle West Capital Corporation New York Power Authority

Constellation Energy Corporation PPL Corporation Oak Ridge National Laboratory

Dominion Energy, Inc.

DTE Energy Company n n

Duke Energy Corporation n n

Edison International n n

Entergy Corporation n n

Eversource Energy n n

Exelon Corporation n n

FirstEnergy Corp.

Great River Energy n

GE Renewable Energy n

Lower Colorado River Authority n

Nebraska Public Power District n

New York Power Authority n

NextEra Energy, Inc.

NiSource, Inc.

NRG Energy, Inc.

Oak Ridge National Laboratory n

Oncor Electric Delivery Company LLC n

Omaha Public Power n

Pacific Gas and Electric Company n n

Pinnacle West Capital Corporation n

PPL Corporation n n

Public Service Enterprise Group, Inc.

Puget Sound Energy, Inc.

Salt River Project n

Sempra Energy n n

Southern Company

Tri-State Generation and Transmission n

WEC Energy Group, Inc.

Omaha Public Power

DTE Energy Company Sempra Energy Salt River Project

Duke Energy Corporation Southern Company Tri-State Generation and Transmission

Edison International Vistra Corp.

Entergy Corporation WEC Energy Group, Inc.

Xcel Energy, Inc.

Assessment of Risk

TVA's Enterprise Risk Management organization, in coordination with other members of TVA's management, including Human Resources, conducts an annual assessment of enterprise-level risks including risks arising from TVA's compensation policies and practices.

Based on the results of this assessment, no risks were identified with the compensation policies and practices that are reasonably likely to have a material adverse effect on the organization and its achievement of its strategic goals and objectives.

2024 Executive Compensation Program Components

Total Direct Compensation ("TDC")

Total Direct Compensation

In setting executive compensation each year, the Committee focuses on TDC, which includes those compensation elements that motivate future performance or reward past performance.

TDC is comprised of annual salary, an annual incentive award under TVA’s EAIP, and an LTI award provided under TVA’s LTIP, which is delivered in two components, a Long-Term Performance (“LTP”) award and a Long-Term Retention (“LTR”) award.

TDC is comprised of annual salary, an annual incentive award under TVA’s EAIP, and an LTI award provided under TVA’s LTIP, which is delivered in two components, an LTP award and a Long-Term Retention (“LTR”) award.

Each year, two key compensation decisions are made with respect to NEO compensation:

3 unchanged sentences

Compensation Component (1)

And % of Target TDC Objective Key Features

of Target TDC

Objective Key Features

Annual Salary

Provide fixed base compensation to encourage hiring and retention of qualified executives

• Annual salary is typically determined by considering, among other things, the median (50th percentile) for similar positions at other companies in TVA's peer group;

above the median for positions affected by market scarcity, recruitment and retention issues, and other business reasons;

or below median due to incumbent experience, position scope, or other business reasons.

Executive Annual Incentive Plan (EAIP)

Incentivize performance by providing at-risk compensation tied to attainment of pre-established performance goals for the fiscal year • Annual incentive payouts are based on the results of enterprise goals as determined from year to year by the TVA Board or the CEO, as applicable.

Annual incentive payouts may be impacted by a corporate multiplier or adjusted by the TVA Board or CEO, as applicable, based on the evaluation of performance during the year.

• Target annual incentive opportunities increase with position and responsibility and are based in part on the opportunities other companies in TVA's peer group provide to those in similar positions.

Long-Term Incentive Plan (LTIP)

Provide a targeted level of total long-term compensation comprised of at-risk and retention components • Participation is limited to key positions that have the ability to significantly impact the long-term financial and/or operational objectives critical to TVA's overall success.

Long-Term Performance Award (LTP)

Incentivize performance by providing at-risk compensation tied to attainment of pre-established performance goals over a three-year performance period • LTP grants have a three-year performance cycle with variable at-risk opportunities based on achievement against performance goals established at the beginning of the performance cycle.

• The Committee's policy is for a majority of each executive's total LTI opportunity to be in the form of performance-based grant, with the remaining percent to be retention oriented.

Long-Term Retention Award (LTR)

Incentivize retention by providing "fixed" retention-based grants tied to a three-year vesting schedule • LTR grants will vest and pay out in three equal increments annually over three years, subject to the participant being employed through such dates, but are payable upon death, disability, or retirement if earlier on a pro-rated basis.

• Annual salary is the essential fixed element of pay that all employees expect.

• Salary is typically determined with reference to market data (most often approximating 50th percentile) and experience in role.

Executive Annual Incentive Plan

Incentivize performance by providing at-risk compensation tied to attainment of pre-established performance goals for the fiscal year • Target annual incentives are determined largely based on market data and experience in role.

• Annual incentive payouts are based on the results vs.

pre-established enterprise goals as determined from year to year by the TVA Board.

• The TVA Board has established and can utilize a standard discretionary range to adjust the scorecard achievement by plus or minus 20 percent to account for extraordinary events or significant occurrences that impact TVA’s performance.

In addition, the Board, in its sole discretion, may reduce EAIP awards to zero or increase EAIP awards to the maximum amount set forth in the EAIP for any or all participants.

Long-Term Incentive Plan Provide a targeted level of total long-term compensation comprised of at-risk and retention components • Participation is limited to key positions that have the ability to significantly impact the long-term financial and/or operational objectives critical to TVA's overall success.

Long-Term Performance Award Incentivize performance by providing at-risk compensation tied to attainment of pre-established performance goals over a three-year performance period • LTP grants will vest and pay out at the end of a three-year performance cycle with variable at-risk opportunities based on achievement against performance goals established at the beginning of the performance cycle.

• Performance-based LTP grants are intended to provide the majority of an executive's total LTI opportunity, with the remaining percentage to be retention oriented, or LTR grants.

Long-Term Retention Award Incentivize retention by providing "fixed" retention-based grants tied to a three-year vesting schedule • LTR grants will vest and pay out in three equal increments annually over three years, subject to the participant being employed through such dates, but are payable upon death, disability, or retirement if earlier on a pro-rated basis.

• Since TVA issues no equity, TVA offers retention grants to be competitive with the industry marketplace for talent, providing a retention incentive similar to restricted stock or restricted stock units.

1 unchanged sentence

(1) Typically reviewed annually.

Setting Competitive Compensation Amounts and Opportunities Relevant to Labor Market

Annual salary is considered a "fixed" compensation component.

Salary levels are typically reviewed annually to consider changes in benchmark salaries and/or individual performance.

2023 Percent Change

Lyash $ 1,227,000 $ 1,227,000 — %

Thomas 860,441 835,380 3 %

Moul 819,468 795,600 3 %

Fountain 648,696 629,802 3 %

Rausch 663,146 637,640 4 %

(1) All salaries were effective October 1, 2023.

Salary levels are typically reviewed annually to consider individual performance and/or changes in benchmark salaries.

The 2025 salaries for the NEOs are reported in the Executive Compensation Tables and Narrative Disclosures — Summary Compensation Table.

Incentive Opportunities

The short- and long-term incentive opportunities for the NEOs are set at levels that (1) are competitive with the relevant labor market, with target TDC generally determined by considering the 50th percentile of the relevant labor market, and (2) result in a majority of each executive's total LTI opportunity in the form of performance-based awards and the remaining percent of each executive's total LTI opportunity in the form of retention awards.

More than half of TVA's NEO's target TDC opportunity is performance-based and at-risk as described above in TVA's Executive Compensation Program Aligns Pay with Performance .

LTI awards are intended to provide a similar pay component as equity-based compensation at peer IOUs.

Since TVA does not issue equity, the compensation program cannot provide a component similar to equity awards that capture long-term value, and have the potential for significant gains or losses, based on market fluctuations.

As a result, TVA's LTIs are not necessarily intended to match market pay levels.

Target incentive opportunities increase with position scope and responsibility to hold management accountable for delivery of results and are based in part on the opportunities other companies in TVA's peer group provide to those in similar positions.

Incentive opportunities are typically reviewed annually to consider changes in benchmark short- and long-term incentives.

The Committee reviews peer benchmark information by position for each component of pay as well as for overall TDC.

Non-Direct Compensation Elements

Other Compensation

To recruit high-quality talent, TVA may offer recruitment awards as well as relocation assistance and reimbursement.

These types of deferred cash incentive awards are intended to compensate the individuals for amounts they may have forfeited from their previous employer in order to join TVA and/or provide substitute compensation when the individual is not eligible to receive certain incentive payments until a future date.

Executive Severance Plan

TVA has established a Severance Plan to provide additional benefits to certain executives if TVA terminates the employment of covered executives other than for Gross Misconduct or such executives terminate for Good Reason.

See Executive Compensation Tables and Narrative Disclosures - Executive Severance Plan below for additional information regarding the benefits available to covered executives under the Severance Plan as well as definitions of Gross Misconduct and Good Reason.

Material changes in the Severance Plan were approved for 2024 , as reflected above in Notable 2024 Actions .

Retirement Benefits

TVA provides its NEOs with retirement benefits through its qualified plans as well as through a non-qualified supplemental executive retirement plan ("SERP") in order to provide compensation beginning with retirement or termination of employment (if vesting requirements are satisfied), with enhanced compensation for certain executives to provide an additional incentive for hiring and retention of qualified individuals.

TVA sponsors a qualified defined benefit plan ("pension plan") and a qualified defined contribution plan ("401(k) plan"), which are administered by the TVA Retirement System ("TVARS").

The availability of, and level of benefits provided by, these qualified plans are comparable to similar qualified plans provided by companies in TVA's peer group.

In addition to its qualified retirement plans, TVA has a SERP for selected executives who are critical to the ongoing success of the enterprise.

TVA's SERP is a non-qualified plan that provides supplemental retirement benefits at compensation levels that are higher than the limits specified by Internal Revenue Service ("IRS") regulations for qualified retirement plans.

The provision of such non-qualified plans to executives is a common practice among companies in TVA's peer group.

The purpose of the SERP is to:

• Provide a competitive retirement benefit level that cannot be delivered solely through TVA's qualified retirement plans due to IRS limitations, and

• Provide a benefit level (as a percentage replacement of pre-retirement pay) that is more comparable to that of employees who are not subject to the IRS limitations.

More information regarding these retirement benefits is found following the Pension Benefits Table.

Health and Other Benefits

TVA offers a group of health and other benefits (medical, dental, vision, life and accidental death and disability insurance, and long-term disability insurance) that are available to a broad group of employees.

The NEOs are eligible to participate in TVA's

health benefit plans and other non-retirement benefit plans on the same terms and at the same contribution rates as other TVA employees.

2024 Performance Goals and Performance Achievement

Strategic Priorities Incentive Compensation Measures*

A significant portion of each NEO's compensation is based on company performance and influenced by individual performance achievements.

Incentive compensation is provided to NEOs under the EAIP and LTIP.

Each incentive award is described below.

Amplifying the power, passion, and creativity within each TVA employee

Safety - Serious Injury Incident Rate ("SIIR")

Building on TVA's best-in-class reputation for reliable service and competitively priced power

Load Not Served

Annualized Nuclear Online Reliability Loss Factor

Combined Cycle Equivalent Forced Outage Rate

Coal Equivalent Forced Outage

External Performance Indicators for

the TVA Nuclear Fleet

Investing in TVA's future, while keeping energy costs as low as possible

Total Financing Obligations

Operating Cash Flow

Non-Fuel Delivered Cost of Power

Promoting progress through the shared success of TVA's customers and stakeholders

Jobs Created and Retained

Powerful Partnerships Survey

Igniting Innovation

Pursuing innovative solutions for TVA and its communities

*Incentive compensation measures align with strategic priorities and are further described below in Executive Annual Incentive Plan ("EAIP") - 2024 EAIP Performance Measures and Long-Term Incentive Plan ("LTIP") .

Executive Annual Incentive Plan ("EAIP")

Executive Annual Incentive Plan

All TVA employees (including NEOs) participate in an annual, short-term incentive program (subject to eligibility requirements), since every employee contributes to the success of TVA and the execution of its public power mission.

While the measures used for annual incentives are the same for all employees, they are provided under two plans:

the WPTIP provides for annual incentive awards for eligible non-executives, and the EAIP provides for annual incentive awards for eligible executives, including the NEOs.

the Winning Performance Team Incentive Plan provides for annual incentive awards for eligible non-executives, and the EAIP provides for annual incentive awards for eligible executives, including the NEOs.

The EAIP is designed to encourage and reward executives for successfully achieving annual financial and operational goals.

For 2024 , the annual incentive payment for each NEO other than the CEO was calculated as follows:

For 2025 , the annual incentive payment for each NEO other than the retired CEO was calculated as follows:

Amount = Annual

1 unchanged sentence

Opportunity × Percent of Enterprise

(0% to 200%) × Corporate

(0% to 200%) × Individual

The EAIP award for the CEO was calculated in the same manner as those awards for other NEOs except that the Scorecard Achievement range measured from 0 percent to 150 percent instead of 0 percent to 200 percent.

See Notable 2024 Actions for additional information regarding this change.

Each component of this calculation is discussed below (except for annual salary, which is discussed above).

The EAIP award for the retired CEO was calculated in the same manner as those awards for other NEOs except that the Scorecard Achievement ranged from 0 percent to 150 percent instead of 0 percent to 200 percent.

Each component of this calculation other than annual salary is discussed below.

The award for certain participants in the EAIP may be adjusted by the participant's supervisor based on an evaluation of the participant's individual achievements and performance during the year.

In addition, pursuant to discretion granted under the TVA

Compensation Plan and EAIP, awards may be further adjusted by the TVA Board in its discretion.

There is no guaranteed minimum payout under the EAIP, and the maximum payout for the EAIP cannot exceed 225 percent of the target award for all participants other than the CEO.

For the CEO, the maximum payout cannot exceed 150 percent of the target award.

In addition, pursuant to discretion granted under the TVA Compensation Plan and EAIP, awards may be further adjusted by the TVA Board in its discretion.

There is no guaranteed minimum payout under the EAIP, and the maximum payout for the EAIP cannot exceed 225 percent of the target award for all participants other than the retired CEO.

For the retired CEO, the maximum payout cannot exceed 150 percent of the target award.

EAIP Target Incentive Opportunity.

Following a review of benchmarking and individual performance, the TVA Board evaluated the appropriateness of the EAIP award opportunity for the CEO based on market data and other individual factors and made no changes for 2024.

Similarly, the CEO evaluated the appropriateness of the EAIP award opportunities for the other NEOs based on market data and other individual factors, including internal parity, and made no changes for 2024.

Accordingly, target EAIP award opportunities of the NEOs for 2024 were as follows:

Following a review of benchmarking and individual performance, the TVA Board evaluated the appropriateness of the EAIP award opportunity for the retired CEO based on market data and other individual factors and made no changes for 2025.

