TLN 8-K Current Reports

Leadership ChangesRegulation FDOther Events+1

Talen Energy 8-K Report, Financial Results (Nov 3, 2026)

Talen Energy Corporation (NASDAQ: TLN) reported third quarter 2026 results on November 3, 2026, per Exhibit 99.1 to this Form 8-K. GAAP Net Income Attributable to Stockholders was $138 million for the quarter, versus $207 million in the prior-year quarter, with the decrease attributed mainly to unrealized mark-to-market losses on commodity derivatives and higher acquisition-financing interest expense. Adjusted EBITDA was $669 million (versus $363 million) and Adjusted Free Cash Flow was $433 million (versus $223 million), driven primarily by contributions from acquired generation facilities, higher settled power prices and volumes, and higher capacity revenues. Total generation rose to 23.9 TWh from 11.1 TWh. Talen reaffirmed its 2026 Adjusted EBITDA guidance of $2,050 million to $2,200 million and Adjusted Free Cash Flow guidance of $1,225 million to $1,325 million, and introduced 2027 guidance of $2,500 million to $2,850 million for Adjusted EBITDA and $1,500 million to $1,750 million for Adjusted Free Cash Flow. The company upsized its share repurchase program to $3.0 billion through December 31, 2028, including a $1.5 billion accelerated share repurchase (ASR) expected to be completed by the end of the first quarter of 2027. On October 1, 2026, Talen closed a capacity monetization of approximately $1.5 billion of future PJM capacity cash flows for the 2027/2028 and 2028/2029 capacity years, with net proceeds of $1.3 billion used to fund the ASR. As of October 30, 2026, total available liquidity was approximately $1.6 billion, including $220 million of unrestricted cash and $1.4 billion of revolver capacity. Talen stated it targets net leverage of 3.5x net debt-to-Adjusted EBITDA. As of September 30, 2026, it had hedged approximately 80% of expected generation for October through December 2026, approximately 70% for 2027, and approximately 35% for 2028. The information is furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Nov 3, 2026 8-K

Talen Energy 8-K Report, Executive Changes (Sep 29, 2026)

Talen Energy Corporation announced on September 29, 2026 that its Board named Terry L. Nutt, currently President, as the next Chief Executive Officer and President effective January 1, 2027, and that he will join the Board at that time. Mark "Mac" A. McFarland, the current CEO, will step down as CEO and director effective January 1, 2027, serve as Senior Advisor through his retirement on March 1, 2027, and receive $100,000 for advisory services. Mr. Nutt's new Employment Agreement carries a base salary of $1,200,000, a target short-term bonus of 135% of base salary, and a target long-term incentive grant value of 700% of base salary. The company also entered into a capacity monetization transaction through Talen Energy Marketing, LLC, selling future PJM capacity revenues for the 2027/2028 and 2028/2029 delivery years. The filing states approximately 6.5 GW and 6.0 GW of cleared capacity and aggregate revenues of approximately $1.5 billion; proceeds are advanced at aggregate capacity revenues less SOFR plus 200 basis points. The Company retains operating responsibility for its generation facilities and the performance-related risks and bonuses, and the transaction covers capacity only, not energy. The Board upsized the share repurchase program by $1.5 billion, bringing the remaining authorization to $3.0 billion, and the company entered into accelerated share repurchase agreements totaling $1.5 billion with multiple dealers, including Goldman Sachs & Co. LLC and Banco Santander, S.A. The company will initially receive approximately 4.0 million shares, about 80% of the expected total, with final settlement expected no later than the first quarter of 2027. As of September 28, 2026, approximately 47.3 million shares were outstanding.

