Tennessee Valley Authority 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures 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 ("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. Internal Control over Financial Reporting (a) Management's Annual Report on Internal Control over Financial Reporting TVA's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) and required by Section 404 of the Sarbanes-Oxley Act. TVA's internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"). 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 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. Although the effectiveness of internal control over financial reporting was not required to be subject to attestation by TVA's independent registered public accounting firm, TVA has chosen to obtain such a report. Ernst & Young LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an attestation report on TVA's internal control over financial reporting. (b) Changes in Internal Control over Financial Reporting During the quarter ended September 30, 2025, there were no changes in TVA's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, TVA's internal control over financial reporting. 153 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors of Tennessee Valley Authority Opinion on Internal Control Over Financial Reporting We have audited Tennessee Valley Authority’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Tennessee Valley Authority (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in proprietary capital and cash flows for each of the three years in the period ended September 30, 2025, and the related notes and our report dated November 12, 2025 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Chattanooga, Tennessee November 12, 2025 154 Table of Contents ITEM 9B. OTHER INFORMATION Insider Trading Arrangements and Policies During the quarter ended September 30, 2025, no director or officer of TVA notified TVA of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. 2026 CEO Compensation 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. • 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 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: Thomas C. Rice • 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. • LTR grant of $579,000, which will vest in three equal increments on September 30, 2026, September 30, 2027, and September 30, 2028. Rebecca C. Tolene • Salary increased from $665,000 to $688,275. • LTP grant of $933,000, which will vest on September 30, 2028. • LTR grant of $402,000, which will vest in three equal increments on September 30, 2026, September 30, 2027, and September 30, 2028. Matthew M. Rasmussen • Salary increased from $668,000 to $691,380. • LTP grant of $788,000, which will vest on September 30, 2028. • LTR grant of $339,000, which will vest in three equal increments on September 30, 2026, September 30, 2027, and September 30, 2028. Jeremy P. Fisher • 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. Rausch. 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. • LTIP. 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. 155 Table of Contents • 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 156 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Directors The Tennessee Valley Authority Act of 1933, as amended (the "TVA Act") provides that the Tennessee Valley Authority ("TVA") will be administered by a board of nine part-time members appointed by the President of the United States ("U.S.") with the advice and consent of the U.S. Senate. The Chair of the TVA Board of Directors ("TVA Board") is selected by the members of the TVA Board. Under the TVA Act, to be eligible to be appointed as a member of the TVA Board, an individual (i) must be a U.S. citizen; (ii) must have management expertise relative to a large for-profit or nonprofit corporate, government, or academic structure; (iii) cannot be a TVA employee; (iv) must make a full disclosure to Congress of any investment or other financial interest that the individual holds in the energy industry; and (v) must affirm support for the objectives and missions of TVA, including being a national leader in technological innovation, low-cost power, and environmental stewardship. In addition, the President of the U.S., in appointing members of the TVA Board, must (i) consider recommendations from other public officials such as the Governors of the states in TVA's service area; individual citizens; business, industrial, labor, electric power distribution, environmental, civic, and service organizations; and the congressional delegations of the states in 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. TVA Board members serve five-year terms, and at least one member's term ends each year. After a member's term ends, the member is permitted under the TVA Act to remain in office until the earlier of the end of the then-current session of Congress or the date a successor takes office. The TVA Board, among other things, establishes broad goals, objectives, and policies for TVA; develops long-range plans to guide TVA in achieving these goals, objectives, and policies; approves annual budgets; and establishes a compensation plan for employees. 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 William J. Renick (1) 72 2023 2027 Robert P. Klein 74 2023 2026 A. Wade White 57 2023 2027 Beth P. Geer (former director) (2) 60 2023 2026 Beth H. Harwell (former director) (3) 68 2021 2024 L. Michelle Moore (former director) (4) 53 2023 2026 Brian E. Noland (former director) (5) 57 2020 2024 Joe H. Ritch (former director) (6) 75 2023 2025 Notes (1) Mr. Renick assumed the Board Chair role on April 1, 2025. (2) Ms. Geer's appointment as a member of the Board ended June 10, 2025. (3) Ms. Harwell's appointment as a member of the Board ended January 3, 2025. (4) Ms. Moore's appointment as a member of the Board ended March 27, 2025. (5) Mr. Noland's appointment as a member of the Board ended January 3, 2025. (6) Mr. Ritch's appointment as a member of the Board ended April 1, 2025. Mr. 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. A longtime public servant, Mr. Renick has served in multiple local and state elected and appointed positions, as well as in the private sector. Mr. 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 157 Table of Contents and Labor Council for 14 years, as well as on the TVA Labor-Management Committee, and served honorably in the Tennessee Army National Guard. Mr. White of Eddyville, Kentucky, joined the TVA Board in January 2023. He has served with Farmers Bank and Trust Company in Princeton, Kentucky, in business development and public relations, since January 2023. He previously served as a senior claims specialist with Progressive Insurance Company in Louisville, Kentucky, from January 2022 to December 2022, and as Lyon County Judge Executive from January 2011 to December 2022. Executive Officers TVA's executive officers as of November 12, 2025, their titles, their ages, and the date their employment with TVA commenced are as follows: Executive Officers Title Age Employment Commenced Donald A. Moul President and Chief Executive Officer 60 2021 Thomas C. Rice Executive Vice President and Chief Financial Officer 45 2002 Rebecca C. Tolene Executive Vice President and General Counsel 48 2002 Jeremy P. Fisher Executive Vice President and Chief Business Officer 44 2000 William M. Trumm Executive Vice President and Chief Administrative and Human Resources Officer 50 2013 Matthew M. Rasmussen Senior Vice President and Chief Nuclear Officer 46 2002 Allen A. Clare Senior Vice President, Generation 61 2016 Gregory J. Henrich Senior Vice President, Transmission 48 2003 R. Bryan Williams Senior Vice President, Generation Projects and Fleet Services 44 2003 Diane T. Wear Vice President and Controller 57 2008 Mr. 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. Moul served as the Executive Vice President, Nuclear Division and Chief Nuclear Officer at NextEra Energy Inc. from January 2020 to May 2021 and as the Vice President and Chief Nuclear Officer of NextEra Energy Inc. from May 2019 to December 2019. He previously held various roles at several subsidiaries of FirstEnergy Corp. Mr. Moul served as Executive on Special Assignment of FirstEnergy Solutions Corp. 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. Mr. Rice was named TVA’s Executive Vice President and Chief Financial Officer in July 2025. Mr. 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. Ms. Tolene was named TVA’s Executive Vice President and General Counsel in April 2025. Ms. 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. Mr. Fisher was named TVA's Executive Vice President and Chief Business Officer of Business Operations in July 2025. Mr. 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. Mr. Trumm was named Executive Vice President and Chief Administrative and Human Resources Officer in July 2025. Mr. 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. 158 Table of Contents Mr. Rasmussen was named Senior Vice President and Chief Nuclear Officer in July 2025. Mr. 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. Mr. Clare was named Senior Vice President of Generation in April 2025. Mr. 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. Mr. Henrich was named Senior Vice President of Transmission in July 2025. Mr. 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. Mr. Williams was named Senior Vice President of Generation Projects and Fleet Services in February of 2022. Mr. 