Similarly, the retired CEO evaluated the appropriateness of the EAIP award opportunities for the other NEOs based on market data and other individual factors, including internal equity, and made no changes for 2025.

Incentive opportunities for Mr.

Tolene, and Mr.

Fisher increased during the year as a result of their promotions.

Accordingly, target EAIP award opportunities associated with the NEO's last position held in 2025 were as follows:

NEO 2025 EAIP

1 unchanged sentence

Opportunity (1)

(1) Represents a percent of each NEO's salary.

Thomas, III 80%

Rasmussen 60%

(1) Represents the Target Incentive Opportunity associated with the NEO's last position held in 2025 and represents a percent of each NEO's salary.

2025 EAIP Performance Measures .

EAIP performance measures tie directly to key enterprise metrics used by senior management in TVA's annual budget and strategic planning process, which in turn link directly to the achievement of TVA's mission and strategic priorities.

EAI P performance measures tie directly to key enterprise metrics used by senior management in TVA's annual budget and strategic planning process, which in turn link directly to the achievement of TVA's mission and strategic priorities.

The 2025 EAIP performance measures and the reasons for using these measures are described in the table below.

Performance Measure Why is this Measure Used?

SBU Controllable O&M and Base Capital Spend To maintain financial health while funding TVA’s energy transition.

Transmission Performance Indicator To advance TVA’s grid capabilities to increase flexibility for future additions and to meet the reliability and resiliency needs of the future.

Nuclear Performance Indicator

To achieve the nation’s top nuclear fleet by 2025.

Power Operations Performance Indicator To achieve leading operational performance by managing the generation fleet based on the mission of each asset.

Serious Injury Incident Rate To foster a culture that embraces, adapts quickly to, and anticipates changes needed for TVA to excel in the future public power utility marketplace and to protect the safety of TVA's employees, contractors, and customers, as well as the communities that TVA serves.

The 2025 EAIP performance measures and goals were provided in an organizational scorecard ("TVA Enterprise Scorecard").

The 2024 performance measures, along with the weighting ascribed to each, are shown below as a percentage of the total EAIP award opportunity at target-level performance.

2024 EAIP PERFORMANCE MEASURES

The 2024 WPTIP/EAIP measures are described in detail below.

TVA Total Spend

What this measures:

TVA's ability to keep costs low

Total Non-Fuel Operating and Maintenance, Capital, Non-Fuel Inventory, and Cloud Implementation expenses for corporate and operational Strategic Business Unit organizations (excludes TVA Board of Directors).

Why Is This Metric Used?

Supports the overall TVA goal of maintaining costs and managing rates based on spending levels approved by TVA management and the TVA Board.

T he 2025 performance measures, along with the weighting ascribed to each and actual performance, are shown below.

Performance Measure Weight Threshold Target Stretch Actual

SBU Controllable O&M and Base Capital Spend ($ millions) (1)

40% $5,187 $5,061 $4,935 $4,623

Transmission Performance Indicator (2)

15% 50 100 200 94

Nuclear Performance Indicator (3)

15% 2.77% 2.00% 1.23% 9.84%

Power Operations Performance Indicator (4)

15% 50 100 200 193

Serious Injury Incident Rate (5)

15% 0.04 0.02 0.00 0.01

(1) Strategic Business Unit ("SBU") Controllable Operating & Maintenance ("O&M") and Base Capital Spend equals the total Non-Fuel O&M and Base Capital expenses for corporate and operational SBU organizations (excludes Board of Directors).

(2) Transmission Performance Indicator is an aggregate measure of the overall reliability of TVA's transmission system.

See Transmission Performance Indicator below.

(3) The Nuclear Performance Indicator is the Annualized Online Reliability Loss Factor, which is the 12-month ratio of all generation losses minus refueling outage ("RFO") and exempt losses to reference energy generation minus RFO and exempt losses in a normal fuel cycle period, per standard industry guidelines.

This measure monitors performance between refueling outages to obtain high unit and energy production reliability.

(4) The Power Operations Performance Indicator is an aggregate measure of the overall reliability of TVA's power operations generation fleet based on key performance measures in Gas, Hydro, and Coal that are intended to ensure that TVA's fleet of power operations generation assets is available and reliable to meet system demand.

See Power Operations Performance Indicator below.

(5) The Serious Injury Incident Rate is a mathematical calculation used by Edison Electric Institute that quantifies the extent of injury for serious injuries and fatalities from events within the control of the employee and/or the employer.

Transmission Performance Indicator Weight Threshold Target Stretch Actual

Load Not Served (1)

What this measures:

Transmission system outages that affect TVA customers

60% 4.4 3.7 3.1 3.7

Outages per Hundred Miles per Year (2)

20% 2.86 2.63 2.40 2.76

Connection Point Interruption Frequency (3)

20% 0.67 0.57 0.47 0.57

(1) Load Not Served ("LNS") is a measure of the magnitude and duration of transmission system outages that affect TVA customers expressed in system minutes.

TVA manages this critical indicator to reduce the impact of customer outages.

An automatic customer interruption with a duration of one minute or greater is tracked as an LNS event.

LNS events caused by TVA on a distributor system will also count as a TVA event even if the TVA system remains energized.

LNS events exclude interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, and foreign object/vehicle.

Why Is This Metric Used?

TVA manages this critical indicator to reduce the impact of customer outages.

Annualized Nuclear Online Reliability Loss Factor

What this measures:

Nuclear plant availability

Annualized Nuclear Online Reliability Loss Factor is the 12-month ratio of all generation losses (minus refueling outage (“RFO”) and exempt losses) to reference energy generation (minus RFO and exempt losses) in a normal fuel cycle period, per external standard nuclear industry guidelines.

Why Is This Metric Used?

Monitors performance between refueling outages to obtain high unit and energy production reliability.

LNS excludes interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, and foreign object/vehicle.

(2) Outages per Hundred Miles per Year ("OHMY") is the number of automatic interruptions (sustained and momentary) to lines greater than or equal to 100-kV per 100 miles of transmission line per year.

OHMY excludes interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, foreign object/vehicle, and nested interruptions.

(3) Connection Point Interruption Frequency ("CPIF") measures reliability from the customer's perspective.

CPIF tracks interruptions of power, including momentary interruptions, at connection points caused by the transmission system.

CPIF includes automatic and emergency forced outages and excludes prearranged (scheduled or planned) and operational outages as well as interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, and foreign object/vehicle.

Power Operations Performance Indicator Weight Threshold Target Stretch Actual

Combined Cycle Equivalent Forced Outage Rate (1)

What this measures:

Combined cycle plant reliability

45% 5.5% 4.5% 2.7% 1.8%

Hydro Equivalent Forced Outage Rate (2)

25% 6.0% 5.6% 3.2% 2.0%

Coal Equivalent Forced Outage Rate (3)

25% 13.9% 11.0% 8.1% 6.0%

Combustion Turbine Economic Starting Reliability (4)

5% 99.1% 99.4% 99.7% 99.1%

(1) Combined Cycle Equivalent Forced Outage Rate (“EFOR”) measures the generation lost due to forced events as a percentage of time the unit would have been scheduled to run for TVA-operated combined cycle generating assets, based on Generating Availability Data System (“GADS”) event reporting guidelines for megawatt hour losses.

Combined Cycle EFOR excludes GADS events classified as outside management control and variances.

Why Is This Metric Used?

Combined Cycle EFOR focuses on ensuring TVA combined cycle generating assets are available and reliable to meet system demand.

Coal Equivalent Forced Outage Rate

What this measures:

Coal plant reliability

Coal EFOR measures the generation lost due to forced events as a percentage of time the unit would have been scheduled to run for TVA-operated coal generating assets, based on GADS event reporting guidelines for megawatt hour losses.

(2) Hydro EFOR reflects the percentage of time over a given period that a generating unit is in forced outage.

This measure includes startup failures and is based on GADS event reporting guidelines for megawatt hour losses.

Hydro EFOR excludes GADS events classified as outside management control and variances.

(3) Coal EFOR reflects the percentage of time over a given period that a generating unit is in forced outage.

This measure includes startup failures and is based on GADS event reporting guidelines for megawatt hour losses.

Coal EFOR excludes GADS events classified as outside management control and variances.

Why Is This Metric Used?

Coal EFOR focuses on ensuring TVA coal generating assets are available and reliable to meet system demand.

(4) Combustion Turbine ("CT") Economic Starting Reliability reflects the percentage of successful attempts to start up a unit for generation, performance testing, or black start over a given period that a generating unit was available for TVA-operated CT assets.

Total unit performance tests demonstrate that a unit will start and perform as intended.

Black start tests demonstrate that a unit will start without relying on external power and perform as intended.

CT Economic Starting Reliability excludes GADS events classified as outside management control and variances.

In setting the goal for each measure, consideration is given to TVA's historic performance, its strategic business plan priorities and strategic benchmarking goals, customer and stakeholder feedback, environmental and regulatory concerns and goals, and the competitive environment.

Achievement of the target goal would result in a 100 percent payout with respect to that goal.

A threshold goal is also set for each measure, so that no award payout would occur with respect to a measure when performance fails to achieve that threshold.

Additionally, a stretch goal for each measure is set to incentivize and reward exceptional performance.

A threshold goal is also set for each measure, so that no award payout would occur with respect to a measure when

performance fails to achieve that threshold.

Correspondingly, performance that equals or exceeds the stretch goal for each measure can result in a maximum earned award for that measure.

A stretch goal for each measure is set to incentivize and reward exceptional performance.

Linear interpolation is used for results between threshold and stretch goals.

2024 Enterprise Scorecard and Corporate Multiplier Results

2025 Enterprise Scorecard Results.

The performance results on the 2025 TVA Enterprise Scorecard are set forth below.

TVA's Enterprise Scorecard is based on a scale of 0 percent to 200 percent for all participants other than the CEO and resulted in a 170 percen t of ta rget opportunity payout.

For the CEO, TVA's Enterprise Scorecard is based on a scale of 0 percent to 150 percent and resulted in a 127.5 percent of target opportunity payout.

TVA's Corporate Multiplier (described in the following section) has been used to d etermine final payout results.

ENTERPRISE SCORECARD PERFORMANCE (1)

(1) The TVA Enterprise Scorecard sets forth performance goals of annual incentive plans applicable to both executive and non-executive employees.

Corporate Multiplier Approval

As in previous years, the TVA Board approved the use of a corporate multiplier for the 2024 EAIP.

The corporate multiplier ranges between 0 and 1.1 and is based on a qualitative assessment of performance in 2024 against goals set in February 2024 for six organizational performance measures.

Key highlights for this performance period were:

• Continued overall strong safety performance

– 2024 SIIR is best achievable with zero serious injuries reported for the fiscal year

• Fina ncial health and performance – continued strong financial performance with Total Financing Obligations ("TFO"), Net Income, and Operating Cash Flow substantially exceeding target

• Jobs created and jobs retained – 2024 efforts continued to help attract and encourage the expansion of business and industries

– $8.9 billion in projected investments, and

– Expected creation/retention of 52,761 jobs (10,368 jobs created and 42,393 jobs retained)

• Overall performance – outstanding performance across a broad range of metrics

Why does the TVA Board

use a multiplier?

The multiplier allows the TVA Board to qualitatively assess the organization's performance, emphasizing the importance of safety, financial health, reputation, and economic development.

The TVA Board qualitatively assessed TVA’s performance at the end of the 2024 performance period.

Based on TVA's performance with respect to the 2024 corporate multiplier measures and the overall performance described above, the TVA Board determined to apply a 1.0 multi plier to the calculated EAIP payout .

Corporate Multiplier Factors

Measure Definition Why Is This Measure Used?

Safety – Serious

Injury Incident Rate

("SIIR") A mathematical calculation used by Edison Electric Institute that quantifies the extent of injury for serious injuries and fatalities from events within the control of the employee and/or the employer.

TVA shares a professional and personal commitment to protect the safety of its employees, its contractors, its customers, and those in communities that TVA serves.

Total Financing Obligations ("TFO") TFO includes all statutory debt and other financial obligations.

TFO is calculated by subtracting unbudgeted contributions to unfunded liabilities from the sum of (1) long-term debt (including unamortized premiums/discounts), (2) short-term debt, (3) leaseback obligations, (4) energy prepayment obligations, and (5) variable interest entities.

TVA's TFOs are driven by its business plan and reflect the application of sound financial guiding principles.

Focusing on this measure will improve TVA's fiscal performance and strengthen TVA's balance sheet.

Operating Cash Flow Amount of cash generated from power production and other mission-related activities and generally defined as operating revenues received less cash payments made for operating expenses.

See Part II, Item 8, Financial Statements and Supplementary Data – Consolidated Statements of Cash Flows f or additional information.

Operating Cash Flow is considered a key indicator of overall financial health as it measures TVA's ability to use cash received from customers to sufficiently fund outgoing cash expenditures.

Net Income Consists of the entity’s net earnings derived by adjusting revenues for the cost of doing business, including the cost of sales, depreciation, interest, taxes, and other expenses.

See Part II, Item 8, Financial Statements and Supplementary Data – Consolidated Statements of Operations for additional information.

Net income is a standard accounting measure that provides a view of TVA's financial performance and position.

Jobs Created and Jobs Retained (1)

Measures the number of new or retained jobs in the Tennessee Valley for which TVA has played a role in the recruitment or retention of the economic development project.

Jobs Created and Retained is an industry standard measure that economic developers can speak to and easily understand, and provides an established tracking mechanism to measure TVA's economic development efforts.

Board Level Significant Events Includes items deemed significant by the TVA Board of Directors.

These items may affect TVA's reputation with its customers and its stakeholders, the organizational health of the workforce, or its impact on the public at large.

Both favorable and unfavorable events will be considered.

An incentive pay program, by design, cannot cover the entire scope of activities that could occur during a given cycle.

This measure allows the TVA Board to deem certain reputational, environmental, or other items as significant impacts to TVA's bus iness.

Items that may be considered significant (either favorably or unfavorably) include customer survey results, stakeholder survey results, key indicators of organizational health, environmental events, or other major events not covered in other performance measures.

(1) "Jobs created" in the TVA fiscal year are newly created, paid positions at a facility of a TVA customer, meaning any entity that purchases power from TVA or a distributor of TVA power.

"Jobs retained" are paid positions at a facility of a TVA customer that were created prior to the current TVA fiscal year and that continue to be filled in the current TVA fiscal year.

See Part I, Item 1, Business — Economic Development Activities for additional information.

2024 CORPORATE MULTIPLIER MEASURES (0.0 – 1.1 MULTIPLIER)

(1) Includes impact of partnership credits.