Sep 29, 2026 8-K/A

Exhibits & Filings

Talen Energy 8-K/A Report, Exhibit Filing (Aug 12, 2026)

Talen Energy Corporation (TLN) filed this Form 8-K/A on August 12, 2026 to amend its June 15, 2026 Current Report on the closing of the Cornerstone Acquisition, a $3.5 billion transaction for three PJM gas-fired plants from Energy Capital Partners: the Lawrenceburg Power Plant, the Waterford Energy Center, and the Darby Generating Station. The aggregate purchase price consisted of $2.6 billion in cash and 2,399,998 shares of TEC common stock, valued at $927 million at closing. This amendment supplies the required historical financial statements (audited Cornerstone Generation, LLC financials for 2025, unaudited Q1 2026 financials, and audited Gas Plant Business carve-out financials for January 1 to August 10, 2025) along with unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026. The pro forma statements show the combined company's net loss attributable to stockholders of $(322) million for 2025 and $(31) million for the six months ended June 30, 2026, compared with Talen's historical net losses of $(146) million and $(29) million for the same periods. Pro forma operating revenues were $4,079 million for 2025 and $2,270 million for the six months ended June 30, 2026. The pro forma figures are illustrative under Article 11 of Regulation S-X, reflect a preliminary purchase price allocation that may change, and include a net deferred tax liability estimate of $457 million on the closing date. The filing also describes financing used for the transaction: in April 2026, TES issued $1.5 billion of 6.125% senior unsecured notes due 2031 and $2.5 billion of 6.375% senior unsecured notes due 2033, with proceeds used to fund the cash portion of the acquisition and redeem $1.2 billion of 8.625% senior secured notes (with a $54 million make-whole premium). Revolving and letter of credit facilities were also upsized in June 2026.

Aug 12, 2026 8-K

Talen Energy 8-K Report, Financial Results (Aug 5, 2026)

Talen Energy Corporation (NASDAQ: TLN) reported second quarter 2026 results on August 5, 2026, furnishing its earnings release as Exhibit 99.1 under Item 2.02. The company posted GAAP Net Income (Loss) Attributable to Stockholders of $(92) million for the quarter, compared with $72 million in the second quarter of 2025, a decline the release attributes primarily to unrealized losses on derivative instruments and higher interest expense. Adjusted EBITDA rose to $374 million from $90 million, and Adjusted Free Cash Flow was $212 million versus $(78) million a year earlier, driven mainly by higher capacity revenues and energy and other revenues net of fuel and energy purchases. Talen completed the Cornerstone Acquisition (Waterford Energy Center, Darby Generating Station, and Lawrenceburg Power Plant) on June 15, 2026, which the company says adds approximately 2.6 GW of generation. Management raised 2026 guidance, with Adjusted EBITDA now expected at $2,025 million to $2,225 million and Adjusted Free Cash Flow at $1,200 million to $1,350 million, excluding Keystone as of July 1, 2026. The company also repurchased 550,000 shares for approximately $200 million in the quarter, leaving $1.7 billion of capacity under its share repurchase program through December 2028. On the balance sheet, long-term debt rose to $9,543 million at June 30, 2026 from $6,782 million at December 31, 2025, following $4.0 billion of April 2026 senior unsecured note issuances used to fund the acquisition and redeem $1.2 billion of 8.625% senior secured notes. Talen cited about $1.9 billion of total available liquidity as of July 31, 2026, and stated a target of net leverage below 3.5x net debt-to-Adjusted EBITDA. The company also reported hedging of approximately 85% of expected 2026 generation volumes, 70% for 2027, and 30% for 2028, and cleared over 10 GW in the 2028/2029 PJM Base Residual Auction at $325.00 per megawatt-day.