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. Ms. Wear has served as TVA's Vice President and Controller since March 2012. Ms. Wear was the Assistant Controller from February 2010 to March 2012. Between April 2008, when she joined TVA, and February 2010, Ms. Wear was the General Manager, External Reporting/Accounting Policy and Research. Prior to joining TVA, Ms. Wear was a Managing Director at PricewaterhouseCoopers LLP. Ms. Wear joined a predecessor firm to PricewaterhouseCoopers LLP in January 1992. Disclosure and Financial Code of Ethics TVA has a Disclosure and Financial Ethics Code ("Financial Ethics Code") that applies to all executive officers (including the CEO, CFO, and Controller) and directors of TVA as well as to all employees who certify information contained in quarterly reports or annual reports or who have responsibility for internal control self-assessments. The Financial Ethics Code includes provisions covering conflicts of interest, ethical conduct, compliance with applicable laws, rules, and regulations, responsibility for full, fair, accurate, timely, and understandable disclosures, and accountability for adherence to the Financial Ethics Code. TVA will provide a current copy of the Financial Ethics Code to any person, without charge, upon request. Requests may be made by calling 888-882-4975 or by sending an e-mail to: investor@tva.com. Any waivers of or changes to provisions of the Financial Ethics Code that require disclosure pursuant to applicable Securities and Exchange Commission requirements will be promptly disclosed to the public, subject to limitations imposed by law, on TVA's website at: www.tva.com. Information contained on or accessible through TVA's website shall not be deemed to be incorporated into, or to be a part of, this Annual Report. Insider Trading Policy TVA has an Insider Trading Policy that provides guidelines with respect to transactions in TVA securities by insiders and the handling of confidential information about TVA and the companies with which TVA engages in transactions or does business. The policy promotes compliance with U.S. federal, state, and foreign securities laws that prohibit certain persons who are aware of material nonpublic information relating to TVA from (1) purchasing, selling, or otherwise engaging in transactions in TVA securities, or (2) providing material nonpublic information to other persons who may trade on the basis of that information. The prohibitions against insider trading apply to trading or otherwise transacting in TVA securities, tipping, and making recommendations to engage in transactions in TVA securities by virtually any person, including all persons associated with TVA, if the information involved is material and nonpublic. In addition, the prohibitions against insider trading extend to transactions in the securities of other companies with which TVA does business or has a business relationship if the transactions are based on material nonpublic information gained while working for TVA. Committees of the TVA Board The TVA Board has an Audit, Risk, and Cybersecurity Committee established in accordance with the TVA Act. This committee oversees TVA's financial reporting, risk management, cybersecurity, compliance, and ethics. 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 A. Wade White (Chair), Robert P. Klein, and William J. Renick. As discussed above, TVA directors are appointed by the President of the United States with the advice and consent of the U.S. Senate, and none of the current Board members meet the requirements of being an “audit committee financial expert” under applicable SEC rules. 159 Table of Contents TVA is exempted by Section 37 of the Exchange Act from complying with Section 10A(m)(3) of the Exchange Act, which requires each member of a listed issuer's audit committee to be an independent member of the board of directors of the issuer. The TVA Act contains certain provisions that are similar to the considerations for independence under Section 10A(m)(3) of the Exchange Act, including that to be eligible for appointment to the TVA Board, an individual shall not be an employee of TVA and shall make full disclosure to Congress of any investment or other financial interest that the individual holds in the energy industry. Under Section 10A(m)(2) of the Exchange Act, which applies to TVA, the audit committee is directly responsible for the appointment, compensation, and oversight of the external auditor; however, the TVA Act assigns the responsibility for engaging the services of the external auditor to the TVA Board. The TVA Board has also established four committees in addition to the Audit, Risk, and Cybersecurity Committee, as explained below: The External Stakeholders and Regulation Committee oversees relationships with customers, members of the public, and key stakeholders. Involvement includes TVA's regulatory policy, natural resource management, economic development, government relations, federal advisory councils, and emerging social issues. 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. Additional oversight includes significant projects, major inspections and evaluations, long-term asset planning, and operational and regulatory compliance. Current members include Robert P. Klein (Chair) and A. Wade White. 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 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. This committee is charged with the responsibility of assisting the Board in fulfilling its responsibilities to manage financial health, strategic planning, wholesale and direct-served customer rates, and holistic asset strategy. Current members include A. Wade White (Chair) and William J. Renick. 160 Table of Contents ITEM 11. 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 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"): NEO Title Employment Date Position Date Donald A. Moul (1) President and Chief Executive Officer 2021 2025 Jeffrey J. Lyash (2) Retired President and Chief Executive Officer 2019 2019 Thomas C. Rice (3) Executive Vice President and Chief Financial Officer 2002 2025 John M. Thomas, III (4) Retired Executive Vice President and Chief Financial and Strategy Officer 2005 2010 Matthew M. Rasmussen Senior Vice President and Chief Nuclear Officer 2002 2025 Rebecca C. Tolene Executive Vice President and General Counsel 2002 2025 Jeremy P. Fisher Executive Vice President and Chief Business Officer 2000 2025 Timothy S. Rausch (5) Retiring Executive Vice President and Chief Nuclear Officer 2018 2020 David B. Fountain (6) Former Executive Vice President and General Counsel 2020 2021 Notes (1) Mr. 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. Mr. Lyash assisted with the CEO transition and retired effective May 1, 2025. (3) Mr. 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. (4) Mr. 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. (5) Mr. 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. (6) Mr. 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; and • 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; and • 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 161 Table of Contents (“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. Moul. • EAIP . 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. • LTIP . 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. • ESP . 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 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. • 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-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 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; and • Compensation will take into account education, experience, level of responsibility, geographic differences, and retention and recruitment needs. TVA's Executive Compensation Program Aligns Pay with Performance 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. 162 Table of Contents Salary Long-Term Performance Award Long-Term Retention Award Annual Performance Award Note (1) CEO Target TDC Compensation Mix chart reflects the mix for Mr. Moul. (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") Operational Excellence 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 Note (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. 163 Table of Contents 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 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). 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. Establishing Competitive Compensation A fundamental goal of TVA's executive compensation program is to attract, retain, and motivate the highly competent talent necessary to manage TVA's complex operations and achieve superior performance. TVA competes for this talent with large IOUs, and thus TVA needs to offer compensation programs that are competitive with those peers. Use of Market Data and Benchmarking. 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 2025 , the Committee, with assistance from Meridian, used the information to: • Assess target compensation level and incentive opportunity competitiveness; and • Determine appropriate target compensation levels and incentive opportunities to maintain the desired degree of market competitiveness. 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: • Each year, the Committee's compensation consultant recommends a relevant labor market peer group for approval by the Committee. For 2025 compensation opportunities, TVA's market data was determined based on a review of executive compensation survey data and/or public proxy statement data for members of this peer group. • 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. • 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. 164 Table of Contents 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. 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. NiSource, Inc. JEA CenterPoint Energy, Inc. NRG Energy, Inc. Lower Colorado River Authority CMS Energy Corporation Pacific Gas and Electric Company Nebraska Public Power District Consolidated Edison, Inc. Pinnacle West Capital Corporation New York Power Authority Constellation Energy Corporation PPL Corporation Oak Ridge National Laboratory Dominion Energy, Inc. Public Service Enterprise 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. Evergy, Inc. Xcel Energy, Inc. 