Partnership credits are wholesale bill credits provided to LPC customers who have signed long-term Partnership Agreements with TVA.

For more information, see Part I, Item 1, Business — Customers .

Individual Performance Multiplier Reinforces Pay for Performance

TVA's Enterprise Scorecard is based on a scale of 0 percent to 200 percent for all participants other than the retired CEO and resulted in a 145.6 percent of target opportunity payout.

For the retired CEO, TVA's Enterprise Scorecard is based on a scale of 0 percent to 150 percent and resulted in a 114.8 percent of target opportunity payout.

Individual Performance Multiplier.

Annually, individual goals for the NEOs are established at the beginning of each performance cycle.

These goals tie to the achievement of TVA's mission and strategic priorities.

The NEOs are evaluated on these individual performance goals and TVA established leadership competencies.

At the end of the performance period, the CEO assesses the performance of the other NEOs and determines any individual multiplier, in consultation with the Committee.

The CEO reviews his or her direct reports' performance with the Committee prior to finalizing end of year payouts for the CEO's direct reports, informs the Committee of any discretion under consideration, and determines final payouts after informing the Committee Chair and the Committee's independent compensation consultant.

For each NEO, the individual performance multiplier can range between 0 percent to 150 percent of the calculated payout and can be used to reduce (multiplier below 100 percent) or increase (multiplier above 100 percent) the amount of the award.

The CEO reviews his or her direct reports' performance with the Committee prior

to finalizing end of year payouts for the CEO's direct reports, informs the Committee of any discretion under consideration, and determines final payouts after informing the Committee Chair and the Committee's independent compensation consultant.

For the CEO individual performance multiplier, each TVA Board member assesses the CEO's performance at the end of a performance period (fiscal year-end).

1 unchanged sentence

The Committee then recommends to the full TVA Boa rd payouts to the CEO under the EAIP.

For 2024, the NEOs were evaluated on individual performance goals and the following leadership competencies:

Award payouts under the 2025 EAIP are below and are reported in the "Non-Equity Incentive Plan Compensation" column in the Executive Compensation Tables and Narrative Disclosures — Summary Compensation Table.

TVA's achievement against its Enterprise Scorecard, with approved corporate multiplier, is reflected below, as well as individual performance multipliers by NEO.

TVA's achievement against its Enterprise Scorecard is reflected below, as well as individual performance multipliers for each NEO.

In reviewing the 2025 performance period, the TVA Board considered strong performance for SBU Controllable O&M and Base Capital Spend, Serious Injury Incident Rate, and Power Operations Performance Indicator.

The TVA Board also considered advances in TVA’s business development strategy, including securing strategic partnerships with Kairos Power, ENTRA1 Energy, and Oklo Inc.

In addition, slightly below target performance for Transmission Performance Indicator and below threshold performance for External Performance Indicators for the TVA Nuclear Fleet were considered.

Below are the EAIP award calculations for this performance period.

2025 EAIP Award Calculation

NEO Salary Target EAIP Incentive Opportunity (% of Salary) Target EAIP Payout Scorecard Results (1)

Corporate Multiplier Individual Performance Multiplier

NEO Salary (1)

Target EAIP Incentive Opportunity (% of Salary) (2)

Target EAIP Payout Scorecard Results (3)

Individual Performance Multiplier

("IPM") Actual EAIP Award Payout (4)

2 unchanged sentences

705,000 75% 379,560 145.6% 115% 635,536

Fountain $ 648,696 70% $ 454,087 170.0% 1.0 100% $ 771,948

Thomas, III (8)

937,881 80% 342,172 145.6% 100% 498,202

Rasmussen (9)

668,000 60% 297,738 145.6% 100% 433,507

665,000 70% 229,994 145.6% 100% 334,872

500,000 60% 228,288 145.6% 115% 382,246

Rausch 683,040 70% 478,128 145.6% 100% 696,154

(1) This column reflects the percent of Enterprise Scorecard approved by the TVA Board.

The EAIP Award for Mr.

Lyash was calculated in the same manner as that of each NEO, except that his award was calibrated using a Scorecard Achievement range of 0 percent to 150 percent instead of 0 percent to 200 percent.

(2) The maximum EAIP payout for the CEO cannot exceed 150 percent of target.

Lyash's individual performance multiplier of 100 percent was based on an evaluation of his performance during the fiscal year by the Committee and the TVA Board.

(3) The IPM for Mr.

Thomas recognizes strong performance, with achievements at or near stretch for five key financial measures (TVA Total Spend, TFO, Operating Cash Flow, Net Income, and Non-Fuel Delivered Cost of Power).

In addition, Financial Services exceeded the renewable and storage MW added metric, launched new interruptible products yielding 850 MW, and supported TVA efforts in bringing federal funding to the Valley and its stakeholders.

(4) The IPM for Mr.

Moul recognizes operational performance above expectations, with achievements at stretch on three key operational measures.

In addition, the Chief Operating Office maintained a zero SIIR for 2024 while also demonstrating year-over-year improvement in asset performance.

Long-Term Incentive Plan ("LTIP")

Fountain (12)

687,618 70% 333,230 145.6% 100% 485,183

(1) Represents the salary associated with the NEO’s last position held in 2025.

(2) Represents the Target EAIP Incentive Opportunity associated with the NEO’s last position held in 2025.

(3) This column reflects the percent of Enterprise Scorecard results approved by the TVA Board.

The EAIP Award for the retired CEO was calculated in the same manner as that of each NEO, except that his award was calibrated using a Scorecard Achievement range of 0 percent to 150 percent instead of 0 percent to 200 percent.

(4) The maximum EAIP payout for the retired CEO cannot exceed 150 percent of target, and the maximum EAIP payout for all other participants cannot exceed 225 percent of target.

There is no guaranteed minimum payout under the EAIP.

Moul's Target EAIP Payout was prorated based on time in position, April 9, 2025 through September 30, 2025.

Target for a full performance period would be $1,320,000.

Lyash's Target EAIP Payout was prorated based on retirement, October 1, 2024 through April 30, 2025.

Target for a full performance period would be $1,840,500.

Rice's Target EAIP Payout was prorated based on time in position, January 27, 2025 through September 30, 2025.

Target for a full performance period would be $528,750.

Thomas's Target EAIP Payout was prorated based on retirement, October 1, 2024 through March 7, 2025.

Target for a full performance period would be $750,305.

Rasmussen's Target EAIP Payout was prorated based on time in position, July 28, 2025 through September 30, 2025.

Target for a full performance period would be $400,800.

Tolene's Target EAIP Payout was prorated based on time in position, April 3, 2025 through September 30, 2025.

Target for a full performance period would be $465,500.

Fisher's Target EAIP Payout was prorated based on time in position, July 28, 2025 through September 30, 2025.

Target for a full performance period would be $300,000.

Fountain's Target EAIP Payout was prorated based on separation from service, October 1, 2024 through June 1, 2025.

Target for a full performance period would be $481,333.

Long-Term Incentive Plan

TVA executives, including the NEOs, participate in the company's LTIP.

2 unchanged sentences

Since long-term success is supported by a commitment to continued employment, the NEOs are incentivized to remain with the company through the vesting of the LTP awards and LTR awards, as discussed below:

LONG-TERM AWARDS REWARD LONG-TERM SUCCESS LONG-TERM INCENTIVE AWARDS

• Enterprise-wide performance criteria that are directly aligned with TVA's mission

• "Cumulative" performance approach to measure performance achieved over a three-year period with a new three-year performance cycle beginning each year

• Potential payment range of 0 percent to 200 percent of target incentive opportunity to enable awards that are commensurate with performance achievements (0 percent to 150 percent for CEO)

• Award opportunities established for each performance cycle below or near median levels of competitiveness with TVA's peer group

• Enterprise-wide performance criteria are directly aligned with TVA's mission

• "Cumulative" performance approach measures performance achieved over a three-year period with a new three-year performance cycle beginning each year

• Potential LTP payments range from 0 percent to 200 percent of target incentive opportunity to enable awards that are commensurate with performance achievements (0 percent to 150 percent for the retired CEO)

• Award opportunities are established for each performance cycle below or near median levels of competitiveness with TVA's peer group

• LTP awards vest upon the completion of the three-year performance period, contingent upon continued employment through vesting date and subject to achievement of performance goals

• LTR awards vest in one-third increments over three years, contingent upon continued employment through each vesting date

F or 2024 compensation decisions, the TVA Board and Mr.

Lyash evaluated the appropriateness of the LTI award opportunities for the CEO and other NEOs, respectively.

As a result, the values of the Total LTI grants (LTP awards at target and the LTR awards) were increased from 2023 levels, near market median, following a review of benchmarking and individual performance and reflective of increased tenure and experience.

Accordingly, target LTI award opportunities of the NEOs for 2024 were as follows:

NEO 2024-2026 Granted LTI Values ($) 2024-2026 LTI - Increase vs 2023-2025 (%)

LTP Target LTR Award TOTAL LTI LTP Target LTR Award TOTAL LTI

Lyash $ 3,983,000 $ 1,707,000 $ 5,690,000 —% —% —%

Thomas 1,425,000 700,000 2,125,000 —% 17% 5%

Moul 1,425,000 852,000 2,277,000 —% 9% 3%

Fountain 1,000,000 414,000 1,414,000 3% 6% 4%

Rausch $ 725,000 $ 375,000 $ 1,100,000 —% 14% 4%

LTIP Grant and Vested Awards

LTP Grants and Vested Awards .

TVA's executive compensation program provides for an annual LTP grant, which yields a vested award following a three-year performance period.

During 2024, there were three overlapping LTP awards:

2022–2024 LTP Award Vested September 30, 2024

2023–2025 LTP Award Vesting September 30, 2025

2024–2026 LTP Award Vesting September 30, 2026

The performance measures and threshold, target, and stretch goals for each measure are determined annually by the TVA Board.

2 unchanged sentences

Following the TVA Board's approval of performance achievement at the end of each three-year performance period, awards are paid out in cash early in the subsequent fiscal year, or upon death, disability, or retirement, as described in TVA 's LTIP.

For the 2022-2024 LTP award cycle, target performance provides for a 100 percent payout opportunity, performance below threshold provides for no payout, performance at threshold provides for a 50 percent payout opportunity, and performance at stretch provides for a 200 percent payout opportunity (for all eligible participants, except the CEO).

LTP Incentive awards for the CEO are calculated in the same manner except that the scorecard achievement ranges from 0 percent to 150 percent instead of 0 percent to 200 percent (see " Notable 2024 Actions" for additional information regarding change).

For the 2023–2025 LTP award cycle, target performance provides for a 100 percent payout opportunity, performance below threshold provides for no payout, performance at threshold provides for a 50 percent payout opportunity, and performance at stretch provides for a 200 percent payout opportunity (for all eligible participants, except the retired CEO).

LTP Incentive awards for the retired CEO are calculated in the same manner except that the scorecard achievement ranges from 0 percent to 150 percent instead of 0 percent to 200 percent.

Linear interpolation is used for results between threshold and stretch goals.

3 unchanged sentences

For the three-year performance period ended September 30, 2025, the TVA Board previously approved four overall TVA performance measures to be applied to all participants in the LTP.

The 2022–2024 performance measures, along with the weighting ascribed to each, are shown below as a percentage of the total LTP award opportunity at target-level performance.

2022-2024 LTP

The 2022–2024 LTP measures are described in detail below.

Non-Fuel Delivered Cost of Power

What this measures:

non-fuel expenses (cents/kWh)

The Non-Fuel Delivered Cost of Power is a financial measure equal to the sum of (1) non-fuel operating and maintenance ("O&M") expense, (2) base capital cost, (3) interest expense, and (4) other expense divided by budgeted electric power sales.

Why Is This Measure Used?

This measure drives performance through activities that management can control.

It aligns with TVA's strategic objective of maintaining low rates and focuses on aligning TVA’s non-fuel costs associated with generation, transmission, statutory mission services, and additional customer services with revenue.

The 2023–2025 performance measures and the reasons for using these measures are described in the table below.

Long-Term Incentive Measures Why is this Measure Used?

Non-Fuel Delivered Cost of Power This measure drives performance through activities that management can control.

aligns with TVA's strategic objective of maintaining low rates and focuses on aligning TVA’s non-fuel costs associated with generation, transmission, statutory mission services, and additional customer services with revenue.

Non-Fuel Delivered Cost of Power supports retail rate objectives and aligns to the business plan commitment.

Load Not Served TVA manages this critical indicator to reduce the impact of customer outages.

External Performance Indicators for the TVA Nuclear Fleet This measure is a recognized industry standard for nuclear operations performance based on safety and reliability.

Powerful Partnerships Survey This measure supports the effective management of TVA's reputation and ability to achieve desired outcomes and deliver on strategic priorities with stakeholders.

The 2023–2025 performance measures, along with the weighting ascribed to each and actual performance, are shown below.

Long-Term Incentive Measures Weight Threshold

(50% Payout) Target

(100% Payout) Stretch (5)

(200% Payout)

Non-Fuel Delivered Cost of Power (1)

45% 3.44 3.31 3.18 3.39

Load Not Served (2)

What this measures:

transmission system outages that affect TVA customers

Load Not Served ("LNS") is a measure of the magnitude and duration of transmission system outages that affect TVA customers expressed in system minutes.

An automatic customer interruption with a duration of one minute or greater is tracked as an LNS event.

LNS events caused by TVA on a distributor system will also count as a TVA event even if the TVA system remains energized.

LNS excludes interruptions due to declared major events, variances, gunfire, vandalism, and verified tornadoes.

Why Is This Measure Used?

TVA manages this critical indicator to reduce the impact of customer outages.

30% 4.5 3.9 3.2 3.0

External Performance Indicators for the TVA Nuclear Fleet (3)

What this measures:

nuclear operations performance

External Performance Indicators for the TVA Nuclear Fleet is calculated using a weighted combination of key performance indicators based on standard nuclear industry definitions for station performance, with the maximum obtainable being 100 points.

TVA's fleet level index is a simple average of unit performance.

Why Is This Measure Used?

This measure is a recognized industry standard for nuclear operations performance based on safety and reliability.

15% 94.4 96.0 98.6 82.3

Powerful Partnerships Survey (4)

What this measures:

external perception and reputational events

Powerful Partnerships Survey is conducted among customers, elected officials, business/economic development leaders, and the general public in the TVA service area to assess strength of various stakeholder relationships with TVA.

Why Is This Measure Used?

This measure supports the effective management of TVA's reputation and the ability to achieve desired outcomes and deliver on strategic priorities with stakeholders.