Aug 5, 2026 8-K

Acquisitions & DispositionsMaterial AgreementsFinancial Events+3

Talen Energy 8-K Report, Regulation FD Disclosure (Jul 14, 2026)

Talen Energy Corporation (NASDAQ: TLN) reported on July 14, 2026, that it cleared 10,180 megawatts in the PJM Base Residual Auction for the 2028/2029 planning year. The filing states that the cleared capacity was at a clearing price of $325 per megawatt-day across the PJM Interconnection, equating to approximately $1,208 million in capacity revenues for that planning year. The planning year runs from June 1, 2028 through May 31, 2029. The results are disclosed under Item 7.01 (Regulation FD Disclosure) through a press release furnished as Exhibit 99.1. The filing states that this information is furnished and not deemed "filed" under Section 18 of the Securities Exchange Act of 1934. The company describes itself as owning and operating approximately 15.6 gigawatts of power infrastructure, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet, with generation principally located in the Mid-Atlantic, Ohio, Indiana, and Montana. The press release also positions Talen as serving the growing demand for reliable power from artificial intelligence data centers. Its forward-looking statements reference the integration of and anticipated benefits from the recent Cornerstone acquisition and the Freedom and Guernsey acquisitions.

Jul 14, 2026 8-K/A

Exhibits & Filings

Talen Energy 8-K/A Report, Exhibit Filing (Jun 18, 2026)

Talen Energy Corporation filed Amendment No. 2 to its Form 8-K to add unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025, giving effect to its acquisitions of Freedom and Guernsey. The filing states the amendment was made to support a registration statement on Form S-3. The acquisitions, which closed on November 25, 2025, cover the 1,045 MW (summer rating) Freedom Energy Center in Luzerne County, Pennsylvania, and the 1,836 MW (summer rating) Guernsey Power Station in Guernsey County, Ohio. The aggregate purchase price was $3.8 billion. The pro forma statement shows 2025 operating revenues of $3,346 million, compared with $2,581 million historically reported by Talen, and operating income of $212 million, compared with a historical operating loss of $(90) million. Pro forma net loss attributable to stockholders is $(146) million, or $(3.20) per share on both a basic and diluted basis, compared with a historical net loss of $(219) million, or $(4.79) per share. Pro forma interest expense and other finance charges are $(513) million. The filing notes that the pro forma information is illustrative, does not reflect expected cost savings or synergies, and that the purchase price allocation is preliminary and may change materially within one year of closing. The acquisitions were funded by $1.4 billion of 2034 unsecured notes and $1.3 billion of 2036 unsecured notes issued in October 2025, along with a fully drawn $1.2 billion senior secured term loan B (TLB-3). The filing also describes an increase in the revolving credit facility from $700 million to $900 million and an upsizing of the letter of credit facility from $900 million to $1.1 billion, with its maturity extended from December 2026 to December 2027. The pro forma statement assumes approximately $3.8 billion of net new indebtedness as if incurred on January 1, 2025.

Jun 18, 2026 8-K

Talen Energy 8-K Report, Material Agreement (Jun 15, 2026)

Talen Energy Corporation (NASDAQ: TLN) reported on Form 8-K that it closed its previously announced acquisition of the Lawrenceburg Power Plant (1,120 MW combined cycle gas turbine, Lawrenceburg, Indiana), the Waterford Energy Center (875 MW combined cycle gas turbine, Waterford, Ohio) and the Darby Generating Station (456 MW combustion turbine, Mount Sterling, Ohio) from affiliates of Energy Capital Partners on June 15, 2026. The purchase price was $3.45 billion, consisting of approximately $2.55 billion in cash, subject to working capital and other adjustments, and 2,399,998 shares of Talen common stock. The cash consideration was funded in part with proceeds from 6.125% Senior Unsecured Notes due 2031 and 6.375% Senior Unsecured Notes due 2033 issued in April 2026. Concurrently with the closing, Talen Energy Supply, LLC amended its credit agreement, increasing the revolving credit facility from $900 million to $1.35 billion and the stand-alone letter of credit facility from $1.1 billion to $1.5 billion, with the letter of credit facility's maturity extended from December 2027 to December 2029. The company also entered into a registration rights agreement with the recipients of the stock consideration, who agreed to a 90-day lock-up on 50% of those shares and a 180-day lock-up on the remainder. In its accompanying press release, management said the acquisition is immediately accretive, adding over 15% to cash flow per share, and reiterated a goal of more than $40 per share of annual free cash flow by 2028. The filing also states that the April 2026 notes were used in part to redeem the 8.625% Senior Secured Notes due 2030, which the release says will reduce annual interest expense by over $40 million. The company intends to file the required financial statements and pro forma financial information by amendment within 71 calendar days after the filing deadline.