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, an LTP award and a Long-Term Retention (“LTR”) award. Each year, two key compensation decisions are made with respect to NEO compensation: (1) the amount of the TDC opportunity to grant, which is forward-looking, incentivizes the NEO to perform, and is determined toward the beginning of the fiscal year, and (2) the amount of TDC earned, which rewards the NEO for demonstrated performance (other than salary or LTR award) and is determined at the end of the fiscal year. The TDC components and weightings for TDC opportunities granted to the NEOs in 2025 are summarized below and described in the sections that follow. Since TVA is a governmental entity that issues no equity, all direct compensation is denominated and paid out in cash. 165 Table of Contents Compensation Component (1) of Target TDC Objective Key Features Annual Salary Provide fixed base compensation to encourage hiring and retention of qualified executives • 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. 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. Note (1) Typically reviewed annually. Salary Annual salary is considered a "fixed" compensation component. 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. 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 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 2025 , the annual incentive payment for each NEO other than the retired CEO was calculated as follows: EAIP Amount = Annual Salary × Annual Target Incentive Opportunity × Percent of Enterprise Scorecard Opportunity Achieved (0% to 200%) × Individual Performance Multiplier (0% to 150%) 166 Table of Contents 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 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 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. Moul, Mr. Rice, Ms. 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 Target Incentive Opportunity (1) Donald A. Moul 110% Jeffrey J. Lyash 150% Thomas C. Rice 75% John M. Thomas, III 80% Matthew M. Rasmussen 60% Rebecca C. Tolene 70% Jeremy P. Fisher 60% Timothy S. Rausch 70% David B. Fountain 70% Note (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 . 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"). 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 0.01 167 Table of Contents Notes (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) 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 Notes (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 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) 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% Notes (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. (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. (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. 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. 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 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. 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 168 Table of Contents 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). Results of the assessment are provided to the Committee Chair who, with concurrence of the TVA Board Chair and input from other TVA Board members, determines the CEO's annual performance rating. The Committee then recommends to the full TVA Boa rd payouts to the CEO under the EAIP. 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 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 (1) Target EAIP Incentive Opportunity (% of Salary) (2) Target EAIP Payout Scorecard Results (3) Individual Performance Multiplier ("IPM") Actual EAIP Award Payout (4) Donald A. Moul (5) $ 1,200,000 110% $ 969,280 145.6% 100% $ 1,411,271 Jeffrey J. Lyash (6) 1,227,000 150% 1,112,390 114.8% 100% 1,277,024 Thomas C. Rice (7) 705,000 75% 379,560 145.6% 115% 635,536 John M. Thomas, III (8) 937,881 80% 342,172 145.6% 100% 498,202 Matthew M. Rasmussen (9) 668,000 60% 297,738 145.6% 100% 433,507 Rebecca C. Tolene (10) 665,000 70% 229,994 145.6% 100% 334,872 Jeremy P. Fisher (11) 500,000 60% 228,288 145.6% 115% 382,246 Timothy S. Rausch 683,040 70% 478,128 145.6% 100% 696,154 David B. Fountain (12) 687,618 70% 333,230 145.6% 100% 485,183 Notes (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. (5) Mr. 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. (6) Mr. 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. (7) Mr. 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. (8) Mr. 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. (9) Mr. 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. (10) Ms. 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. (11) Mr. 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. (12) Mr. 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. These individuals make decisions that significantly influence the development and execution of TVA's long-term strategic objectives. As such, awards under TVA's LTIP are designed to reward executives for sustainable success. 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: • 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 169 Table of Contents • 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 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. The performance measures and threshold, target, and stretch goals for each measure are determined annually by the TVA Board. In setting the goal for each measure, the TVA Board considers budgeted amounts in the company's approved business plans, actual performance in recent years, and level of attainment. The TVA Board also considers TVA's strategic business plan priorities and strategic benchmarking goals, customer and stakeholder feedback, environmental and regulatory concerns and goals, and the competitive environment. 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 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. The TVA Board may apply discretion, based on consideration of corporate factors and events that are significant during the Performance Cycle but not included or captured in the performance goals and performance measures, to reduce or increase the final LTP incentive awards for any or all participants as long as the final awards do not exceed the maximum amounts described above. LTP Incentive Amount = Target Value × Percent of LTI Scorecard Opportunity Achieved (0% to 200%) 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 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. 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. 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. 170 Table of Contents Long-Term Incentive Measures Weight Threshold (50% Payout) Target (100% Payout) Stretch (5) (200% Payout) Actual Non-Fuel Delivered Cost of Power (1) 45% 3.44 3.31 3.18 3.39 Load Not Served (2) 30% 4.5 3.9 3.2 3.0 External Performance Indicators for the TVA Nuclear Fleet (3) 15% 94.4 96.0 98.6 82.3 Powerful Partnerships Survey (4) 10% 75.0 79.0 83.0 76.7 Notes (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 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 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 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. 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. 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: • Strong transmission grid system reliability performance • Financial performance – 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. utilities – TVA's industrial customers pay rates lower than those of 90% of the top 100 U.S. utilities • Customer relationships – 97% of 153 LPCs have signed 20-year Partnership Agreements with TVA – 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." 171 Table of Contents NEO 2023–2025 LTP Award Calculation LTP Target Scorecard Results Percent of Opportunity Achieved LTP Award Payout Donald A. Moul $ 1,425,000 98% $ 1,396,500 Jeffrey J. Lyash (1)(2) 3,429,806 83% 2,846,739 Thomas C. Rice 342,870 98% 336,013 John M. Thomas, III (2) 1,147,917 98% 1,124,959 Matthew M. Rasmussen 300,000 98% 294,000 Rebecca C. Tolene 145,000 98% 142,100 Jeremy P. Fisher 250,000 98% 245,000 Timothy S. Rausch 725,000 98% 710,500 David B. Fountain (3) — —% — Note (1) Mr. 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 Mr. Lyash, the maximum LTP award is 150 percent of the LTP incentive target. (2) LTP Target is prorated due to retirement in 2025. (3) Mr. 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. The purpose of the retention grants under the LTIP is to provide a "fixed" retention incentive similar to restricted stock or restricted stock units. 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. 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. 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 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 Donald A. Moul $ 785,000 $ 984,000 (5) $ 1,050,000 $ 261,667 $ 350,000 $ 350,000 $ 961,667 Jeffrey J. Lyash (4) 1,707,000 1,707,000 1,707,000 331,917 331,917 331,917 995,751 Thomas C. Rice 91,296 (5) 393,666 (5) 558,000 47,963 186,000 186,000 419,963 John M. Thomas, III (4) 600,000 700,000 700,000 83,333 97,222 97,222 277,777 Matthew M. Rasmussen 129,000 263,000 (5) 327,000 43,000 109,000 109,000 261,000 Rebecca C. Tolene 63,000 303,000 (5) 387,000 21,000 140,000 129,000 290,000 Jeremy P. Fisher 99,000 149,000 (5) 174,000 33,000 58,000 58,000 149,000 Timothy S. Rausch 330,000 375,000 402,000 110,000 125,000 134,000 369,000 David B. Fountain (6) — — — — — — — Note (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. (6) Mr. Fountain separated from service before his LTR awards for 2025 vested. 172 Table of Contents 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. 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 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. 173 Table of Contents Executive Compensation Tables and Narrative Disclosures Summary Compensation and Grants of Plan-Based Awards The following table provides earned compensation information for each NEO in 2025 (and 2024 and 2023, as applicable). Summary Compensation Table Name and Principal Position Year Salary Bonus (1) Non-Equity Incentive Plan Compensation (2) Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) All Other Compensation (4) Total (5) Donald A. Moul (6) 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 Jeffrey J. 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 Thomas C. Rice Executive Vice President and Chief Financial Officer 2025 $ 550,214 $ — $ 1,391,512 $ 1,555 $ 96,368 $ 2,039,649 John M. 