Consistent with its public power mission, TVA's LTP measures include the results of surveys that assess the external reputation and perception of TVA and TVA's effectiveness in carrying out its mission and strategic objectives.

These measures reflect TVA's focus on meeting or exceeding customer expectations and identifying areas for continuous improvement.

2022–2024 LTP Award Performance Results

The performance results under the 2022-2024 TVA Long-Term Performance Scorecard are set forth below.

TVA's LTP Scorecard is based on a range of 0 percent to 200 percent for all participants other than the CEO and resulted in a payout of 143 percent of target opportunity.

For the CEO, TVA's LTP Scorecard is based on a scale of 0 percent to 150 percent, and resulted in an adjusted payout of 82 p ercent of target oppor tunity.

10% 75.0 79.0 83.0 76.7

(1) Non-Fuel Delivered Cost of Power = (Non-Fuel Operating and Maintenance Expense + Base Capital Cost + Interest Expense + Other Expense) / Budgeted Electric Power Sales.

For the 2022–2024 performance cycle, the Non-Fuel Delivered Cost of Power measure was calculated using an average of the 2022, 2023, and 2024 results.

For the 2023-2025 performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2023, 2024, and 2025 results.

(2) Load Not Served = (Percentage of Total Load Not Served) x (Number of Minutes in the Period).

For the 2022–2024 performance cycle, the Load Not Served measure was calculated using an average of the 2022, 2023, and 2024 results.

For the 2023-2025 performance cycle, the Load Not Served measure will be calculated using an average of the 2023, 2024, and 2025 results.

(3) The External Performance Indicators for TVA Nuclear Fleet measure is calculated using a weighted combination of key performance indicators based on standard nuclear industry definitions for station performance, with the maximum obtainable being 100 points.

For the 2022–2024 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure was calculated using the 2024 results.

(4) The Powerful Partnerships Survey is conducted among customers, elected officials, business and economic development leaders, and the general public in the TVA service area to assess the strength of various stakeholder relationships with TVA.

For the 2022–2024 performance cycle, the Powerful Partnerships Survey measure was calculated using an average of the 2022, 2023, and 2024 results.

In reviewing the 2022–2024 performance period, the TVA Board considered strong performance in two areas along with below threshold performance for External Performance Indicators for the TVA Nuclear Fleet and slightly below target performance for Powerful Partnerships Survey in 2024.

For the 2023-2025 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure will be calculated based on 2025 results.

(4) The Powerful Partnerships Survey measure is conducted among customers, elected officials, business and economic development leaders, and the general

public in the TVA service area to assess the strength of various stakeholder relationships with TVA.

For the 2023-2025 performance cycle, the Powerful

Partnerships Survey measure will be calculated using an average of the 2023, 2024, and 2025 results.

(5) The Stretch Payout for the retired CEO is 150 percent.

These measures reflect TVA's focus on meeting or exceeding customer expectations and identifying areas for continuous improvement.

2023–2025 LTP Award Performance Results.

The performance results under the 2023–2025 TVA Long-Term Performance Scorecard are below.

TVA's LTP Scorecard is based on a range of 0 percent to 200 percent for all participants other than the retired CEO and resulted in a payout of 98 percent of target opportunity.

For the retired CEO, TVA's LTP Scorecard is based on a scale of 0 percent to 150 percent, and resulted in an adjusted payout of 83 percent of target opportunity.

In reviewing the 2023–2025 performance period, the TVA Board considered strong performance in two areas along with below threshold performance for External Performance Indicators for the TVA Nuclear Fleet and slightly below target performance for the Powerful Partnerships Survey.

Below are key highlights for this performance period:

1 unchanged sentence

• Financial performance

• Debt continued to be consistent with long-term financial plan

• Residential rates are lower than those paid by over 80% of customers of the top 100 U.S.

• Industrial rates are lower than those paid by over 90% of customers of the top 100 U.S.

ü Nuclear performance

• Browns Ferry Unit 1 achieved 50 years of operation

• Initiated the preservation of 8,232 MW of carbon free generation for a total of 80 years with approval of the Nuclear Life Extension Program

• Partnerships for advancing new technologies

• External Performance Indicators for TVA Nuclear Fleet performed below threshold for 2024

– Remained in sound financial health

– Maintained competitiveness in total effective power rates

– Maintained alignment with debt and long-term financial plan

– TVA's residential customers pay rates lower than those of 80% of the top 100 U.S.

– TVA's industrial customers pay rates lower than those of 90% of the top 100 U.S.

• Customer relationships

– 97% of 153 LPCs have signed 20-year Partnership Agreements with TVA

• Supporting federal funding opportunities

• Powerful Partnerships Survey - performed just below target for 2024 as TVA continues to actively engage stakeholders across the Tennessee Valley

ü Continued economic development efforts have been successful (2022-2024)

• Companies have announced $28.3 billion in projected investments

• Approximately 177,600 jobs (49,100 jobs expected to be created and 128,500 jobs expected to be retained)

In light of operational performance challenges during the three-year performance cycle of the LTIP and concerns regarding TVA's ability to manage costs in light of future financial needs, the TVA Board exercised discretion to adjust the calculated 2022-2024 LTP Award payout from 114 percent to 82 percent , which is 72 percent of the calculated payout, for Mr.

For the remaining participants other than the CEO, the TVA Board determined that the calculated payout appropriately reflected executive performance in executing on TVA's long-term priorities and did not exercise its discretion to adjust the calculated payout.

Award payouts for NEOs are reported below and in the Executive Compensation Tables and Narrative Disclosures – Summary Compensation Table under "Non-Equity Incentive Plan Compensation."

– Continued active engagement with stakeholders as shown in the Powerful Partnership Survey results just below target

• Continued economic development efforts

– In 2025, companies announced projected capital investments of over $6.6 billion and are expected to create 9,316 jobs and retain 43,254 jobs

• Lower than threshold External Performance Indicators for the TVA Nuclear Fleet due to unplanned outages and derates at all sites.

Based on overall performance for the 2023–2025 LTIP cycle, the TVA Board approved the calculated payout of 98 percent for all participants, except for the retired CEO.

For the retired CEO, the TVA Board approved the calculated payout of 83 percent, which reflects the LTP Scorecard range of 0 percent to 150 percent for the retired CEO.

NEO award payouts are detailed below and in the Executive Compensation Tables and Narrative Disclosures – Summary Compensation Table under "Non-Equity Incentive Plan Compensation."

NEO 2023–2025 LTP Award Calculation

2 unchanged sentences

Achieved LTP Award

$ 3,556,000 82% $ 2,915,920

Thomas 1,395,000 143% 1,994,850

Moul $ 1,425,000 98% $ 1,396,500

Fountain 770,000 143% 1,101,100

Rausch 596,000 143% 852,280

Lyash's LTP award was calculated in the same manner as that of each NEO, except that his award was calibrated using a Scorecard Achievement range of 0 percent to 150 percent instead of 0 percent to 200 percent.

For the CEO, the maximum LTP award is 150 percent of the LTP incentive target.

2023–2025 Outstanding LTP Performance Cycle

The TVA Board previously approved the following overall LTP measures of TVA performance for all participants for the three-year cycle ending September 30, 2025 (awards to be paid in November 2025):

Performance Metric and Weighting Threshold Target Stretch (5)

(50% Payout) (100% Payout) (200% Payout)

Non-Fuel Delivered Cost of Power (1)

3,429,806 83% 2,846,739

Load Not Served (2)

External Performance Indicators for the TVA Nuclear Fleet (3)

Industry Median Top Quartile Top Fleet

Powerful Partnerships Survey (4)

Rice 342,870 98% 336,013

Thomas, III (2)

1,147,917 98% 1,124,959

(1) Non-Fuel Delivered Cost of Power measure has same definition as for the 2022-2024 LTP awards.

For the 2023-2025 performance cycle, the Non-Fuel Delivered Cost of Power measure will be calculated using an average of the 2023, 2024, and 2025 results.

(2) Load Not Served measure has same definition as for the 2022-2024 LTP awards.

For the 2023-2025 performance cycle, the Load Not Served measure will be calculated using an average of the 2023, 2024, and 2025 results.

(3) The External Performance Indicators for the TVA Nuclear Fleet measure has same definition as for the 2022-2024 LTP awards.

For the 2023-2025 performance cycle, the External Performance Indicators for the TVA Nuclear Fleet measure will be calculated based on 2025 results.

(4) The Powerful Partnerships Survey measure is conducted among customers, elected officials, business and economic development leaders, and the general public in the TVA service area to assess the strength of various stakeholder relationships with TVA.

For the 2023-2025 performance cycle, the Powerful Partnerships Survey measure will be calculated using an average of the 2023, 2024, and 2025 results.

(5) The Stretch Payout for the CEO is 150 percent.

2024–2026 Outstanding LTP Performance Cycle

In September 2024, the TVA Board approved the following overall LTP measures of TVA performance for all participants for the three-year cycle ending September 30, 2026 (awards to be paid in November 2026):

Performance Metric and Weighting

Threshold Target Stretch (4)

Total Spend (1)

2% Non-Fuel O&M, Inventory, & Cloud spend / 4% Capital spend over Budget

FY25 - FY26 cumulative Total Spend based on FY25 Budget

2% Non-Fuel O&M, Inventory, & Cloud spend / 4% Capital spend under Budget

Carbon-Free Performance Indicator (2)

Powerful Partnerships Survey (3)

(1) Total Spend represents total Non-Fuel O&M, Capital, Non-Fuel Inventory, and Cloud Implementation expenses for corporate and operational SBU organizations (excludes TVA Board).

This measure will support the overall TVA goal of maintaining costs and managing rates based on spending levels approved by TVA management and the TVA Board.

(2) Carbon-Free Performance Indicator measures renewable megawatts ("MW") added to the TVA system, energy program savings gigawatt hour ("GWh") and capacity MW provided by energy programs, and the ability to meet TVA's operational needs through demand response ("DR") event performance.

This measure supports the evolution of TVA's reliability and clean energy supply into the energy system of the future as well as helps manage the impact of TVA's identified enterprise risk related to planning and execution of the power system.

(3) The Powerful Partnerships Survey is conducted among customers, elected officials, business/economic development leaders, and the general public in the TVA service area to assess the strength of various stakeholder relationships with TVA.

This measure supports the effective management of TVA's reputation and ability to achieve desired outcomes and deliver on strategic priorities with stakeholders.

(4) The Stretch Payout for the CEO is 150 percent.

LTR Grant and Vested Awards

Rasmussen 300,000 98% 294,000

Tolene 145,000 98% 142,100

Fisher 250,000 98% 245,000

Rausch 725,000 98% 710,500

Lyash, the maximum LTP award is 150 percent of the LTP incentive target.

(2) LTP Target is prorated due to retirement in 2025.

Fountain separated from service before his 2023 - 2025 LTP Award vested.

Performance Measures for Future Performance Cycles .

For the three-year performance cycles ending on September 30, 2026, September 30, 2027, and September 30, 2028, the Board has approved the use of the following performance goals:

Total Spend, Carbon-Free Performance Indicator, and Powerful Partnerships Survey, which are weighted at 60 percent, 20 percent, and 20 percent, respectively.

LTR Grants and Vested Awards .

As a corporate agency of the U.S., TVA does not have equity securities that it can use to provide stock awards, options, or other equity-based awards as compensation for its employees.

1 unchanged sentence

These grants are intended to encourage executives to remain with TVA and to provide, in combination with salary, EAIP, and LTP grants, a competitive level of TDC.

Grants are generally effective as of October 1 and will become one-third vested on each subsequent September 30 or upon death, disability, or retirement if earlier on a pro-rated basis.

LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date.

The g rants are generally effective as of October 1 and the one-third vesting is on each subsequent September 30 or upon death, disability, or retirement if earlier on a pro-rated basis.

Each award will be paid in a lump sum within two months of vesting.

2024 LTR Grant

Following the market assessment conducted by FW Cook, effective October 1, 2023, TVA approved LTR grants to the NEOs.

These grants vest in three equal tranches on September 30, 2024, September 30, 2025, and September 30, 2026, contingent upon continued employment on each vesting date.

The amounts of these grants are set forth under Long-Term Incentive Plan ("LTIP") above.

2024 Vesting of Outstanding LTR Awards

LTR awards that vested in 2024 are described below and reported in the Executive Compensation Tables and Narrative Disclosures — Summary Compensation Table under "Non-Equity Incentive Plan Compensation ."

LTR awards that vested in 2025 are d escribed below and reported in the Executive Compensation Tables and Narrative Disclosures — Summary Compensation Table under "Non-Equity Incentive Plan Compensation." Total 2025 LTR Earned reflects vested tranches (one-third) of 2023, 2024, and 2025 LTR program awards.

2025 LTR Vested Awards Payout

NEO 2022 LTR Award 2023 LTR Award 2024 LTR Award 2022 LTR Tranche Vested 2023 LTR Tranche Vested 2024 LTR Tranche Vested 2024 LTR Earned (1)

Lyash $ 1,524,000 $ 1,707,000 $ 1,707,000 $ 508,000 $ 569,000 $ 569,000 $ 1,646,000

Thomas 585,000 600,000 700,000 195,000 200,000 233,333 628,333

NEO 2023 LTR Award 2024 LTR Award 2025 LTR Award 2023 LTR Tranche Vested (1)

2024 LTR Tranche Vested (2)

2025 LTR Tranche Vested (3)

Total 2025 LTR Earned

Moul $ 785,000 $ 984,000 (5)

Fountain 330,000 390,000 414,000 110,000 130,000 138,000 378,000

$ 1,050,000 $ 261,667 $ 350,000 $ 350,000 $ 961,667

1,707,000 1,707,000 1,707,000 331,917 331,917 331,917 995,751

Rice 91,296 (5)

558,000 47,963 186,000 186,000 419,963

Thomas, III (4)

600,000 700,000 700,000 83,333 97,222 97,222 277,777

Rasmussen 129,000 263,000 (5)

327,000 43,000 109,000 109,000 261,000

Tolene 63,000 303,000 (5)

387,000 21,000 140,000 129,000 290,000

Fisher 99,000 149,000 (5)

174,000 33,000 58,000 58,000 149,000

Rausch 330,000 375,000 402,000 110,000 125,000 134,000 369,000

(1) Awards reflect vested tranches of 2022, 2023, and 2024 LTR program awards.

LTR awards vest ratably over a three-year period, subject to continued employment on each vesting date.

The vesting schedule for the three LTR awards outstanding in 2024 is set forth below.