Jun 15, 2026 8-K

Material AgreementsExhibits & Filings

Talen Energy 8-K Report, Material Agreement (May 21, 2026)

On May 20, 2026, Talen Energy Supply, LLC, a direct subsidiary of Talen Energy Corporation, entered into Amendment No. 6 to its credit agreement with Citibank N.A. as administrative agent and collateral agent. The amendment reprices three facilities and extends the maturity of the Initial Term B Facility. The Initial Term B Facility, with $846 million outstanding, has its maturity extended from May 2030 to November 2032. The $839 million 2024-1 Incremental Term B Facility, due December 2031, and the $900 million Revolving Credit Facility are also repriced. Under the amended terms, the Initial Term B Facility and the 2024-1 Incremental Term B Facility carry an Applicable ABR Margin reduced to 0.75% and an Applicable Term SOFR Margin reduced to 1.75%. The Revolving Credit Facility's margins are reduced to 0.50% (ABR) and 1.50% (Term SOFR). The filing states that the amended agreement otherwise contains substantially the same fees, representations, warranties, guarantees, covenants, events of default and other terms as the prior agreement. For investors, the filing describes a lower borrowing cost and a longer maturity profile for the term loan debt, with no other financial results or operating developments reported in this filing.

May 21, 2026 8-K

Shareholder Matters

Talen Energy 8-K Report, Shareholder Vote Results (May 7, 2026)

Talen Energy Corporation held its 2026 Annual Meeting of Stockholders on May 5, 2026, and stockholders voted on three proposals, each described in the Company's Definitive Proxy Statement on Schedule 14A filed March 19, 2026. This Form 8-K reports the final voting results under Item 5.07 and does not disclose any new financial results, transactions, or strategic developments. All seven director nominees were elected to serve until the 2027 Annual Meeting. Stephen Schaefer, Mark "Mac" McFarland, Gizman Abbas, Anthony Horton, Karen Hyde, Joseph Nigro, and Christine Benson Schwartzstein each received more votes FOR than WITHHELD, with FOR counts ranging from 37,716,579 (Abbas) to 38,446,765 (McFarland). Broker non-votes were 2,237,852 for each director. Stockholders also approved, on a non-binding advisory basis, the 2025 compensation of the named executive officers, with 37,249,405 votes FOR, 1,255,073 AGAINST, and 14,899 ABSTAIN. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026, with 40,647,482 votes FOR, 94,497 AGAINST, and 15,250 ABSTAIN.

May 7, 2026 8-K

Talen Energy 8-K Report, Financial Results (May 5, 2026)

Talen Energy Corporation (NASDAQ: TLN) reported first quarter 2026 results on May 5, 2026, via Exhibit 99.1 to this Form 8-K. GAAP Net Income was $63 million, compared with a net loss of $135 million in the first quarter of 2025. Adjusted EBITDA was $473 million (versus $200 million a year earlier) and Adjusted Free Cash Flow was $350 million (versus $87 million). Total generation rose to 15.6 TWh from 9.7 TWh, and capacity factor was 55.1% versus 42.5%. Talen reaffirmed its 2026 guidance of $1,750 million to $2,050 million for Adjusted EBITDA and $980 million to $1,180 million for Adjusted Free Cash Flow, excluding the pending Cornerstone Acquisition. The company has signed a definitive merger agreement with affiliates of Energy Capital Partners to acquire the 1,120 MW Lawrenceburg plant in Indiana and the 875 MW Waterford and 456 MW Darby plants in Ohio. The acquisition is expected to close early in the second half of 2026, subject to FERC, Indiana Utility Regulatory Commission and other regulatory approvals. The Hart-Scott-Rodino waiting period expired in March 2026. In April 2026, Talen Energy Supply issued $1.5 billion of 6.125% Senior Unsecured Notes due 2031 and $2.5 billion of 6.375% Senior Unsecured Notes due 2033, and used part of the proceeds to redeem $1.2 billion of 8.625% Senior Secured Notes due 2030. The company expects more than $40 million of aggregate annual interest savings. As of March 31, 2026, Talen had approximately $1.9 billion of available liquidity, including $1.0 billion of unrestricted cash and $900 million of revolver capacity. The company reported hedging of approximately 85% of expected 2026 generation volumes (including the Nuclear PTC), 65% for 2027 and 20% for 2028. It repurchased 300,000 shares for $100 million in the quarter and has $1.9 billion remaining under its program through year-end 2028. Management stated it is focused on keeping net leverage below its 3.5x net debt-to-Adjusted EBITDA target.