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 Matthew M. Rasmussen Senior Vice President and Chief Nuclear Officer 2025 $ 496,231 $ — $ 988,507 $ — (7) $ 73,326 $ 1,558,064 Rebecca C. Tolene Executive Vice President and General Counsel 2025 $ 439,226 $ — $ 766,972 $ 3,357 $ 334,319 $ 1,543,874 Jeremy P. Fisher Executive Vice President and Chief Business Officer 2025 $ 443,886 $ — $ 776,246 $ — (8) $ 64,002 $ 1,284,134 Timothy S. Rausch 2025 $ 682,581 $ — $ 1,775,654 $ 676,127 $ 31,050 $ 3,165,412 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 David B. 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 Notes (1) There were no bonus awards in 2025. (2) The 2025 data is outlined in the Non-Equity Incentive Plan Compensation table below. (3) The 2025 data is outlined in the Change in Pension Value and Nonqualified Deferred Compensation Earnings table below. (4) The 2025 data is outlined in the All Other Compensation table below. (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 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). 174 Table of Contents Non-Equity Incentive Plan Compensation Donald A. Moul Jeffrey J. Lyash Thomas C. Rice John M. Thomas, III Matthew M. Rasmussen Rebecca C. Tolene Jeremy P. Fisher Timothy S. Rausch David B. Fountain EAIP $ 1,411,271 $ 1,277,024 $ 635,536 $ 498,202 $ 433,507 $ 334,872 $ 382,246 $ 696,154 $ 485,183 LTP 1,396,500 2,846,739 336,013 1,124,959 294,000 142,100 245,000 710,500 — LTR 2023-03 (A) 261,667 331,917 47,963 83,333 43,000 21,000 33,000 110,000 — LTR 2024-02 (B) 350,000 331,917 186,000 97,222 109,000 140,000 58,000 125,000 — LTR 2025-01 (C) 350,000 331,917 186,000 97,222 109,000 129,000 58,000 134,000 — Total $ 3,769,438 $ 5,119,514 $ 1,391,512 $ 1,900,938 $ 988,507 $ 766,972 $ 776,246 $ 1,775,654 $ 485,183 Notes (A) LTR grant representing the third tranche of the 2023 LTR award effective October 1, 2022. (B) LTR grant representing the second tranche of the 2024 LTR award effective October 1, 2023. (C) LTR grant representing the first tranche of the 2025 LTR award effective October 1, 2024. Change in Pension Value and Nonqualified Deferred Compensation Earnings Donald A. Moul Jeffrey J. Lyash Thomas C. Rice John M. Thomas, III Matthew M. Rasmussen (B) Rebecca C. Tolene Jeremy P. Fisher (C) Timothy S. Rausch David B. Fountain Increase under TVARS Plans (A) $ — $ — $ 1,555 $ 116,657 $ — $ 3,357 $ — $ — $ — Increase under SERP 908,756 789,741 — 1,774,773 — — — 676,127 368,656 Total $ 908,756 $ 789,741 $ 1,555 $ 1,891,430 $ — $ 3,357 $ — $ 676,127 $ 368,656 Notes (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). (C) The Increase under TVARS Plans was ($174). All Other Compensation Donald A. Moul Jeffrey J. Lyash Thomas C. Rice John M. Thomas, III Matthew M. Rasmussen Rebecca C. Tolene Jeremy P. Fisher Timothy S. Rausch David B. Fountain 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 Restoration Plan Contributions — — 70,493 — 47,451 308,444 (A) 38,127 — — 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 Notes (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. 175 Table of Contents Grants of Plan-Based Awards Table as of September 30, 2025 Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Possible Future Payouts Under Non-Equity Incentive Plan Awards (1) Current Year Future Years Performance Period End / Vesting Date Name Plan Threshold (2) Target (2) Maximum (2) Threshold (2) Target (2) Maximum (2) Donald A. Moul EAIP (3) $ 484,640 $ 969,280 $ 1,938,560 9/30/2025 LTP 2023 (4) 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 LTP 2024 (6) $ 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 LTP 2025 (6) 1,225,000 2,450,000 4,900,000 9/30/2027 LTR 2025-03 (5) 350,000 350,000 9/30/2027 Jeffrey J. Lyash EAIP (3) $ 556,195 $ 1,112,390 $ 1,668,585 9/30/2025 LTP 2023 (4) 1,714,903 3,429,806 5,144,709 9/30/2025 LTR 2023-03 (5) 331,917 331,917 9/30/2025 LTR 2024-02 (5) 331,917 331,917 9/30/2025 LTR 2025-01 (5) 331,917 331,917 9/30/2025 LTP 2024 (6) $ 1,051,070 $ 2,102,139 $ 3,153,209 9/30/2026 LTP 2025 (6) 387,236 774,472 1,161,708 9/30/2027 Thomas C. Rice EAIP (3) $ 189,780 $ 379,560 $ 759,120 9/30/2025 LTP 2023 (4) 171,435 342,870 685,740 9/30/2025 LTR 2023-03 (5) 47,963 47,963 9/30/2025 LTR 2024-02 (5) 186,000 186,000 9/30/2025 LTR 2025-01 (5) 186,000 186,000 9/30/2025 LTP 2024 (6) $ 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 LTP 2025 (6) 651,000 1,302,000 2,604,000 9/30/2027 LTR 2025-03 (5) 186,000 186,000 9/30/2027 John M. Thomas, III EAIP (3) $ 171,086 $ 342,172 $ 684,344 9/30/2025 LTP 2023 (4) 573,959 1,147,917 2,295,834 9/30/2025 LTR 2023-03 (5) 83,333 83,333 9/30/2025 LTR 2024-02 (5) 97,222 97,222 9/30/2025 LTR 2025-01 (5) 97,222 97,222 9/30/2025 LTP 2024 (6) $ 336,459 $ 672,917 $ 1,345,834 9/30/2026 LTP 2025 (6) 102,222 204,444 408,888 9/30/2027 Matthew M. Rasmussen EAIP (3) $ 148,869 $ 297,738 $ 595,476 9/30/2025 LTP 2023 (4) 150,000 300,000 600,000 9/30/2025 LTR 2023-03 (5) 43,000 43,000 9/30/2025 LTR 2024-02 (5) 109,000 109,000 9/30/2025 LTR 2025-01 (5) 109,000 109,000 9/30/2025 LTP 2024 (6) $ 382,100 $ 764,200 $ 1,528,400 9/30/2026 176 Table of Contents LTR 2024-03 (5) 109,000 109,000 9/30/2026 LTR 2025-02 (5) 109,000 109,000 9/30/2026 LTP 2025 (6) 382,100 764,200 1,528,400 9/30/2027 LTR 2025-03 (5) 109,000 109,000 9/30/2027 Rebecca C. Tolene EAIP (3) $ 114,997 $ 229,994 $ 459,988 9/30/2025 LTP 2023 (4) 72,500 145,000 290,000 9/30/2025 LTR 2023-03 (5) 21,000 21,000 9/30/2025 LTR 2024-02 (5) 140,000 140,000 9/30/2025 LTR 2025-01 (5) 129,000 129,000 9/30/2025 LTP 2024 (6) $ 451,250 $ 902,500 $ 1,805,000 9/30/2026 LTR 2024-03 (5) 140,000 140,000 9/30/2026 LTR 2025-02 (5) 129,000 129,000 9/30/2026 LTP 2025 (6) 451,250 902,500 1,805,000 9/30/2027 LTR 2025-03 (5) 129,000 129,000 9/30/2027 Jeremy P. Fisher EAIP (3) $ 114,144 $ 228,288 $ 456,576 9/30/2025 LTP 2023 (4) 125,000 250,000 500,000 9/30/2025 LTR 2023-03 (5) 33,000 33,000 9/30/2025 LTR 2024-02 (5) 58,000 58,000 9/30/2025 LTR 2025-01 (5) 58,000 58,000 9/30/2025 LTP 2024 (6) $ 200,500 $ 401,000 $ 802,000 9/30/2026 LTR 2024-03 (5) 58,000 58,000 9/30/2026 LTR 2025-02 (5) 58,000 58,000 9/30/2026 LTP 2025 (6) 200,500 401,000 802,000 9/30/2027 LTR 2025-03 (5) 58,000 58,000 9/30/2027 Timothy S. Rausch EAIP (3) $ 239,064 $ 478,128 $ 956,256 9/30/2025 LTP 2023 (4) 362,500 725,000 1,450,000 9/30/2025 LTR 2023-03 (5) 110,000 110,000 9/30/2025 LTR 2024-02 (5) 125,000 125,000 9/30/2025 LTR 2025-01 (5) 134,000 134,000 9/30/2025 LTP 2024 (6) $ 362,500 $ 725,000 $ 1,450,000 9/30/2026 LTR 2024-03 (5) 125,000 125,000 9/30/2026 LTR 2025-02 (5) 134,000 134,000 9/30/2026 LTP 2025 (6) 387,500 775,000 1,550,000 9/30/2027 LTR 2025-03 (5) 134,000 134,000 9/30/2027 David B. Fountain EAIP (3) $ 166,615 $ 333,230 $ 666,460 9/30/2025 Notes (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 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. Rausch. 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. 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 177 Table of Contents 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. The final award may be adjusted by the TVA Board in its discretion in appropriate circumstances. Retirement and Pension Plans The table below provides the actuarial present value of the NEOs' accumulated benefits, including the number of years of credited service, under TVA's retirement and pension plans as of September 30, 2025, determined using a methodology and interest rate and mortality rate assumptions consistent with those used in the financial statements in this Annual Report, set forth in Note 21 — Benefit Plans . Pension Benefits Table Name Plan Name Number of Years of Credited Service Present Value of Accumulated Benefit Payments During Last Year Donald A. Moul TVARS N/A N/A (2) $ — SERP Tier 1 4.275 (3) $ 1,861,040 — Jeffrey J. Lyash TVARS N/A N/A (2) — SERP Tier 1 16.060 (1) 13,831,451 3,755,034 Thomas C. Rice TVARS 22.360 279,056 — SERP Tier 1 N/A N/A — John M. Thomas, III TVARS 19.276 570,531 19,896 SERP Tier 1 19.276 7,593,527 2,061,530 Matthew M. Rasmussen TVARS 22.380 354,509 — SERP Tier 1 N/A N/A — Rebecca C. Tolene TVARS 22.380 334,537 — SERP Tier 1 N/A N/A — Jeremy P. Fisher TVARS 21.060 267,788 — SERP Tier 1 N/A N/A — Timothy S. Rausch TVARS N/A N/A (2) — SERP Tier 1 6.958 2,285,412 — David B. Fountain TVARS N/A N/A (2) — SERP Tier 1 5.000 930,158 252,524 Notes (1) Mr. 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 because he was employed with TVA for at least five years. (2) Mr. Moul, Mr. Lyash, Mr. 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. 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. The monthly pay credits are equal to three percent of eligible compensation, and monthly interest is credited 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 2025 was 5.02 percent. 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. Mr. Rice, Mr. Thomas, Ms. Tolene, Mr. 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 178 Table of Contents 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. Mr. Moul, Mr. Lyash, Mr. Fountain, and Mr. Rausch are in this group. Cash Balance Pension . For NEOs who are eligible for retirement benefits under the pension plan, which includes Mr. Rice, Mr. Thomas, Ms. Tolene, Mr. 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. Employees with cash balance benefits who have at least five years of cash balance service are eligible at retirement or termination of employment to receive an immediate benefit in the form of a monthly pension with survivor benefit options or in a lump-sum payment with cash out or rollover options. The pension plan does not provide for early retirement benefits to any NEO or any other employee eligible for cash balance benefits. 