2024 VESTING OF OUTSTANDING LTR AWARDS

2024 CEO Pay Decisions - Overview and Analysis

CEO TDC EARNED IN 2024 - $8,135,558

Base Salary $ 1,227,000 2024 salary

EAIP $ 2,346,638 127.5 percent of target EAIP award, followed by 1.0 Corporate Multiplier;

100 percent Individual Performance Multiplier then applied

LTIP (LTP component) $ 2,915,920 82 percent of target LTP earned for the three-year performance cycle ended September 30, 2024

LTIP (LTR component) $ 1,646,000 2024 tranche of 2022, 2023, and 2024 LTR awards

Each year, the Committee makes compensation decisions with respect to CEO compensation for two separate earning periods:

the amount of TDC opportunity (which is forward-looking and incentivizes the CEO performance for the upcoming fiscal year), and the amount of TDC earned (which rewards CEO performance for the fiscal year period that just concluded).

2024 CEO Total Direct Compensation Analysis

On November 9, 2023, the TVA Board approved no compensation adjustment for Mr.

Lyash for 2024.

The 2024 target TDC opportunity for Mr.

Lyash, which remains equal to that of 2023, is illustrated below:

2024 CEO TARGET TDC OPPORTUNITY - YEAR OVER YEAR CHANGE RELATIVE TO MARKET (1)(2)( 3)(4)

(1) Target market assessment effective October 2023 and included market composite of WTW survey sample and proxy peer group.

This composite group includes 44 investor-owned utilities and government/non-profit entities further described in Item 11, Executive Compensation — Compensation Discussion and Analysis — Compensation Setting Process — Establishing Competitive Compensation — List of Compensation Peer Companies .

For 2024, CEO compensation reflects the same for “TVA 2023” and “TVA 2024” components.

(2) Market 50th Percentile amounts are benchmarks for each compensation component which are determined independently and do not sum together.

(3) Total Annual Compensation is calculated by adding Base Salary and EAIP.

For 2024, Base Salary of $1,227,000 plus EAIP of $1,840,500 equals $3,067,500.

For 2023, Base Salary of $1,227,000 plus EAIP of $1,840,500 equals $3,067,500.

(4) Total Long-Term Incentives are calculated by adding LTP and LTR.

For 2024, LTP of $3,983,000 plus LTR of $1,707,000 equals $5,690,000.

For 2023, LTP of $3,983,000 plus LTR of $1,707,000 equals $5,690,000.

2024 CEO TARGET TDC OPPORTUNITY - RELATIVE TO MARKET PERCENTILE (1)(2)

(1) Target market assessment effective October 2023 and included market composite of WTW survey sample and proxy peer group.

(2) Market 25th and 50th Percentile amounts are benchmarks for each compensation component which are determined independently and do not sum together.

2024 CEO Total Direct Compensation - Target Versus Earned ( 1)(2)

The TDC that Mr.

Lyash earned for 2024 reflected individual and company performance that met and exceeded most targets and was approximate ly 65% perf ormance-based compensation.

(1) 2022-2024 LTP award reflects a three-year performance cycle.

(2) LTR amount reflects the 2024 tranches of the 2022, 2023, and 2024 LTR awards.

CEO Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, TVA is providing the following information regarding the annual total compensation of TVA's CEO position and the annual total compensation of the median employee of the company:

• The total compensation for the CEO position for 2024 was $10,536,962.

• F or 2024, the median employee's annual total compensation wa s $163,779.

Based o n this information, the pay ratio of the total compensation for the CEO position to the median employee was approximately 64 to 1.

To identify the median employee and to determine the annual total compensation of the median employee, TVA took the following steps:

• TVA selected Septemb er 30, 2024, as the date on which to identify its median employee.

On September 30, 2024, TVA's employee population that had earnings in 2024 (including full-time, part-time, and temporary employees) consisted of 11,267 individual s located in the U.S.

• In order to identify the median employee from its employee population, TVA compared the compensation that would be included in Box 5 (Medicare Wages and Tips) of Form W-2, which includes salary, overtime, and incentive compensation, for the period from October 1, 2023 to September 30, 2024.

Box 5 compensation was used as it is representative of the compensation received by all employees and is readily available and objective.

• After identifying its median employee, TVA calculated that employee's compensation for 2024 as though that compensation was being calculated for purposes of the Summary Compensation Table, resulting in annual total compensation o f $163,779.

TVA believes that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

Because Item 402(u) provides companies with flexibility to select the methodology and assumptions used to identify the median employee and to calculate the pay ratio, the pay ratio reported by TVA may not be comparable to the pay ratios reported by other companies.

— — — — — — —

(1) Third installment of 2023 LTR.

(2) Second installment of 2024 LTR.

(3) First installment of 2025 LTR.

(4) LTR Tranche Vested is prorated due to retirement in 2025.

(5) The LTR award is prorated based on time in position.

Fountain separated from service before his LTR awards for 2025 vested.

Non-Direct Compensation Elements

Other Compensation

To recruit high-quality talent, TVA may offer recruitment awards as well as relocation assistance and reimbursement.

Executive Severance Plan

See Executive Compensation Tables and Narrative Disclosures — Executive Severance Plan below for additional information regarding the benefits available to covered executives under the Severance Plan as well as definitions of Gross Misconduct and Good Reason.

Retirement Benefits

TVA provides its NEOs with retirement benefits through both qualified and non-qualified plans in order to provide compensation beginning with retirement or termination of employment (if vesting requirements are satisfied), with enhanced compensation for certain executives to provide an additional incentive for hiring and retention of qualified individuals.

Qualified Plans .

TVA sponsors a qualified defined benefit plan ("pension plan") and a qualified defined contribution plan ("401(k) plan"), which are administered by the TVA Retirement System ("TVARS").

The availability of, and level of benefits provided by, these qualified plans are comparable to similar qualified plans provided by companies in TVA's peer group.

Non-Qualified Plans.

TVA has two non-qualified plans:

the Supplemental Executive Retirement Plan (“SERP”) and the Restoration Plan ("RP").

The SERP provides supplemental retirement benefits at compensation levels that are higher than the limits specified by Internal Revenue Service ("IRS") regulations for qualified retirement plans.

The purpose of the SERP is to provide a competitive retirement benefit level that cannot be delivered solely through TVA's qualified retirement plans due to IRS limitations and to provide a benefit level (as a percentage replacement of pre-retirement pay) that is more comparable to that of employees who are not subject to the IRS limitations.

The RP is a nonqualified excess 401(k) plan designed to allow certain eligible employees whose contributions to the 401(k) plan are limited by IRS rules to save additional amounts for retirement and receive non-elective and matching employer contributions.

The plan is designed to provide a competitive level of retirement benefits and assist in the recruitment of executive talent for TVA.

On July 16, 2025, the SERP was amended so that participants will cease accruing new benefits on September 30, 2025.

Participants will continue to be entitled to receive their accrued benefits as calculated on September 30, 2025.

Additionally, the RP, which previously prohibited participation by any TVA executive who was a participant in the SERP, was amended to authorize participation for all executives otherwise entitled to participate, effective October 1, 2025.

More information regarding these retirement benefits is found following the Pension Benefits Table.

Assessment of Risk

Executive Compensation Tables and Narrative Disclosures

7 unchanged sentences

All Other Compensation (4)

Lyash 2024 $ 1,227,000 $ — $ 6,908,558 $ 2,371,704 $ 29,700 $ 10,536,962

2025 $ 1,000,923 $ — $ 3,769,438 $ 908,756 $ 31,050 $ 5,710,167

President and Chief 2024 819,468 — 3,691,552 479,688 29,700 5,020,408

Executive Officer 2023 795,600 — 2,271,265 332,840 237,632 3,637,337

Thomas, III 2024 $ 860,441 $ — $ 3,886,999 $ 1,530,916 $ 24,750 $ 6,303,106

Lyash 2025 $ 745,638 $ — $ 5,119,514 $ 789,741 $ 164,368 $ 6,819,261

Retired President and Chief 2024 1,227,000 — 6,908,558 2,371,704 29,700 10,536,962

Executive Officer 2023 1,227,000 — 6,758,860 2,530,772 27,450 10,544,082

Executive Vice President

and Chief Financial Officer

2025 $ 550,214 $ — $ 1,391,512 $ 1,555 $ 96,368 $ 2,039,649

Thomas, III 2025 $ 431,081 $ — $ 1,900,938 $ 1,891,430 $ 146,523 $ 4,369,972

Retired Executive Vice President 2024 860,441 — 3,886,999 1,530,916 24,750 6,303,106

and Chief Financial and Strategy Officer 2023 835,380 — 2,743,221 950,898 22,875 4,552,374

Moul 2024 $ 819,468 $ — $ 3,691,552 $ 479,688 $ 29,700 $ 5,020,408

Executive Vice President 2023 795,600 — 2,271,265 332,840 237,632 3,637,337

and Chief Operating Officer 2022 765,000 — 1,742,662 139,756 945,452 3,592,870

Fountain 2024 $ 648,696 $ — $ 2,251,048 $ 402,448 $ 29,700 $ 3,331,892

Executive Vice President 2023 629,802 — 1,630,441 221,672 27,450 2,509,365

and General Counsel 2022 577,800 — 1,239,436 185,739 76,100 2,079,075

Senior Vice President and Chief Nuclear Officer

2025 $ 496,231 $ — $ 988,507 $ — (7)

$ 73,326 $ 1,558,064

Executive Vice President and General Counsel

2025 $ 439,226 $ — $ 766,972 $ 3,357 $ 334,319 $ 1,543,874

Executive Vice President and Chief Business Officer

2025 $ 443,886 $ — $ 776,246 $ — (8)

$ 64,002 $ 1,284,134

Rausch 2025 $ 682,581 $ — $ 1,775,654 $ 676,127 $ 31,050 $ 3,165,412

Executive Vice President 2023 637,640 — 1,817,165 322,682 27,450 2,804,937

Retiring Executive Vice President 2024 663,146 — 1,986,424 650,171 29,700 3,329,441

and Chief Nuclear Officer 2023 637,640 — 1,817,165 322,682 27,450 2,804,937

Fountain 2025 $ 475,145 $ — $ 485,183 $ 368,656 $ 1,291,573 $ 2,620,557

Former Executive Vice President 2024 648,696 — 2,251,048 402,448 29,700 3,331,892

and General Counsel 2023 629,802 — 1,630,441 221,672 27,450 2,509,365

(1) There were no bonus awards in 2025.

3 unchanged sentences

(5) The total compensation amount reflected in this column, determined under applicable SEC rules, may differ substantially from compensation amounts actually earned within the fiscal year reflected.

Change in Pension Value and Nonqualified Deferred Compensation Earnings can substantially impact this total, which are affected by external variables such as interest rates, assumptions about life expectancy, and changes in discount rate, which are functions of the economy and actuarial calculations not related to Company performance nor controlled or approved by the TVA Board or People Committee.

Change in Pension Value and Nonqualified Deferred Compensation Earnings can substantially impact this total, which are affected by external variables such as interest rates, assumptions about life expectancy, and changes in discount rate, which are functions of the economy and actuarial calculations not related to company performance or controlled or approved by the TVA Board or People and Governance Committee.

(6) The 2025 CEO Total Direct Compensation at target is below the 25th percentile of 2025 market composite data.

(7) The Change in Pension Value in 2025 was ($850).

(8) The Change in Pension Value in 2025 was ($174).

Non-Equity Incentive Plan Compensation

Lyash John M.

Thomas, III Donald A.

Moul David B.

Fountain Timothy S.

Moul Jeffrey J.

Lyash Thomas C.

Thomas, III Matthew M.

Rasmussen Rebecca C.

Tolene Jeremy P.

Fisher Timothy S.

Rausch David B.

EAIP $ 1,411,271 $ 1,277,024 $ 635,536 $ 498,202 $ 433,507 $ 334,872 $ 382,246 $ 696,154 $ 485,183

11 unchanged sentences

Change in Pension Value and Nonqualified Deferred Compensation Earnings

Lyash John M.

Thomas, III Donald A.

Moul David B.

Fountain Timothy S.

Moul Jeffrey J.

Lyash Thomas C.

Thomas, III Matthew M.

Rasmussen (B)

Tolene Jeremy P.

Rausch David B.

Increase under TVARS Plans (A)

3 unchanged sentences

(A) The present value of the TVARS Plans and SERP are impacted by plan assumption changes and actual plan experience which may be different than previously assumed.

(B) The Increase under TVARS Plans was ($850).

All Other Compensation

Lyash John M.

Thomas, III Donald A.

Moul David B.

Fountain Timothy S.

Moul Jeffrey J.

Lyash Thomas C.

Thomas, III Matthew M.

Rasmussen Rebecca C.

Tolene Jeremy P.

Fisher Timothy S.

Rausch David B.

401(k) Matching Contribution $ 15,525 $ 15,525 $ 15,525 $ 13,527 $ 15,525 $ 15,525 $ 15,525 $ 15,525 $ 15,525

Non-Elective 401(k) Contribution 15,525 15,525 10,350 10,350 10,350 10,350 10,350 15,525 15,525

Deferred Cash Recruitment/Relocation Incentive — — — (A)

Relocation Benefits — — — — —

Restoration Plan Contributions — — 70,493 — 47,451 308,444 (A)

Severance Payments — — — — — — — — 1,168,951

Unused Annual Leave — 133,318 — 122,646 — — — — 91,572

Total $ 31,050 $ 164,368 $ 96,368 $ 146,523 $ 73,326 $ 334,319 $ 64,002 $ 31,050 $ 1,291,573

Moul is required to repay to TVA a deferred cash recruitment and relocation incentive payment in the amount of $100,000 if, prior to June 21, 2025, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause.

(A) The amount for Ms.

Tolene represents a discretionary contribution of $275,000 and a restoration contribution of $33,444.

The amounts for the other NEOs represent restoration contributions.

The following table provides information on non-equity incentive plan opportunities and grants provided to NEOs and the possible range of payouts associated with the opportunities and grants.

Awards under the EAIP, LTP, and LTR that vested as of September 30, 2025, will be paid in cash during the first quarter of 2026.