May 5, 2026 8-K

Talen Energy 8-K Report, Corporate Update (Apr 17, 2026)

Talen Energy Corporation (NASDAQ: TLN) disclosed that its direct wholly owned subsidiary, Talen Energy Supply, LLC ("TES"), priced private placements of $1.50 billion of 6.125% senior notes due 2031 and $2.50 billion of 6.375% senior notes due 2033. The issuance and sale of the Notes is expected to close on April 29, 2026, subject to customary closing conditions. The Notes were offered only to qualified institutional buyers and accredited investors under Rule 144A and Regulation D, and have not been registered under the Securities Act. The company states it intends to use the net proceeds to fund the previously announced acquisition of 2,451 megawatts of capacity, consisting of the Lawrenceburg Power Plant (1,120 megawatts), the Waterford Energy Center (875 megawatts) and the Darby Generation Station (456 megawatts), and to redeem in full its outstanding 8.625% Senior Secured Notes due 2030. The acquisition is being made under a Merger Agreement dated January 15, 2026, with Cornerstone Generation Holdings, LP and affiliates. The Notes carry a special mandatory redemption feature. If the acquisition is not consummated by the Outside Date of January 15, 2027 (extendable to July 15, 2027 under the Merger Agreement), $1.05 billion of the 2031 Notes and $1.75 billion of the 2033 Notes will be redeemed at 100% of the issue price, plus accrued and unpaid interest.

Apr 17, 2026 8-K

Material AgreementsSecurities & ListingRegulation FD+1

Talen Energy 8-K Report, Financial Results (Feb 26, 2026)

Talen Energy Corporation (NASDAQ: TLN) reported fourth quarter and full year 2025 results on February 26, 2026, in Exhibit 99.1 furnished with this Form 8-K. For full year 2025, the company reported a GAAP Net Loss Attributable to Stockholders of $(219) million, compared with net income of $998 million in 2024. The decline was driven primarily by the absence of an approximately $888 million aggregate gain on the 2024 Cumulus Data and ERCOT portfolio sales and a $501 million fourth-quarter 2025 charge tied to the change in accounting for certain stock-based awards. Operating performance improved, with Adjusted EBITDA of $1,035 million (up from $770 million) and Adjusted Free Cash Flow of $524 million (up from $283 million), attributed mainly to higher capacity revenues and energy and other revenues, net of fuel and energy purchases. The company completed the Freedom and Guernsey acquisitions on November 25, 2025, adding approximately 2.8 GW of generating capacity for an aggregate cash payment of $3.8 billion funded by new debt issuances. Talen reaffirmed its 2026 guidance of $1,750 million to $2,050 million for Adjusted EBITDA and $980 million to $1,180 million for Adjusted Free Cash Flow, excluding the Cornerstone Acquisition. On January 15, 2026, Talen agreed to acquire the Waterford and Darby assets in Ohio and the Lawrenceburg plant in Indiana from Energy Capital Partners for an aggregate price of $3.45 billion, consisting of about $2.55 billion in cash and 2,400,000 shares of common stock. The transaction is expected to close early in the second half of 2026, subject to HSR and FERC and Indiana Utility Regulatory Commission approvals. Management stated it can reach less than 3.5x net leverage by year-end 2026 including the Cornerstone Acquisition, and reported about $2.1 billion of total available liquidity as of February 20, 2026. As of December 31, 2025, Talen had hedged approximately 90% of expected 2026 generation volumes and approximately 40% of 2027 volumes, including the impact of the Nuclear PTC. The company also noted it expanded the Amazon PPA to 1,920 MW and increased its share repurchase program to $2 billion through year end 2028.