401(k) Plan . All employees eligible to participate in the 401(k) plan, including the NEOs, may elect to contribute to the 401(k) plan on a before-tax, Roth, and/or after-tax basis, and in-plan Roth rollovers by participant election are available. Contributions to a participant's 401(k) plan account by TVA and the participant during 2025 could not exceed $70,000 pursuant to the IRS annual contribution limit applicable to qualified plans. For purposes of matching and non-elective contributions from TVA to the 401(k) accounts of the NEOs, 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. Any participant in the 401(k) plan must have three years of TVA service to be vested in matching and non-elective contributions from TVA. Supplemental Executive Retirement Plan . 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. TVA's SERP was created to recruit and retain key executives. The plan is designed to provide a competitive level of retirement benefits in excess of the limitations on contributions and benefits imposed by TVA's qualified defined benefit plan and Internal Revenue Code Section 415 limits on qualified retirement plans. The SERP provides two distinct levels of participation, Tier 1 and Tier 2. Each participant is assigned to one of the two tiers at the time he or she is approved to participate in the SERP. The level of participation ("Tier") defines the level of retirement benefits under the SERP at the time of retirement. Under the SERP, normal retirement eligibility is age 62 with five years of vesting service. No vested and accrued benefits are payable prior to age 55, and benefits are reduced for retirements prior to age 62. The level of reduction in benefits for retirements prior to age 62 depends on whether a participant's termination is "approved" or "unapproved." In the event of an approved termination of TVA employment, any vested and accrued benefits are reduced by 5/12 percent for each month that the date of benefit commencement precedes the participant's 62nd birthday, up to a maximum reduction of 35 percent. In the event of an unapproved termination of TVA employment, the participant's accrued benefits are first subject to a reduced percentage of vesting if the participant's years of service are between five and 10. At five years of vesting service, the vested percentage of retirement benefits is 50 percent and increases thereafter by 10 percent for each full additional year of service, reaching 100 percent vesting for 10 or more years of vesting service. 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. SERP Tier 1 . The Tier 1 structure is designed to replace 60 percent of the amount of a participant's compensation at the time the participant reaches age 62 and has accrued 24 years of TVA service. Tier 1 benefits are based on a participant's highest average compensation during three consecutive SERP years and a pension multiple of 2.5 percent for each year of credited service up to a maximum of 24 years. Compensation is defined as salary and EAIP for benefit calculation purposes. Tier 1 benefits are offset by Social Security benefits, benefits provided under TVA's qualified defined benefit pension plan, and prior employer pension benefits when applicable. SERP Tier 2 . 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. 179 Table of Contents Restoration Plan . Effective October 1, 2022, TVA established the RP. 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. Nonqualified Deferred Compensation The following table provides information regarding deferred contributions, earnings, and balances for each of the NEOs. The amounts reported under this table do not represent compensation in addition to the compensation that was earned in 2025 and already reported in the Summary Compensation Table, but rather the amounts of compensation earned by the NEOs in 2025 or prior years that were or have been deferred. Nonqualified Deferred Compensation Table Name Executive Contributions in 2025 Registrant Contributions in 2025 (1) Aggregate Earnings in 2025 (2) Aggregate Withdrawals/ Distributions Aggregate Balance at September 30, 2025 Donald A. Moul $ — $ — $ — $ — $ — Jeffrey J. Lyash — — — — — Thomas C. Rice — 70,493 4,797 (7) — 111,720 (10) John M. Thomas, III — — — — — Matthew M. Rasmussen 40,431 (3) 47,451 38,277 (7) — 335,450 (10) Rebecca C. Tolene 254,402 (4) 308,444 74,934 (8) — 879,841 (10) Jeremy P. Fisher — 38,127 9,084 (7) — 115,641 (10) Timothy S. Rausch 71,050 (5) — 10,296 (9) — 181,972 (10) David B. Fountain 92,851 (6) — 14,048 (9) 21,262 131,376 (10) Notes (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) 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. The following amounts have been reported in the Summary Compensation Table as compensation for a prior fiscal year: for Mr. Rice, Mr. Rasmussen, Ms. Tolene, and Mr. Fisher, $0; for Mr. Rausch, $80,717; and for Mr. 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. All deferrals are credited to each participant in a deferred compensation account, and the deferral amounts are then funded into a rabbi trust. Each participant may elect one or more investment options made available by TVA or allow some or all funds to accrue interest at the rate established by the beginning of each fiscal year equal to the composite rate of all Treasury issues. Participants may elect to change from either one notional investment option or the TVA interest bearing option to another at any time. Generally, upon termination of employment, funds are distributed pursuant to elections made in accordance with applicable IRS regulations. 180 Table of Contents Executive 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 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. In order to receive severance benefits under the Severance Plan, participants must timely execute (and not revoke) a release of claims in favor of TVA and comply with all applicable post-separation restrictive covenants. The terms of the Severance Plan will supersede rights and obligations with respect to severance under existing agreements to which Severance Plan participants are a party. Under the Severance Plan, Good Reason shall mean the occurrence of any of the following: • a material adverse change in the participant’s authority, duties, or responsibilities (excluding during any period of participant’s physical or mental incapacity) with respect to his or her employment with TVA without the participant’s prior written consent; • a material reduction in the participant’s base salary without the participant’s prior written consent (other than any reduction applicable to management employees generally); • an actual change in the participant’s principal work location by more than 50 miles and more than 50 miles from the participant’s principal place of abode as of the date of such change in job location without the participant’s prior written consent; or • a material breach by TVA of any term or provision of the Severance Plan without the participant’s prior written consent. A participant may be considered to have Good Reason to terminate employment for purposes of the Severance Plan only if the participant provides written notice to TVA of termination within 30 days of the occurrence of the applicable event(s) or, if later, within 30 days of the date the participant has knowledge that such event(s) occurred. An event constituting Good Reason shall no longer constitute Good Reason if the circumstances described in the Good Reason notice are cured by TVA within 30 days following receipt of the Good Reason notice. Under the Severance Plan, Gross Misconduct shall mean any of the following: • misconduct involving dishonesty, fraud, or gross negligence that directly results in significant economic or reputational harm to TVA; • insubordination, intentional neglect of duties, or refusal to cooperate with investigations of TVA’s business practices; • conviction of a crime amounting to a felony under the laws of the United States or any of the several states, or a crime of moral turpitude; • a significant violation of TVA’s Code of Ethics or Code of Conduct; or • disclosure without authorization of proprietary or confidential information of TVA. 181 Table of Contents 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 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, RP, EAIP, LTR, LTP, and deferred compensation. The following provides background information on certain payments included in the termination tables: • Resignation. The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan. See Executive Compensation Tables and Narrative Disclosures — Executive Severance Plan for a definition of Good Reason. • Retirement. The Retirement column covers situations where an employee separates from service after having met one of the following criteria: (1) the employee has reached the age of 55 with at least 10 years of full-time TVA service, (2) the employee has reached the age of 60 with at least five years of full-time TVA service, or (3) the employee is in the Civil Service Retirement System or Federal Employees Retirement System and is eligible for an immediate retirement benefit upon termination as outlined in the applicable plan. • Severance Plan and Termination without Cause or Resignation for Good Reason. The Severance Plan provides that if TVA terminates an NEO's employment other than for Gross Misconduct or such participant terminates employment for Good Reason, such participant will be eligible to receive certain benefits in addition to his or her accrued compensation. See Executive Compensation Tables and Narrative Disclosures — Executive Severance Plan for definitions of Gross Misconduct and Good Reason and for a discussion of the benefits provided to NEOs under the Severance Plan. • SERP. The SERP payments in the tables represent the present value of the accumulated benefit unless otherwise noted. • SERP Payment in Event of Death. In the event of a participant’s death while employed by TVA, the participant’s beneficiary will receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit. The beneficiary will receive 50 percent of the reported value. • LTR Payment in Event of Retirement. The LTIP provides that if a participant retires, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided the amount of any such LTR award for each vesting period within the retention cycle is prorated based on the number of whole months the participant was employed by TVA during such vesting period. • LTR 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 any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (1) 12 months for the vesting period that includes the day that the participant separated from service, (2) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (3) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. • LTR Payment in Event of Disability. The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (1) 12 months for the vesting period that includes the day that the participant separated from service, (2) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (3) 36 months for the second vesting period that follows the vesting period during which the participant separated from service. • 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 182 Table of Contents (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. Mr. 