GRANTS OF PLAN-BASED AWARDS TABLE

as of September 30, 2024

Grants of Plan-Based Awards Table as of September 30, 2025

Estimated Possible Payouts Under

5 unchanged sentences

Threshold (2)

Moul EAIP (3)

$ 484,640 $ 969,280 $ 1,938,560 9/30/2025

712,500 1,425,000 2,850,000 9/30/2025

LTR 2023-03 (5)

261,667 261,667 9/30/2025

LTR 2024-02 (5)

350,000 350,000 9/30/2025

LTR 2025-01 (5)

350,000 350,000 9/30/2025

$ 1,225,000 $ 2,450,000 $ 4,900,000 9/30/2026

LTR 2024-03 (5)

350,000 350,000 9/30/2026

LTR 2025-02 (5)

350,000 350,000 9/30/2026

1,225,000 2,450,000 4,900,000 9/30/2027

LTR 2025-03 (5)

350,000 350,000 9/30/2027

Lyash EAIP (3)

8 unchanged sentences

$ 1,051,070 $ 2,102,139 $ 3,153,209 9/30/2026

387,236 774,472 1,161,708 9/30/2027

Rice EAIP (3)

$ 189,780 $ 379,560 $ 759,120 9/30/2025

171,435 342,870 685,740 9/30/2025

LTR 2023-03 (5)

2 unchanged sentences

186,000 186,000 9/30/2025

LTR 2025-01 (5)

186,000 186,000 9/30/2025

$ 651,000 $ 1,302,000 $ 2,604,000 9/30/2026

LTR 2024-03 (5)

186,000 186,000 9/30/2026

LTR 2025-02 (5)

186,000 186,000 9/30/2026

651,000 1,302,000 2,604,000 9/30/2027

LTR 2025-03 (5)

186,000 186,000 9/30/2027

Thomas, III EAIP (3)

8 unchanged sentences

$ 336,459 $ 672,917 $ 1,345,834 9/30/2026

102,222 204,444 408,888 9/30/2027

Rasmussen EAIP (3)

$ 148,869 $ 297,738 $ 595,476 9/30/2025

150,000 300,000 600,000 9/30/2025

LTR 2023-03 (5)

2 unchanged sentences

109,000 109,000 9/30/2025

LTR 2025-01 (5)

109,000 109,000 9/30/2025

$ 382,100 $ 764,200 $ 1,528,400 9/30/2026

LTR 2024-03 (5)

109,000 109,000 9/30/2026

Moul EAIP (3)

LTR 2025-02 (5)

109,000 109,000 9/30/2026

2 unchanged sentences

109,000 109,000 9/30/2027

Tolene EAIP (3)

$ 114,997 $ 229,994 $ 459,988 9/30/2025

72,500 145,000 290,000 9/30/2025

LTR 2023-03 (5)

2 unchanged sentences

140,000 140,000 9/30/2025

LTR 2025-01 (5)

129,000 129,000 9/30/2025

$ 451,250 $ 902,500 $ 1,805,000 9/30/2026

LTR 2024-03 (5)

5 unchanged sentences

129,000 129,000 9/30/2027

Fountain EAIP (3)

Fisher EAIP (3)

$ 114,144 $ 228,288 $ 456,576 9/30/2025

31 unchanged sentences

134,000 134,000 9/30/2027

Fountain EAIP (3)

$ 166,615 $ 333,230 $ 666,460 9/30/2025

(1) TVA does not have any equity securities and therefore has no equity-based awards.

(2) Threshold, Target, and Maximum represent amounts that could be earned by an NEO based on performance during the applicable performance cycle.

Threshold, Target, and Maximum targets for EAIP and LTIP were 50 percent, 100 percent, and 200 percent for 2024 (for all eligible participants, except the CEO).

EAIP and LTIP Incentive awards for the CEO are calculated in the same manner except that the scorecard achievement ranges from 0 percent to 150 percent instead of 0 percent to 200 percent.

(3) Target incentive opportunities as a percentage of salaries were as follows:

Lyash, 150 percent;

Thomas, 80 percent;

Moul, 80 percent;

Fountain, 70 percent;

Rausch, 70 percent.

Additionally, a corporate multiplier ranging between 0 and 1.1 may be applied which can reduce the award to $0.

An individual performance multiplier of up to 150 percent may also be applied which may increase the award to 225 percent of target for all NEOs except for the CEO, whose maximum award is 150 percent of target.

Threshold, Target, and Maximum targets for EAIP and LTIP were 50 percent, 100 percent, and 200 percent for 2025 (for all eligible participants, except the retired CEO).

EAIP and LTIP incentive awards for the retired CEO are calculated in the same manner except that the scorecard achievement ranges from 0 percent to 150 percent instead of 0 percent to 200 percent.

(3) Target incentive opportunity was 70% of salary for Mr.

For all others, the target opportunity was a blended opportunity based on time in role.

An individual performance multiplier of up to 150 percent may also be applied which may increase the award to 225 percent of target for all NEOs except for the retired CEO, whose maximum award is 150 percent of target.

Actual EAIP awards earned for performance in 2025 are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.

(4) At the end of the performance period, TVA's LTIP Scorecard was applied to the grants in order to determine LTP award payouts.

For 2024, the TVA Board exercised discretion to adjust the CEO's calculated LTP payout percentage from 114 percent to 82 percent.

Award payouts are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.

The LTP awards for Mr.

Lyash and Mr.

Thomas are prorated due to retirement in 2025.

(5) All LTR awards will be paid in a lump sum within two months of the September 30th vesting date except in the case of death, disability, or retirement.

The awards will be paid in cash after deducting applicable federal, state, and local withholding taxes.

In the case of death, the beneficiary will be paid as soon as administratively practicable but in no event later than the last day of the second full calendar month following the participant's death.

In the case of death, the beneficiary will be paid as soon as

administratively practicable but in no event later than the last day of the second full calendar month following the participant's death.

Disability awards will be paid as soon as administratively practicable but in no event later than the last day of the second full calendar month following the participant's separation from service due to disability.

Actual LTR awards earned in 2025 are reported for each of the NEOs under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.

The LTR awards for Mr.

Lyash and Mr.

Thomas are prorated due to retirement in 2025.

(6) At the end of the performance period, TVA's LTIP Scorecard will be applied to the grants in order to determine LTP award payouts.

4 unchanged sentences

Name Plan Name Number of

Years of Credited Service (1)

Present Value of Accumulated Benefit Payments During Last Year

Years of Credited Service Present Value of Accumulated Benefit Payments During Last Year

Moul TVARS N/A N/A (2)

SERP Tier 1 4.275 (3)

$ 1,861,040 —

Lyash TVARS N/A N/A (2)

1 unchanged sentence

13,831,451 3,755,034

Rice TVARS 22.360 279,056 —

SERP Tier 1 N/A N/A —

Thomas, III TVARS 19.276 570,531 19,896

SERP Tier 1 19.276 7,593,527 2,061,530

Moul TVARS N/A N/A (3)

Rasmussen TVARS 22.380 354,509 —

SERP Tier 1 N/A N/A —

Tolene TVARS 22.380 334,537 —

SERP Tier 1 N/A N/A —

Fisher TVARS 21.060 267,788 —

SERP Tier 1 N/A N/A —

Rausch TVARS N/A N/A (2)

SERP Tier 1 6.958 2,285,412 —

1 unchanged sentence

SERP Tier 1 5.000 930,158 252,524

Rausch TVARS N/A N/A (3)

SERP Tier 1 5.917 1,609,285 —

(1) Limited to 24 years when determining supplemental benefits available under SERP Tier 1, described below.

Lyash was granted ten years of credited service for calculating his SERP benefit:

five years upon the commencement of his employment with TVA and an additional five years after five years of actual service.

As of September 30, 2024, Mr.

Lyash had 5.417 years of actual service and 15.417 years of credited service.

The present value of the accumulated SERP benefit with 15.417 years of credited service is $16,796,744.

Fountain, and Mr.

Rausch are not eligible to participate in the TVARS pension plan since they were hired after June 30, 2014.

five years upon the commencement of his employment with TVA and an additional five years because he was employed with TVA for at least five years.

Rausch, and Mr.

Fountain were not eligible to participate in the TVARS pension plan since they were hired after June 30, 2014.

(3) Under the terms of his offer letter, if Mr.

Moul is terminated for any reason prior to five years of actual service with TVA, the five-year vesting requirement under SERP will be waived and his SERP benefit will be calculated based on his actual years of credited service and his accrued benefit as of September 30, 2025.

Qualified Retirement Plans

The retirement benefits for which employees are eligible and receive under the TVARS pension plan and 401(k) plan depend on the employee's hire date, years of service, and individual elections, as follows:

• Employees who were first hired prior to January 1, 1996, receive (1) a traditional pension benefit calculated based on the employee's creditable service, the employee's average monthly salary for the highest three consecutive years of eligible compensation, and a pension factor based on the employee's age and years of service, less a Social Security offset, and (2) 401(k) plan matching contributions from TVA.

The 401(k) plan matching contribution is $0.25 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 1.5 percent of eligible compensation.

None of the NEOs are in this group.

• Employees who were first hired prior to January 1, 1996, and who elected to switch pension structures from traditional to cash balance, receive (1) a cash balance pension benefit calculated based on (a) pay-based credits and interest that accrue over time in the employee's account and (b) the employee's age at the time of retirement, and (2) 401(k) plan matching contributions from TVA.

The monthly pay credits are equal to six percent of eligible compensation, and monthly interest is credited at an annual interest rate equal to the change in the CPI-U plus three percent (with a minimum of six percent and maximum of 10 percent).

The interest rate during 2024 was 7.69 percent.

The 401(k) plan matching contribution is $0.75 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 4.5 percent of eligible compensation.

None of the NEOs are in this group.

The retirement benefits for which employees are eligible and receive under the TVARS pension plan and 401(k) plan depend on the employee's hire date, years of service, and individual elections.

Following is a discussion of the benefits for which the NEOs are eligible.

• Employees who were first hired on or after January 1, 1996, and who had 10 or more years of service as of October 1, 2016, receive (1) a cash balance pension benefit calculated based on (a) pay-based credits and interest that accrue over time in the employee's account and (b) the employee's age at the time of retirement, and (2) 401(k) plan non-elective and matching contributions from TVA.

2 unchanged sentences

The 401(k) plan automatic, non-elective contribution is equal to three percent of eligible compensation, and the matching contribution is $0.75 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 4.5 percent of eligible compensation.

Thomas is in this group.

• Employees who were first hired on or after January 1, 1996, and who had less than 10 years of service as of October 1, 2016, receive (1) a cash balance pension benefit calculated based on pay-based credits and interest that accrue over time

in the employee's account and the employee's age at the time of retirement, and (2) 401(k) plan non-elective and matching contributions from TVA.

As of October 1, 2016, the cash balance accounts of these employees receive no additional pay-based credits;

however, the accounts continue to receive monthly interest credits at an annual interest rate equal to the change in the CPI-U plus two percent (with a minimum of 4.75 percent and a maximum of 6.25 percent).

The interest rate during 2024 was 6.25 percent.

The 401(k) plan automatic, non-elective contribution is equal to six percent of eligible compensation, and the matching contribution is dollar-for-dollar on employee contributions up to six percent of eligible compensation, for a maximum matching contribution of six percent of eligible compensation.

None of the NEOs are in this group.

• Employees who were hired prior to July 1, 2014, and who elected to waive their cash balance retirement benefit and transfer their cash balance account to the 401(k) plan effective October 1, 2018, receive a retirement benefit in the 401(k) plan only.

The 401(k) plan is an automatic, non-elective contribution that is equal to six percent of eligible compensation, and the matching contribution is dollar-for-dollar on employee contributions up to six percent of the eligible compensation, for a maximum matching contribution of six percent of eligible compensation.

None of the NEOs are in this group.

Rasmussen, and Mr.

Fisher are in this group.

• Employees who were first hired on or after July 1, 2014 (or who were rehired and were either previously not vested in the pension plan or cashed out their pension benefit) receive a retirement benefit in the 401(k) plan only.

The 401(k) plan automatic, non-elective contribution is equal to 4.5 percent of eligible compensation, and the matching contribution is $0.75 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 4.5 percent of eligible compensation.

401(k) plan automatic, non-elective contribution is equal to 4.5 percent of eligible compensation, and the matching contribution is $0.75 on every dollar contributed by the employee up to six percent of eligible compensation, for a maximum matching contribution of 4.5 percent of eligible compensation.

Fountain, and Mr.

2 unchanged sentences

For NEOs who are eligible for retirement benefits under the pension plan, which includes Mr.

Thomas, eligible compensation is defined as annual salary only for benefit calculation purposes and is shown under the column titled "Salary" in the Summary Compensation Table.

Rasmussen, and Mr.

Fisher, eligible compensation is defined as annual salary only for benefit calculation purposes and is shown under the column titled "Salary" in the Summary Compensation Table.

The eligible compensation in 2025 could not exceed $345,000 pursuant to the IRS annual compensation limit applicable to qualified plans.

8 unchanged sentences

Supplemental Executive Retirement Plan .

All NEOs are participants in the SERP.

Certain NEOs are participants in the SERP .

The SERP is a non-qualified defined benef it pension pla n similar to those typically found in other companies in TVA's peer group and is provided to a limited number of executives, including the NEOs.

10 unchanged sentences

Thereafter, any vested and accrued benefits are reduced by 10/12 percent for each month that the date of benefit commencement precedes the participant's 62nd birthday up to a maximum reduction of 70 percent.

For purposes of the SERP, an "approved" termination means termination of employment with TVA due to (1) retirement on or after the participant's 62nd birthday, (2) retirement on or after attainment of actual age 55, if such retirement has the approval of the TVA Board or its delegate, (3) death in service as an employee, (4) disability (as defined under the Rules and Regulations of

the TVARS) as determined by the Retirement Committee, or (5) any other circumstance approved by the TVA Board or its delegate.

For purposes of the SERP, an "unapproved" termination means a termination of employment with TVA when such termination does not constitute an "approved" termination as defined in the preceding sentence.

5 unchanged sentences

SERP Tier 2 .

The purpose of this restoration plan is to adjust qualified plan benefits to executives when benefits are lost due to IRS limits .

The Tier 2 structure is designed to adjust qualified plan benefits to executives when benefits are lost due to IRS limits .

Pension be nefits are based on a participant's average compensation over three consecutive fiscal years and a pension multiplier of 1.3 percent for each year of service.

For benefit calculation, pension in cludes salary and annual incentives.

TVA has no NEOs under Tier 2.

Restoration Plan .

Effective October 1, 2022, TVA established the RP.

The plan is designed to provide a competitive level of retirement benefits and assist in the recruitment of executive talent for TVA.

Nonqualified Deferred Compensation

4 unchanged sentences

Contributions in 2025

Contributions in 2024 Aggregate

Contributions in 2025 (1)

Earnings in 2025 (2)

1 unchanged sentence

September 30, 2025

Moul $ — $ — $ — $ — $ —

Lyash — — — — —

Rice — 70,493 4,797 (7)

— 111,720 (10)

Thomas, III — — — — —

Moul — — — — —

Fountain 36,396 — 9,343 — 45,739 (3)

Rasmussen 40,431 (3)

47,451 38,277 (7)

— 335,450 (10)

Tolene 254,402 (4)

308,444 74,934 (8)

— 879,841 (10)

Fisher — 38,127 9,084 (7)

— 115,641 (10)

Rausch 71,050 (5)

(1) Includes vested contributions.