Feb 26, 2026 8-K/A

Exhibits & Filings

Talen Energy 8-K/A Report, Exhibit Filing (Feb 9, 2026)

Talen Energy Corporation filed this Form 8-K/A to amend its Original Report from November 25, 2025, which disclosed the consummation of two acquisitions from affiliates of Caithness Energy, L.L.C.: the Freedom Generating Station (1,045 MW natural gas combined cycle, Luzerne County, Pennsylvania) and the Guernsey Power Station (1,836 MW natural gas combined cycle, Guernsey County, Ohio). This amendment supplies the required financial statements of the acquired entities, Moxie Freedom LLC and Guernsey Power Holdings, LLC, including audited 2024 statements and unaudited September 30, 2025 interim statements, along with unaudited pro forma condensed combined financial information for Talen. The filing states that the aggregate purchase price was $3.8 billion, with the Original Report's consummation date of November 25, 2025. The pro forma information shows the effect of the transactions on Talen's historical results and balance sheet. The base purchase price was $3,840 million, of which $1,473 million related to Freedom and $2,367 million to Guernsey. Pro forma long-term debt as of September 30, 2025 is $6,797 million, reflecting approximately $3.8 billion of new financing: a $1.2 billion senior secured term loan B (TLB-3), $1.4 billion of unsecured notes due 2034, and $1.29 billion of unsecured notes due 2036. Pro forma net income attributable to stockholders is $215 million for the nine months ended September 30, 2025 and $902 million for the year ended December 31, 2024, compared with historical figures of $144 million and $998 million, respectively. Pro forma diluted EPS is $4.42 for the nine-month period and $15.97 for 2024. For investors, the key points are the scale of the acquired fleet, the acquisition-driven increase in debt, and the preliminary nature of the purchase price allocation. The filing notes that the fair value allocation is preliminary and may change materially, and that the pro forma figures do not reflect expected cost savings or synergies.

Feb 9, 2026 8-K

Talen Energy 8-K Report, Material Agreement (Jan 15, 2026)

Talen Energy Corporation (NASDAQ: TLN) entered into a Merger Agreement on January 15, 2026 with Cornerstone Generation Holdings, LP and related Energy Capital Partners (ECP) entities to acquire the Acquired Companies, which indirectly own a 480 MW combustion turbine facility in Mount Sterling, Ohio, a 1,218 MW combined cycle gas turbine facility in Lawrenceburg, Indiana, and a 869 MW combined cycle gas turbine facility in Waterford, Ohio. The purchase price is $3.45 billion, consisting of approximately $2.55 billion in cash, subject to customary adjustments, and 2,400,000 shares of Talen common stock. The filing states that the closing is subject to customary conditions, including required regulatory approvals. The company's investor presentation describes the deal as an acquisition at a 6.6x 2027E Adjusted EBITDA multiple, with expected Adjusted Free Cash Flow per share accretion of more than 15% annually through 2030E and an unlevered free cash flow conversion of approximately 85% before tax benefits. Talen expects to issue new debt to fund the cash portion and states it expects to achieve a net leverage target of 3.5x or lower by year-end 2026. The transaction is expected to close early in the second half of 2026, subject to HSR waiting period expiration and approvals from FERC and the Indiana Utility Regulatory Commission. The Registration Rights Agreement will require Talen to register the resale of the stock consideration. The Acquired Company Equityholders will agree to a 90-day lock-up on 50% of the Stock Consideration and a 180-day lock-up on the remainder. The stock issuance is made in reliance on Section 4(a)(2) of the Securities Act.