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. Mr. 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 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 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. Donald A. Moul Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability Severance Plan $ — $ — $ 2,520,000 $ — $ — SERP (1) 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 LTR 961,667 961,667 961,667 961,667 1,428,334 LTP (2) 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 Notes (1) 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. (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. Thomas C. 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 Deferred Compensation — — — — — Total Value of Potential Payments $ 1,432,739 $ 1,432,739 $ 2,666,489 $ 1,432,739 $ 2,982,739 183 Table of Contents Matthew M. Rasmussen Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability Severance Plan $ — $ — $ 534,400 $ — $ — SERP — — — — — Restoration Plan 287,999 287,999 287,999 287,999 287,999 EAIP 433,507 433,507 433,507 433,507 433,507 LTR 261,000 261,000 261,000 261,000 406,333 LTP 294,000 294,000 294,000 294,000 1,058,200 Deferred Compensation — — — — — Total Value of Potential Payments $ 1,276,506 $ 1,276,506 $ 1,810,906 $ 1,276,506 $ 2,186,039 Rebecca C. 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 LTR 290,000 290,000 290,000 290,000 467,500 LTP 142,100 142,100 142,100 142,100 1,044,600 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 Jeremy P. 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 LTR 149,000 149,000 149,000 149,000 226,333 LTP 245,000 245,000 245,000 245,000 646,000 Deferred Compensation — — — — — Total Value of Potential Payments $ 853,760 $ 853,760 $ 1,653,760 $ 853,760 $ 1,332,093 184 Table of Contents Timothy S. Rausch Resignation Retirement Termination without Cause or Resignation for Good Reason Termination with Cause Death/Disability Severance Plan $ — $ — $ 1,161,168 $ — $ — 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 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 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 Post-Employment Payments for Jeffrey J. Lyash, John M. Thomas, III, and David B. Fountain Jeffrey J. Lyash (1) 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 Notes (1) Mr. 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. (6) Mr. 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. John M. 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) 877,361 (6) Deferred Compensation — — Total Value of Payments $ 3,962,468 $ 9,123,481 Notes (1) Mr. 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. (6) Mr. 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. 185 Table of Contents David B. Fountain (1) 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) — LTR — — LTP — — Deferred Compensation 21,262 (6) 92,561 (7) Total Value of Payments $ 1,927,920 $ 1,102,657 Notes (1) Mr. Fountain separated from service from TVA on June 1, 2025. (2) Mr. 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 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 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. • 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, 2024 to September 30, 2025 . 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. 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. Other Agreements Except as described above and in the Compensation Discussion and Analysis, there are no other agreements between TVA and any of the NEOs. 186 Table of Contents Director Compensation The TVA Act provides for up to nine directors on the TVA Board. 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. Government. 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 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 William J. Renick $ 69,300 Robert P. Klein 63,400 A. Wade White 63,400 Beth P. Geer (former director) 63,400 Beth H. Harwell (former director) 63,400 L. Michelle Moore (former director) 63,400 Brian E. Noland (former director) 63,400 Joe H. 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 Name Fees Earned or Paid in Cash Stock Awards Option Awards Non-Equity Incentive Plan Compensation Change in Pension Value and Nonqualified Deferred Compensation Earnings (1) All Other Compensation (2) Total William J. Renick $ 65,331 $ — $ — $ — $ — $ 3,019 $ 68,350 Robert P. Klein 63,087 — — — — 3,077 66,164 A. Wade White 63,087 — — — — 3,064 66,151 Beth P. Geer (former director) 44,943 — — — — 604 45,547 Beth H. Harwell (former director) 17,984 — — — — 3,077 21,061 L. Michelle Moore (former director) 32,362 — — — — 3,064 35,426 Brian E. Noland (former director) 17,984 — — — — 3,077 21,061 Joe H. Ritch (former director) 36,174 — — — — 3,320 39,494 Notes (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. However, as appointed officers of the U.S. government, the directors are members of FERS. FERS is administered by the federal Office of Personnel Management, and information regarding the value of FERS pension benefits is not available to TVA. (2) These amounts include TVA's non-elective and matching contributions to the Thrift Savings Plan. The directors are not eligible to participate in any incentive programs available to TVA employees. The directors do not participate in the TVARS Retirement Plans and do not participate in TVA's SERP. However, as appointed officers of the U.S. government, the directors are members of the Federal Employees Retirement System ("FERS"). FERS is a tiered retirement plan that includes three components: (1) Social Security benefits, (2) the Basic Benefit Plan, and (3) the Thrift Savings Plan ("TSP"). 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 187 Table of Contents creditable service. A director must have at least five years of creditable service to be eligible to receive retirement benefits. Directors are eligible for immediate, unreduced retirement benefits once (1) they reach age 62 and have five years of FERS creditable service, (2) they reach age 60 and have 20 years of FERS creditable service, or (3) they attain the minimum retirement age and accumulate the specified years of service as set forth in the FERS regulations. Generally, benefits are calculated by multiplying 1.0 percent of the highest average salary during any three consecutive years of service by the number of years of creditable service. Directors who retire at age 62 or later with at least 20 years of FERS creditable service receive an enhanced benefit (a factor of 1.1 percent is used rather than 1.0 percent). Each director is also eligible to participate in the TSP. The TSP is a tax-deferred retirement savings and investment plan that offers the same type of savings and tax benefits offered under 401(k) plans. Once a director becomes eligible, TVA contributes an amount equal to one percent of the director's stipend into a TSP account for the director. These contributions are made automatically every two weeks regardless of whether the director makes a contribution of his or her own money. Directors are eligible to contribute up to the TSP elective deferral limit. Directors receive matching contributions of 100 percent of each dollar for the first three percent of the director's stipend and 50 percent of each dollar for the next two percent of the director's stipend. 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. Directors 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. Compensation Committee Interlocks and Insider Participation The People and Governance Committee of the TVA Board currently consists of the following director: Robert P. Klein. 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. Compensation Committee Report The People and Governance Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Committee recommended to the TVA Board that the Compensation Discussion and Analysis be included in this Annual Report. People and Governance Committee Robert P. Klein, Chair 188 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Not applicable. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Director Independence The composition of the TVA Board is governed by the TVA Act. The TVA Act contains certain provisions that are similar to the considerations for independence under section 10A(m)(3) of the Exchange Act, including that to be eligible for appointment to the TVA Board, an individual shall not be an employee of TVA and shall make full disclosure to Congress of any investment or other financial interest that the individual holds in the energy industry. Related Party Transactions Conflict of Interest Provisions All TVA employees, including directors and executive officers, are subject to the conflict of interest laws and regulations applicable to employees of the federal government. Accordingly, the general federal conflict of interest statute (18 U.S.C. § 208) and the Standards of Ethical Conduct for Employees of the Executive Branch (5 C.F.R. part 2635) ("Standards of Ethical Conduct") form the basis of TVA's policies and procedures for the review, approval, or ratification of related party transactions. The general federal conflict of interest statute, subject to certain exceptions, prohibits each government employee, including TVA's directors and executive officers, from participating personally and substantially (by advice, decision, or otherwise) as a government employee in any contract, controversy, proceeding, request for determination, or other particular matter in which, to his or her knowledge, he or she (or his or her spouse, minor child, general partner, organization with which he or she serves as officer, director, employee, trustee, or general partner, or any person or organization with which he or she is negotiating, or has an arrangement, for future employment) has a financial interest. Exceptions to the statutory prohibition relevant to TVA employees are (1) financial interests which have been deemed by the U.S. Office of Government Ethics, in published regulations, to be too remote or inconsequential to affect the integrity of the employee's services, or (2) interests which are determined in writing, after full disclosure and on a case-by-case basis, to be not so substantial as to be deemed likely to affect the integrity of the employee's services for TVA. Any waiver determinations would be made in accordance with applicable federal law and regulation. More broadly, Subpart E of the Standards of Ethical Conduct provides that where an employee (1) knows that a particular matter involving specific parties is likely to have a direct and predictable effect on the financial interests of a member of his or her household, or that a person with whom the employee has a "covered relationship" (which includes, but is not limited to, persons with whom the employee has a close family relationship and organizations in which the employee is an active participant) is or represents a party to the matter, and (2) determines that the circumstances would cause a reasonable person with knowledge of relevant facts to question his or her impartiality in the matter, the employee should not participate in the matter absent agency authorization. This authorization may be given by the employee's supervising officer, as agency designee, in consultation with the TVA Designated Agency Ethics Official, upon the determination that TVA's interest in the employee's participation in the matter outweighs the concern that a reasonable person may question the integrity of TVA's programs and operations. The previously described restrictions are reflected in TVA's policies which require employees, including directors and executive officers, to comply with the guidelines outlined in the Standards of Ethical Conduct and which restate the standard of the conflict of interest statute. Additionally, the TVA Board approved a written conflict of interest policy that applies to all TVA employees, including TVA's directors and executive officers. The conflict of interest policy reaffirms the requirement that all TVA employees must comply with applicable federal conflict of interest laws, regulations, and policies. It also establishes an additional policy that is applicable to TVA's directors and CEO. This additional policy provides that TVA's directors and CEO shall not hold a financial interest in (1) any distributor of TVA power; (2) any entity engaged primarily in the wholesale or retail generation, transmission, or sale of electricity, except where substantially all such business is conducted outside of North America; or (3) any entity that may reasonably be perceived as likely to be adversely affected by the success of TVA as a producer or transmitter of electric power. Any waiver of this additional policy may be made only by the TVA Board and will be disclosed promptly to the public, subject to the limitations on disclosure imposed by law. TVA also has a protocol titled the "Obtaining Things of Value from TVA Protocol" (the "Protocol"). The Protocol describes what a TVA employee should do if a person covered by the Protocol asks for assistance in obtaining a specified thing of value from TVA. Similarly, the TVA Board Practice on External Inquiries describes what a member of the TVA Board should do if a person covered by the practice asks for assistance in obtaining a specified thing of value from TVA. 189 Table of Contents TVA relies on the policies, practices, laws, and regulations discussed above to regulate conflicts of interest involving employees, including directors and executive officers. TVA has no other written or unwritten policy for the approval or ratification of any transactions in which TVA was or is to be a participant and in which any director or executive officer of TVA (or any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of any director or executive officer of TVA) had or will have a direct or indirect material interest. Other Relationships TVA is engaged in a number of transactions with other agencies of the U.S. government, although such agencies do not fall within the definition of "related parties" for purposes of Item 404(a) of Regulation S-K. These include, among other things, supplying electricity to other federal agencies, purchasing electricity from the Southeastern Power Administration, and engaging in various arrangements involving nuclear materials with the Department of Energy. See Part I, Item 1, Business and Note 24 — Related Parties . TVA also has access to a financing arrangement with the United States Department of the Treasury ("U.S. Treasury"). TVA and the U.S. Treasury have a memorandum of understanding under which the U.S. Treasury provides TVA with a $150 million credit facility. There were no outstanding borrowings under the facility at September 30, 2025. This credit facility has a maturity date of September 30, 2026, and is typically renewed annually. This arrangement is pursuant to the TVA Act. Access to this credit facility or other similar financing arrangements with the U.S. Treasury has been available to TVA since the 1960s. See Note 15 — Debt and Other Obligations — Credit Facility Agreements . In addition, TVA is required by the 1959 amendment to the TVA Act to make annual payments to the U.S. Treasury from net power proceeds as a repayment of and as a return on the government's appropriation investment in TVA's power facilities (the "Power Program Appropriation Investment") until $1.0 billion of the Power Program Appropriation Investment has been repaid. With the 2014 payment, TVA fulfilled its requirement to repay $1.0 billion of the Power Program Appropriation Investment. The TVA Act requires TVA to continue to make payments to the U.S. Treasury indefinitely as a return on the remaining $258 million of the Power Program Appropriation Investment. See Note 24 — Related Parties . The TVA Act requires the proceeds for each fiscal year derived from the sale of power or any other activities to be paid into the U.S. Treasury on March 31 of each year, except for the portion of such proceeds as in the opinion of the TVA Board shall be necessary for TVA in the operation of dams and reservoirs and in conducting its business in generating, transmitting, and distributing electric energy. For each fiscal year, the TVA Board adopts a resolution retaining for use in the operation of the TVA power system the entire margin of net power proceeds remaining at the conclusion of such fiscal year. 190 Table of Contents ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table shows the fees of Ernst & Young LLP for audit, audit-related, and other services for the years ended September 30, 2025 and 2024: Principal Accountant Fees and Services (in actual dollars) Year Principal Accountant Audit Fees (1) Audit-Related Fees (2) Tax Fees All Other Fees (3) Total 2025 Ernst & Young LLP $ 4,141,357 $ 806,449 $ — $ 7,200 $ 4,955,006 2024 Ernst & Young LLP 3,816,728 131,389 — 7,200 3,955,317 Notes (1) Audit fees consist of payments for professional services rendered in connection with the audit of TVA's annual financial statements, including the annual attestation on internal control over financial reporting; review of interim financial statements included in TVA's quarterly reports; audit of TVA's fuel cost adjustment; federal financial reporting responsibilities for the preparation and audit of the 2025 and 2024 federal consolidated financial statements of which TVA is a component; 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. The TVA Board has an Audit, Risk, and Cybersecurity Committee ("Audit Committee"). Under the TVA Act, the Audit Committee, in consultation with the Inspector General, recommends to the TVA Board the selection of an external auditor. TVA's Audit Committee, in consultation with the Inspector General, recommended that the TVA Board select Ernst & Young LLP as TVA's external auditor for the 2025 and 2024 audits and other related services, and the TVA Board approved these recommendations. TVA has a policy (the "Policy") that requires all auditing services and permissible non-audit services provided by the external auditor to be pre-approved by the Audit Committee. The Policy also lists the following services as ones the external auditor is not permitted to perform: • Bookkeeping or other services related to the accounting records or financial statements of TVA; • Financial information system design and implementation; • Appraisal or valuation services, fairness opinions, and contribution-in-kind reports; • Actuarial services; • Internal audit outsourcing services; • Management functions or human resources; • Broker or dealer, investment adviser, or investment banking services; • Legal services and expert services unrelated to the audit; and • Any other services that the Public Company Accounting Oversight Board determines, by regulation, are impermissible. The Policy also delegates to the Chair of the Audit Committee the authority to pre-approve a permissible service so long as the amount of the service does not exceed $100,000 and the total amount of services pre-approved during the year by the Chair does not exceed $200,000. The Chair must report for informational purposes the services pre-approved under this provision at the Audit Committee's next meeting. The Audit Committee pre-approved all audit services for 2025 and 2024. 