None of these amounts are included in the Summary Compensation Table as compensation for 2024.

— 181,972 (10)

Fountain 92,851 (6)

21,262 131,376 (10)

(1) All amounts are included in the Summary Compensation Table as compensation for 2025.

The amount for Ms.

Tolene represents a discretionary contribution of $275,000 and a restoration contribution of $33,444.

The amounts for the other NEOs represent restoration contributions.

The restoration contributions will be credited to the applicable plan accounts in 2026.

(2) Includes vested earnings.

Because none of the amounts are above market or preferential earnings under SEC rules, none of these amounts are included in the Summary Compensation Table.

(3) Includes vested contributions and earnings.

$36,396 of this amount has been reported in the Summary Compensation Table as compensation for a prior fiscal year.

(3) Represents vested contributions of $40,431 under the Restoration Plan.

This amount is included in the Summary Compensation Table as compensation for 2025.

(4) Represents vested contributions of $173,538 under the Deferred Compensation Plan and vested contributions of $80,864 under the Restoration Plan.

$218,888 is included in the Summary Compensation Table as compensation for 2025.

(5) Represents vested contributions of $71,050 under the Deferred Compensation Plan.

This amount is included in the Summary Compensation Table as compensation for 2025.

(6) Represents vested contributions of $92,851 under the Deferred Compensation Plan.

$38,815 is included in the Summary Compensation Table as compensation for 2025.

(7) Represents vested earnings in the Restoration Plan.

(8) Represents vested earnings of $22,858 in the Deferred Compensation Plan and vested earnings of $52,076 in the Restoration Plan.

(9) Represents vested earnings in the Deferred Compensation Plan.

(10) Includes vested contributions and earnings.

$80,717 of this amount has been reported in the Summary Compensation Table as compensation for a prior fiscal year.

The following amounts have been reported in the Summary Compensation Table as compensation for a prior fiscal year:

Rasmussen, Ms.

Tolene, and Mr.

Rausch, $80,717;

Fountain, $90,432.

TVA's compensation plans may allow participants to defer all or a portion of compensation earned under the plans as defined by plan terms and IRS regulations.

4 unchanged sentences

Executive Severance Plan

All NEOs are participants in the TVA Executive Severance Plan (the "Severance Plan").

Certain executives, including the NEOs, are participants in the TVA Executive Severance Plan (the "Severance Plan").

The Severance Plan provides that if TVA terminates an NEO’s employment other than for Gross Misconduct (as defined below) or such participant terminates employment for Good Reason (as defined below), such participant will be eligible to receive the following benefits in addition to his or her accrued compensation:

• For the CEO, a lump sum severance payment equal to the applicable multiplier times the employee's annual base salary, and continued healthcare benefits for a number of complete or partial years equal to such multiplier.

The applicable multiplier is 1.0 for the CEO.

• For the other NEOs, a lump sum severance payment equal to the applicable multiplier times the sum of the employee’s annual base salary and target annual incentive, and continued healthcare benefits for a number of complete or partial years equal to such multiplier.

The applicable multiplier is 1.0 for the other NEOs.

• For the retired CEO, a lump sum severance payment equal to the applicable multiplier times the employee's annual base salary, and continued healthcare benefits for a number of complete or partial years equal to such multiplier.

The applicable multiplier is 1.0 for the retired CEO.

• For all NEOs other than the retired CEO, a lump sum severance payment equal to the applicable multiplier times the sum of the employee’s annual base salary and target annual incentive, and continued healthcare benefits for a number of complete or partial years equal to such multiplier.

The applicable multiplier is 1.0 for these NEOs.

• Any earned but unpaid incentive payments, and a prorated annual incentive payment for the year of termination based on actual achievement of performance goals.

15 unchanged sentences

Potential Payments on Account of Resignation, Retirement, Termination without Cause, Termination with Cause, Death, or Disability

The tables below show certain potential payments that would have been made to each NEO if his or her employment had been terminated on September 30, 2024, under various scenarios:

The tables below show certain potential payments that would have been made to each NEO who was still employed by TVA on September 30, 2025, if his or her employment had been terminated on September 30, 2025, under various scenarios:

retirement, resignation, resignation for Good Reason, termination without Cause, termination with Cause, death, and disability.

In addition, the tables below show post-employment payments that were made to the NEOs who separated from service during 2025 as well as estimated payments that have been or will be made to these NEOs after September 30, 2025.

The tables below also include payments from the following sources:

Severance Plan, SERP, EAIP, deferred cash recruitment/relocation incentive, LTR, LTP, and deferred compensation.

Severance Plan, SERP, RP, EAIP, LTR, LTP, and deferred compensation.

The following provides background information on certain payments included in the termination tables:

19 unchanged sentences

• LTP Payment in the Event of Retirement.

The LTIP provides that if a participant retires, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) a prorated portion of any LTP awards that had not vested at the time of the participant's separation from service, provided that the amount of any such LTP award (a) is calculated using the actual percent of opportunity achieved and (b) is prorated based on the number of whole months the participant is employed by TVA during the applicable performance cycle.

Jeff Lyash and John Thomas are the only NEOs who were eligible to retire as of September 30, 2024, and the LTP amounts included

in their Retirement columns assume that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2025 and September 30, 2026.

The LTIP provides that if a participant retires, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and

(2) a prorated portion of any LTP awards that had not vested at the time of the participant's separation from service, provided that the amount of any such LTP award (a) is calculated using the actual percent of opportunity achieved and (b) is prorated based on the number of whole months the participant is employed by TVA during the applicable performance cycle.

Rausch is the only NEO who was eligible to retire as of September 30, 2025, and the LTP amounts included in his Retirement column assumes that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2026 and September 30, 2027.

Lyash and Mr.

Thomas both retired during 2025.

• LTP Payment in Event of Death.

The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle.

The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received an LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle.

• LTP Payment in Event of Disability.

The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received a LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received an LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

In addition to the amounts set forth in the termination tables, all NEOs would also be entitled to payments from plans generally available to TVA employees under the specific circumstances of termination of employment, including the health and welfare and pension plans and amounts in the 401(k) plan.

Lyash Resignation Retirement Termination without Cause or Resignation for Good Reason Termination

Moul Resignation Retirement Termination without Cause or Resignation for Good Reason Termination

with Cause Death/Disability

1 unchanged sentence

1,861,040 1,861,040 1,861,040 1,861,040 1,861,040

Restoration Plan — — — — —

EAIP 1,411,271 1,411,271 1,411,271 1,411,271 1,411,271

Deferred Cash Recruitment/Relocation Incentive — — — — —

LTR 961,667 961,667 961,667 961,667 1,428,334

1,396,500 1,396,500 3,846,500 1,396,500 3,846,500

Deferred Compensation — — — — —

Total Value of Potential Payments $ 5,630,478 $ 5,630,478 $ 10,600,478 $ 5,630,478 $ 8,547,145

(1) Under the terms of his offer letter, if Mr.

(2) On July 25, 2025, the TVA Board authorized Mr.

Moul to receive prorated LTP benefits under the LTP, without regard to meeting the retirement requirements as defined in the LTP, so long as he separates from service due to (1) a termination of service by TVA, other than due to Gross Misconduct or as a result of death or disability, or (2) a resignation due to Good Reason.

Rice Resignation Retirement Termination without Cause or Resignation for Good Reason Termination

with Cause Death/Disability

Severance Plan $ — $ — $ 1,233,750 $ — $ —

SERP — — — — —

Restoration Plan 41,227 41,227 41,227 41,227 41,227

EAIP 635,536 635,536 635,536 635,536 635,536

LTR 419,963 419,963 419,963 419,963 667,963

LTP 336,013 336,013 336,013 336,013 1,638,013

1 unchanged sentence

Total Value of Potential Payments $ 1,432,739 $ 1,432,739 $ 2,666,489 $ 1,432,739 $ 2,982,739

(1) In February 2019, TVA entered into an arrangement with Mr.

Lyash that provides that he will be granted five years of credited service for calculating his SERP benefit upon commencement of his employment with TVA and will be granted an additional five years of credited service after five years of actual service.

As of September 30, 2024, Mr.

Lyash had 5.417 years of actual service and 15.417 years of credited service.

Thomas, III Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability

Rasmussen Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability

Severance Plan $ — $ — $ 534,400 $ — $ —

7,880,284 7,880,284 7,880,284 7,880,284 7,880,284

SERP — — — — —

Restoration Plan 287,999 287,999 287,999 287,999 287,999

EAIP 433,507 433,507 433,507 433,507 433,507

Deferred Cash Recruitment/Relocation Incentive — — — — —

LTR 261,000 261,000 261,000 261,000 406,333

2 unchanged sentences

Total Value of Potential Payments $ 1,276,506 $ 1,276,506 $ 1,810,906 $ 1,276,506 $ 2,186,039

(1) Actual benefit would be paid in five annual installments beginning upon separation from service.

(2) Assumes that the TVA Board or its delegate determines that the termination is an approved termination under SERP.

See Executive Compensation Tables and Narrative Disclosures — Retirement and Pension Plans — Supplemental Executive Retirement Plan above for a discussion of approved and unapproved terminations under SERP.

Moul Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability

Tolene Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability

Severance Plan $ — $ — $ 1,130,500 $ — $ —

SERP — — — — —

Restoration Plan 505,627 505,627 505,627 505,627 505,627

EAIP 334,872 334,872 334,872 334,872 334,872

Deferred Cash Recruitment/Relocation Incentive (2)

LTR 290,000 290,000 290,000 290,000 467,500

LTP 142,100 142,100 142,100 142,100 1,044,600

1,680,250 1,680,250 3,105,250

Deferred Compensation 202,746 202,746 202,746 202,746 202,746

Total Value of Potential Payments $ 1,475,345 $ 1,475,345 $ 2,605,845 $ 1,475,345 $ 2,555,345

(1) The five-year vesting requirement has not been met.

(2) Under the terms of his offer letter, Mr.

Moul is required to repay to TVA deferred cash recruitment and relocation incentive payment in the amount of $100,000 if, prior to June 21, 2025, he (1) voluntarily terminates employment unless the separation is for reasons beyond his control and acceptable to TVA, or (2) is terminated for cause.

(3) Is not eligible to retire based on definition in the LTIP plan.

Fountain Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability

Fisher Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability

Severance Plan $ — $ — $ 800,000 $ — $ —

SERP — — — — —

Restoration Plan 77,514 77,514 77,514 77,514 77,514

EAIP 382,246 382,246 382,246 382,246 382,246

Deferred Cash Recruitment/Relocation Incentive — — — — —

LTR 149,000 149,000 149,000 149,000 226,333

LTP 245,000 245,000 245,000 245,000 646,000

1,101,100 1,101,100 2,081,100

Deferred Compensation — — — — —

Total Value of Potential Payments $ 853,760 $ 853,760 $ 1,653,760 $ 853,760 $ 1,332,093

(1) The five-year vesting requirement has not been met.

(2) Is not eligible to retire based on definition in LTIP plan.

Rausch Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability

1 unchanged sentence

SERP 2,285,412 2,285,412 2,285,412 2,285,412 2,285,412

Restoration Plan — — — — —

EAIP 696,154 696,154 696,154 696,154 696,154

Deferred Cash Recruitment/Relocation Incentive — — — — —

LTR 369,000 369,000 369,000 369,000 543,167

LTP 710,500 1,452,166 1,452,166 710,500 1,452,166

852,280 852,280 1,577,280

Deferred Compensation 110,922 110,922 110,922 110,922 110,922

Total Value of Potential Payments $ 4,171,988 $ 4,913,654 $ 6,074,822 $ 4,171,988 $ 5,087,821

(1) Is not eligible to retire based on definition in LTIP plan.

Post-Employment Payments for Jeffrey J.

Lyash, John M.

Thomas, III, and David B.

Payments for 2025 Estimated Payments After 2025

Severance Plan $ — $ —

SERP 3,755,034 (2)

15,020,136 (3)

Restoration Plan — —

EAIP 1,277,024 (4)

LTR 995,751 (5)

LTP 2,846,739 (4)

2,876,611 (6)

Deferred Compensation — —

Total Value of Payments $ 8,874,548 $ 17,896,747

Lyash retired from TVA on May 1, 2025.

(2) Represents the first of five SERP benefit installments.

(3) Represents the sum of the four remaining annual installments.

(4) The payment is expected to be made in November 2025.

(5) The payment was made in October 2025.

Lyash will receive 19/36ths of the actual LTP award that vests on September 30, 2026, and 7/36ths of the actual LTP award that vests on September 30, 2027.

Assuming 100 percent payout, these amounts will be $2,102,139 and $774,472, respectively.

Thomas, III (1)

Payments for 2025 Estimated Payments After 2025

Severance Plan $ — $ —

SERP 2,061,530 (2)

8,246,120 (3)

Restoration Plan — —

EAIP 498,202 (4)

LTR 277,777 (5)

LTP 1,124,959 (4)

Deferred Compensation — —

Total Value of Payments $ 3,962,468 $ 9,123,481

Thomas retired from TVA on March 8, 2025.

(2) Represents the first of five SERP benefit installments.

(3) Represents the sum of the four remaining annual installments.

(4) The payment is expected be made in November 2025.

(5) The payment was made in October 2025.

Thomas will receive 17/36ths of the actual LTP award that vests on September 30, 2026, and 5/36ths of the actual LTP award that vests on September 30, 2027.

Assuming 100 percent payout, these amounts will be $672,917 and $204,444, respectively.

Payments for 2025 Estimated Payments After 2025

Severance Plan $ 1,168,951 (2)

SERP 252,524 (3)

1,010,096 (4)

Restoration Plan — —

EAIP 485,183 (5)

Deferred Compensation 21,262 (6)

Total Value of Payments $ 1,927,920 $ 1,102,657

Fountain separated from service from TVA on June 1, 2025.

Fountain received a payment of $1,168,951 under the TVA Severance Plan in June 2025.

(3) Represents the first of five SERP benefit installments.

(4) Represents the sum of the four remaining annual installments.

(5) The payment is expected to be made in November 2025.

(6) Represents the first of five installments from the Deferred Compensation Plan.

(7) Represents the sum of the four remaining annual installments.

CEO Pay Ratio Disclosure

• The total compensation for the CEO position for 2025 was $5,710,167 .

• F or 2025 , the median employee's annual total compensation wa s $170,254.

Based o n this information, the pay ratio of the total compensation for the CEO position to the median employee was approximately 34 to 1.

To identify the median employee and to determine the annual total compensation of the median employee, TVA took the following steps:

• TVA selected September 30, 2025 , as the date on which to identify its median employee.