191 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents have been filed as part of this Annual Report on Form 10-K for the fiscal year ended September 30, 2025 ("Annual Report"): (1) Consolidated Financial Statements. The following documents are provided in Part II, Item 8, Financial Statements and Supplementary Data herein: Consolidated Statements of Operations Consolidated Statements of Comprehensive Income (Loss) Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Changes in Proprietary Capital Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) (2) Consolidated Financial Statement Schedules. Schedules not included are omitted because they are not required or because the required information is provided in the consolidated financial statements, including the notes thereto. (3) List of Exhibits Exhibit No. Description 3.1 Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. §§ 831-831ee (Incorporated by reference to Exhibit 3.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, File No. 000-52313) 3.2 Bylaws of the Tennessee Valley Authority Adopted by the TVA Board of Directors on May 18, 2006, as amended on April 3, 2008, May 19, 2008, June 10, 2010, February 13, 2014, August 21, 2014, and November 6, 2014 (Incorporated by reference to Exhibit 3.2 to TVA's Annual Report on Form 10-K for the year ended September 30, 2014, File No. 000-52313) 4.1 Basic Tennessee Valley Authority Power Bond Resolution Adopted by the TVA Board of Directors on October 6, 1960, as Amended on September 28, 1976, October 17, 1989, and March 25, 1992 (Incorporated by reference to Exhibit 4.1 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 10.4 First Amendment Dated as of February 28, 2017, to the $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 March 3, 2017, File No. 000-52313) 10.5 Second Amendment Dated as of February 21, 2018, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, 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 February 26, 2018, File No. 000-52313) 10.6 Third Amendment Dated as of February 27, 2020, to the $500,000,000 February Maturity Credit Agreement Dated as of August 7, 2015, and Amended as of February 28, 2017, and February 21, 2018, 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 March 3, 2020, File No. 000-52313) 192 Table of Contents 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. 000-52313) 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. 000-52313) 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. 000-52313) 10.10 First Amendment Dated as of December 11, 2018, to December Maturity Community Bank Credit Agreement Dated as of December 12, 2016 (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on December 14, 2018, File No. 000-52313) 10.11 Second Amendment Dated as of February 9, 2021, to December Maturity Community Bank Credit Agreement Dated as of December 12, 2016, and Amended as of December 11, 2018 (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, File No. 000-52313) 10.12 Third Amendment Dated as of March 29, 2023, to December Maturity Community Bank Credit Agreement Dated as of December 12, 2016, and Amended as of December 11, 2018 and February 9, 2021, Among Tennessee Valley Authority, as the Borrower, Truist Bank, 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 April 3, 2023, File No. 000-52313) 10.13 TVA Discount Notes Selling Group Agreement (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 000-52313) 10.14 Electronotes® Selling Agent Agreement Dated as of June 1, 2006, Among TVA, LaSalle Financial Services, Inc., A.G. Edwards & Sons, Inc., Citigroup Global Markets Inc., Edward D. Jones & Co., L.P., First Tennessee Bank National Association, J.J.B. Hilliard, W.L. Lyons, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and Wachovia Securities, LLC (Incorporated by reference to Exhibit 10.4 to TVA's Annual Report on Form 10-K for the year ended September 30, 2006, File No. 000-52313) 10.15 Amendment Dated as of December 4, 2013, to Electronotes® Selling Agent Agreement Dated as of June 1, 2006, Among TVA, LaSalle Financial Services, Inc., A.G. Edwards & Sons, Inc., Citigroup Global Markets Inc., Edward D. Jones & Co., L.P., First Tennessee Bank National Association, J.J.B. Hilliard, W.L. Lyons, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and Wachovia Securities, LLC (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, File No. 000-52313) 10.16 Second Amendment Dated as of August 28, 2015, to Electronotes® Selling Agent Agreement Dated as of June 1, 2006, and Amended as of December 4, 2013, Among TVA, LaSalle Financial Services, Inc., A.G. Edwards & Sons, Inc., Citigroup Global Markets Inc., Edward D. Jones & Co., L.P., First Tennessee Bank National Association, J.J.B. Hilliard, W.L. Lyons, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and Wachovia Securities, LLC (Incorporated by reference to Exhibit 10.9 to TVA's Annual Report on Form 10-K for the year ended September 30, 2015, File No. 000-52313) 10.17 Assumption Agreement Between TVA and Incapital LLC Dated as of February 29, 2008, Relating to the Electronotes® Selling Agent Agreement Dated as of June 1, 2006, Among TVA, LaSalle Financial Services, Inc., A.G. Edwards & Sons, Inc., Citigroup Global Markets Inc., Edward D. Jones & Co., L.P., First Tennessee Bank National Association, J.J.B. Hilliard, W.L. Lyons, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, and Wachovia Securities, LLC (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 000-52313) 10.18 Facility Lease-Purchase Agreement Dated as of January 17, 2012, Between John Sevier Combined Cycle Generation LLC and TVA (Incorporated by reference to Exhibit 10.1 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, File No. 000-52313) 10.19 Head Lease Agreement Dated as of January 17, 2012, Among the United States of America, TVA, and John Sevier Combined Cycle Generation LLC (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, File No. 000-52313) 10.20* Asset Purchase Agreement Dated as of August 6, 2013, Between TVA and Seven States Southaven, LLC (Incorporated by reference to Exhibit 10.33 to TVA's Annual Report on Form 10-K for the year ended September 30, 2013, File No. 000-52313) 193 Table of Contents 10.21 Facility Lease-Purchase Agreement Dated as of August 9, 2013, Between Southaven Combined Cycle Generation LLC and TVA (Incorporated by reference to Exhibit 10.34 to TVA's Annual Report on Form 10-K for the year ended September 30, 2013, File No. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 10.27* Consent Decree Among Alabama, Kentucky, North Carolina, Tennessee, the Alabama Department of Environmental Management, the National Parks Conservation Association, Inc., the Sierra Club, Our Children's Earth Foundation, and TVA (Incorporated by reference to Exhibit 10.3 to TVA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 10.37† Offer Letter to Jeffrey J. Lyash Approved as of February 14, 2019 (Incorporated by reference to Exhibit 10.1 to TVA's Current Report on Form 8-K filed on February 14, 2019, File No. 000-52313) 10.38† Acknowledgment by TVA and Jeffrey J. Lyash on March 25, 2019, Relating to the Offer Letter to Mr. Lyash Approved as of February 14, 2019 (Incorporated by reference to Exhibit 10.2 to TVA's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, File No. 000-52313) 10.39† Offer Letter to Timothy S. Rausch Accepted as of September 18, 2018 (Incorporated by reference to Exhibit 10.39 to TVA's Annual Report on Form 10-K/A for the year ended September 30, 2019, File No. 000-52313) 194 Table of Contents 10.40† Offer Letter to David Fountain Accepted as of April 1, 2020 (Incorporated by reference to Exhibit 10.42 to TVA's Annual Report on Form 10-K for the year ended September 30, 2021, File No. 000-52313) 10.41† Offer Letter to Donald A. 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. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 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. 000-52313) 14.2 TVA Conflict of Interest Policy, as amended (Incorporated by reference to Exhibit 14.2 to TVA's Annual Report on Form 10-K for the year ended September 30, 2014, File No. 000-52313) 19.1 Tennessee Valley Authority Insider Trading Policy Adopted by the TVA Board of Directors on November 9, 2023 (Incorporated by reference to Exhibit 19.1 to TVA's Annual Report on Form 10-K for the year ended September 30, 2023, File No. 000-52313) 31.1 Rule 13a-14(a)/15d-14(a) Certification Executed by the Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification Executed by the Chief Financial Officer 32.1 Section 1350 Certification Executed by the Chief Executive Officer 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, 2023, File No. 000-52313) 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 195 Table of Contents 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101 † Management contract or compensatory arrangement. * Certain schedule(s) and/or exhibit(s) have been omitted. TVA hereby undertakes to furnish supplementally copies of any of the omitted schedules and/or exhibits upon request by the Securities and Exchange Commission. ITEM 16. FORM 10-K SUMMARY Not applicable. 196 Table of Contents SIGNATURES Pursuant to the requirements of Section 13, 15(d), or 37 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 12, 2025 TENNESSEE VALLEY AUTHORITY (Registrant) By: /s/ Donald A. Moul Donald A. Moul President and Chief Executive Officer 197 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Donald A. Moul President and Chief Executive Officer November 12, 2025 Donald A. Moul (Principal Executive Officer) /s/ Thomas C. Rice Executive Vice President and November 12, 2025 Thomas C. Rice Chief Financial Officer (Principal Financial Officer) /s/ Diane Wear Vice President and Controller November 12, 2025 Diane Wear (Principal Accounting Officer) /s/ William J. Renick Chair November 12, 2025 William J. Renick /s/ Robert P. Klein Director November 12, 2025 Robert P. Klein /s/ A. Wade White Director November 12, 2025 A. Wade White 198