On September 30, 2025 , TVA's employee population that had earnings in 2025 (including full-time, part-time, and temporary employees) consisted of 10,427 individual s located in the U.S.

Box 5 compensation was used as it is representative of the compensation received by all employees and is readily available and objective.

• After identifying its median employee, TVA calculated that employee's compensation for 2025 as though that compensation was being calculated for purposes of the Summary Compensation Table, resulting in annual total compensation o f $170,254.

TVA believes that the above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

Other Agreements

2 unchanged sentences

The TVA Act provides for up to nine directors on the TVA Board.

As of November 13, 2024, the TVA Board consisted of eight members.

As of September 30, 2025, the TVA Board consisted of three members.

Under the TVA Act, each director receives certain stipends that are increased annually by the same percentage increase applicable to adjustments under 5 U.S.C.

§ 5318, which adjusts the annual rates of pay of employees on the Executive Schedule of the U.S.

Effective January 1, 2024, the annual stipend for TVA directors was increased fr om $58,400 to $61,100 per year unless (1) the director chairs a TVA Board committee, in which case the stipend was increased from $59,500 to $62,300 per year, or (2) the director is the Chair of the TVA Board, in which case the stipend was increased from $65,000 to $68,100 per year.

Effective January 1, 2025, the annual stipend for TVA directors was increased from $61,100 to $62,100 per year unless (1) the director chairs a TVA Board committee, in which case the stipend was increased from $62,300 to $63,400 per year, or (2) the director is the Chair of the TVA Board, in which case the stipend was increased from $68,100 to $69,300 per year.

Directors are also reimbursed under federal law for travel, lodging, and related expenses while attending meetings and for other official TVA business.

The annual stipends provided by the TVA Act for each director and for the Chair of the TVA Board as of November 13, 2024, are listed below:

The most recent annual stipends provided by the TVA Act for each director, including former directors, and for the Chair of the TVA Board are listed below:

TVA Board Annual Stipends

Name Annual Stipend

Ritch $ 68,100

Harwell 62,300

Michelle Moore 62,300

Noland 62,300

Renick $ 69,300

Wade White 62,300

The following table provides information on the compensation received by TVA's directors during 2024:

Geer (former director) 63,400

Harwell (former director) 63,400

Michelle Moore (former director) 63,400

Noland (former director) 63,400

Ritch (former director) 69,300

The following table provides information on the compensation received by TVA's directors, including former directors, during 2025:

Director Compensation

6 unchanged sentences

Compensation (2)

Ritch $ 66,398 $ — $ — $ — $ — $ 3,320 $ 69,718

Geer 60,373 — — — — 604 60,977

Harwell 61,546 — — — — 3,077 64,623

Klein 61,546 — — — — 3,077 64,623

Michelle Moore 61,284 — — — — 3,064 64,348

Noland 61,546 — — — — 3,077 64,623

Renick $ 65,331 $ — $ — $ — $ — $ 3,019 $ 68,350

Wade White 61,320 — — — — 3,064 64,384

Klein 63,087 — — — — 3,077 66,164

63,087 — — — — 3,064 66,151

Geer (former director) 44,943 — — — — 604 45,547

Harwell (former director) 17,984 — — — — 3,077 21,061

Michelle Moore (former director) 32,362 — — — — 3,064 35,426

Noland (former director) 17,984 — — — — 3,077 21,061

Ritch (former director) 36,174 — — — — 3,320 39,494

(1) TVA directors do not participate in the TVARS Retirement Plans, TVA's SERP, or any non-qualified deferred compensation plan available to TVA employees.

10 unchanged sentences

As members of FERS, each director is required to make a mandatory percentage contribution of his or her stipend to the Basic Benefit Plan in the amount of 0.8 percent for those directors appointed prior to January 1, 2013, 3.1 percent for those directors appointed between January 1, 2013, and December 31, 2013, and 4.4 percent for those directors appointed on or after January 1, 2014.

The FERS Basic Benefit Plan is a qualified defined benefit plan that provides a retirement benefit based on a final average pay formula that includes age, highest average salary during any three consecutive years of service, and years of creditable service.

creditable service.

A director must have at least five years of creditable service to be eligible to receive retirement benefits.

11 unchanged sentences

Compensation Committee Interlocks and Insider Participation

The People and Governance Committee of the TVA Board currently consists of the following four directors:

Noland, Beth Harwell, Robert P.

Klein, and Joe H.

No member of this Committee was at any time during 2024 o r at any other time an officer or employee of TVA, and no member of this committee had any relationship with TVA requiring disclosure under Item 404 of Regulation S-K.

The People and Governance Committee of the TVA Board currently consists of the following director:

No member of this Committee was at any time during 2025 or at any other time an officer or employee of TVA, and no member of this committee had any relationship with TVA requiring disclosure under Item 404 of Regulation S-K.

No executive officer of TVA has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the People and Governance Committee during 2025.

2 unchanged sentences

People and Governance Committee

Noland, Chair

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

66 unchanged sentences

federal financial reporting responsibilities for the preparation and audit of the 2025 and 2024 federal consolidated financial statements of which TVA is a component;

Bond offering and other financing comfort letters;

and attestation on TVA's management report of eligible green expenditures.

and Bond offering and other financing comfort letters.

(2) Audit-related fees primarily reflect pre-implementation assessments related to information technology system upgrades.

(3) All other fees reflect accounting and financial reporting research software license costs and advisory services related to the SEC climate-related rule.

(3) All other fees reflect accounting and financial reporting research software license costs.

The TVA Board has an Audit, Risk, and Cybersecurity Committee ("Audit Committee").

34 unchanged sentences

10.1 Second Amended and Restated March Maturity Credit Agreement Dated as of March 25, 2022, Among Tennessee Valley Authority, as the Borrower, Toronto Dominion (Texas) LLC, as Administrative Agent, The Toronto-Dominion Bank, New York Branch, as Letter of Credit Issuer and a Lender, Bank of America, N.A., Canadian Imperial Bank of Commerce, New York Branch, First Horizon Bank, Morgan Stanley Bank, N.A., and The Bank of New York Mellon (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on March 30, 2022, File No.

10.2 Second Amended and Restated September Maturity Credit Agreement Dated as of September 21, 2021, Among Tennessee Valley Authority, as the Borrower, Royal Bank of Canada, as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on September 24, 2021, File No.

10.3 First Amendment Dated as of March 29, 2023, to Second Amended and Restated September Maturity Credit Agreement Dated as of September 21, 2021, Among Tennessee Valley Authority, as the Borrower, Royal Bank of Canada, as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.2 to TVA's Current Report on Form 8-K filed on April 3, 2023, File No.

10.2 Third Amended and Restated September Maturity Credit Agreement Dated as of September 10, 2025, Among Tennessee Valley Authority, as the Borrower, Royal Bank of Canada, as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on September 15, 2025, File No.

10.3 $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, Among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on August 7, 2015, File No.

3 unchanged sentences

10.7 Fourth Amendment Dated as of January 5, 2023, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, February 21, 2018, and February 27, 2020, Among TVA, Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender, and the Other Lenders Party Thereto (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on January 6, 2023, File No.

10.9 F ifth Amendment Dated as of J une 14 , 202 4 , to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, February 21, 2018, February 27, 2020, and January 5, 2023, Between TVA and Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on J une 14 , 202 4 , File No.

10.8 Fifth Amendment Dated as of June 14, 2024, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, February 21, 2018, February 27, 2020, and January 5, 2023, Between TVA and Bank of America, N.A., as Administrative Agent, Letter of Credit Issuer, and a Lender (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on June 14, 2024, File No.

10.9 December 2019 Maturity Community Bank Credit Agreement Dated as of December 12, 2016, with SunTrust Bank as Administrative Agent and a Lender, Branch Banking and Trust Company as Letter of Credit Issuer and a Lender, First National Bank, First Tennessee Bank National Association, HomeTrust Bank, Pinnacle Bank, Regions Bank, Trustmark National Bank, and United Community Bank (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on December 15, 2016, File No.

32 unchanged sentences

10.22 Head Lease Agreement Dated as of August 9, 2013, Among the United States of America, TVA, and Southaven Combined Cycle Generation LLC (Incorporated by reference to Exhibit 10.35 to TVA's Annual Report on Form 10-K for the year ended September 30, 2013, File No.

10.24 Facility Lease-Purchase Agreement Dated as of October 2, 2024, Between Johnsonville Aeroderivative Combustion Turbine Generation LLC and TVA

10.25 Head Lease Agreement Dated as of October 2, 2024, Among the United States of America, TVA, and Johnsonville Aeroderivative Combustion Turbine Generation LLC

10.26 Construction Management Agreement Dated as of October 2, 2024, Between Johnsonville Aeroderivative Combustion Turbine Generation LLC and TVA

10.23 Facility Lease-Purchase Agreement Dated as of October 2, 2024, Between Johnsonville Aeroderivative Combustion Turbine Generation LLC and TVA (Incorporated by reference to Exhibit 10.24 to TVA’s Annual Report on Form 10-K for the year ended September 30, 2024, File No.

10.24 Head Lease Agreement Dated as of October 2, 2024, Among the United States of America, TVA, and Johnsonville Aeroderivative Combustion Turbine Generation LLC (Incorporated by reference to Exhibit 10.25 to TVA’s Annual Report on Form 10-K for the year ended September 30, 2024, File No.

10.25 Construction Management Agreement Dated as of October 2, 2024, Between Johnsonville Aeroderivative Combustion Turbine Generation LLC and TVA (Incorporated by reference to Exhibit 10.26 to TVA’s Annual Report on Form 10-K for the year ended September 30, 2024, File No.

10.26* Federal Facilities Compliance Agreement Between the United States Environmental Protection Agency and TVA (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No.

1 unchanged sentence

10.28† Amended and Restated TVA Compensation Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No.

10.30† Amended and Restated Supplemental Executive Retirement Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10.

5 to TVA's Current Report on Form 8-K f iled on May 9 , 2024 , File No.

10.31† Amended and Restated Executive Annual Incentive Plan A pproved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10.

2 to TVA's Current Report on Form 8-K f iled on May 9, 2024 , File No.

10.32† Amended and Restated Deferred Compensation Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10.

7 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No.

10.33† Amended and Restated Long-Term Incentive Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10.

3 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No.

10.34† Amended and Restated Executive Severance Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10.

4 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No.

10.35† Amended and Restated Restoration Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10.

6 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No.

10.29† Amended and Restated Supplemental Executive Retirement Plan Approved on October 1, 2025.

10.30† Amended and Restated Executive Annual Incentive Plan Approved as of April 3, 2025 (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31 , 2025, File No.

10.31† Amended and Restated Deferred Compensation Plan Approved by the TVA Board on May 9, 2024 (Incorporated by reference to Exhibit 10.7 to TVA's Current Report on Form 8-K filed on May 9, 2024, File No.

10.32† Amended and Restated Long-Term Incentive Plan Approved on November 6, 2025

10.33† Amended and Restated Executive Severance Plan Approved as of April 3, 2025 (Incorporated by reference to Exhibit 10.5 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, File No.

10.34† Amended and Restated Restoration Plan Approved on O ctober 1 , 2025

10.35† Amended and Restated Restoration Plan Approved on November 6, 2025

10.36† Retention Incentive Plan Effective as of October 1, 2015 (Incorporated by reference to Exhibit 10.2 to TVA's Current Report on Form 8-K filed on October 1, 2015, File No.

9 unchanged sentences

Moul Approved as of May 24, 2021 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, File No.

10.42† Offer Letter to Donald A.

Moul Accepted as of March 25, 2025 (Incorporated by reference to Exhibit 10.7 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, File No.

10.43† Offer Letter to Thomas C.

Rice Accepted as of January 13, 2025 (Incorporated by reference to Exhibit 10.4 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, File No.

10.44† Compensation Letter to Thomas C.

Rice Dated as of July 24, 2025

10.45† Offer Letter to Matthew M.

Rasmussen Dated as of July 24, 2025

10.46† Offer Letter to Rebecca C.

Tolene Dated as of April 10, 2025

10.47† Compensation Letter to Rebecca C.

Tolene Dated as of July 17, 2025

10.48† Offer Letter to Jeremy P.

Fisher Dated as of July 17, 2025

10.49† Notice of Retirement and Separation and Release Agreement Between TVA and Jeffrey J.

Lyash Dated as of January 30, 2025 (Incorporated by reference to Exhibit 10.6 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, File No.

10.50† No-Fault Separation Agreement Between TVA and David Fountain Dated as of April 7, 2025 (Incorporated by reference to Exhibit 10.4 to TVA’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, File No.

10.51† Separation and Release Agreement Between TVA and Tim Rausch Dated as of July 14, 2025 (Incorporated by reference to Exhibit 10.1 to TVA’s Current Report on Form 8-K filed on July 17, 2025, File No.

14.1 Disclosure and Financial Ethics Code (Incorporated by reference to Exhibit 14 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No.

5 unchanged sentences

32.2 Section 1350 Certification Executed by the Chief Financial Officer

97.1 Tennessee Valley Authority Policy for the Recovery of Erroneously Awarded Compensation Adopted by the TVA Board on November 9, 2023 (Incorporated by reference to Exhibit 97 .

1 to TVA's Annual Report on Form 10-K for the year ended September 30, 20 23 , File No.

97.1 Tennessee Valley Authority Policy for the Recovery of Erroneously Awarded Compensation Adopted by the TVA Board on November 9, 2023 (Incorporated by reference to Exhibit 97.1 to TVA's Annual Report on Form 10-K for the year ended September 30, 2023, File No.

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

12 unchanged sentences

November 12, 2025 TENNESSEE VALLEY AUTHORITY

/s/ Jeffrey J.

/s/ Donald A.

President and Chief Executive Officer

1 unchanged sentence

Signature Title Date

/s/ Jeffrey J.

Lyash President and Chief Executive Officer November 13, 2024

Lyash (Principal Executive Officer)

Thomas, III Executive Vice President and November 13, 2024

Thomas, III Chief Financial and Strategy Officer

/s/ Donald A.

Moul President and Chief Executive Officer November 12, 2025

Moul (Principal Executive Officer)

/s/ Thomas C.

Rice Executive Vice President and November 12, 2025

Rice Chief Financial Officer

(Principal Financial Officer)

1 unchanged sentence

Diane Wear (Principal Accounting Officer)

Ritch Chair November 13, 2024

Harwell Director November 13, 2024

Noland Director November 13, 2024

Geer Director November 13, 2024

Michelle Moore Director November 13, 2024

Michelle Moore

/s/ William J.

Renick Chair November 12, 2025

/s/ Robert P.

Klein Director November 12, 2025

/s/ William J.

Renick Director November 13, 2024

Wade White Director November 12, 2025

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