Jan 15, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Talen Energy 8-K Report, Regulation FD Disclosure (Dec 17, 2025)

Talen Energy Corporation (NASDAQ: TLN) reported on December 17, 2025, that it cleared 8,745 megawatts in the PJM Base Residual Auction for the 2027/2028 planning year at a clearing price of $333.44 per megawatt-day. The company states this equates to approximately $1,067 million in capacity revenues for the planning year, which runs from June 1, 2027, through May 31, 2028. The results were announced in a press release furnished as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure). The filing states that this information is furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into Securities Act registration statements. The press release describes Talen as an independent power producer operating approximately 13.2 gigawatts of generation, including 2.2 gigawatts of nuclear power and a dispatchable fossil fleet located in the Mid-Atlantic, Ohio and Montana. It also positions the company to serve artificial intelligence data centers, and its forward-looking statements reference the integration of the Freedom and Guernsey acquisitions.

Dec 17, 2025 8-K

Talen Energy 8-K Report, Executive Changes (Dec 15, 2025)

On December 15, 2025, Talen Energy Corporation (NASDAQ: TLN) announced a realignment of its executive management team as part of ongoing succession and retention planning. Mac McFarland extended his CEO employment agreement through February 2027, resigned as President, and remains CEO and a Board member. Terry L. Nutt was appointed President and resigned as CFO, but will act as principal financial officer until the annual report for fiscal 2025 is filed. Cole Muller was appointed CFO, Brad Berryman was appointed Chief Operating Officer, Dale Lebsack was appointed Chief Asset Development Officer, and Ed Casulli was appointed Chief Nuclear Officer, all effective immediately. General Counsel John Wander gave notice of his intent to retire at the end of June 2026. The filing also describes retention measures. Amended employment agreements for key executives run through February 28, 2027, with automatic annual renewals. Up to 60% of certain 2026-vesting PSUs and RSUs will be settled in cash, subject to a cap tied to a $400 share price and to Compensation Committee discretion, and the resulting shares are locked up through November 13, 2026. The press release states that the cash settlement is expected to have a significant anti-dilutive effect. Using an illustrative $400 share price, it estimates about $388 million in withholding taxes, $369 million in cash settlement, and about 680,000 shares issued, versus about 2,573,000 shares without the partial cash settlement. Salary and target incentive levels were set for the named executives. Mr. McFarland's salary is $1,400,000, Mr. Nutt's is $925,000, Mr. Muller's is $725,000, and Mr. Berryman's is $600,000. Severance terms were also updated, including a 2.99 times salary-plus-target-bonus lump sum for qualifying terminations within 18 months after a change of control, and Mr. McFarland receives 2 times salary-plus-target-bonus for qualifying terminations outside that window.

Dec 15, 2025 8-K

Acquisitions & DispositionsMaterial AgreementsFinancial Events+2

Talen Energy 8-K Report, Material Agreement (Nov 25, 2025)

On November 25, 2025, Talen Energy Corporation (NASDAQ: TLN) completed its acquisitions of Moxie Freedom LLC (Freedom Generating Station in Pennsylvania) and Guernsey Power Holdings, LLC (Guernsey Power Station in Ohio). The filing states that Talen paid approximately $1.5 billion for Freedom and approximately $2.3 billion for Guernsey, subject to customary post-closing adjustments for net working capital and other items. Talen's press release describes the plants as about 2.9 gigawatts of natural gas-fired generation in PJM, adding to a fleet the company describes as approximately 13.2 gigawatts, including 2.2 gigawatts of nuclear power. The acquisitions were funded with the $2.65 billion total net proceeds from new 6.250% Senior Notes due 2034 and 6.500% Senior Notes due 2036, plus a new $1.2 billion senior secured term loan B due November 25, 2032, priced at SOFR plus 200 basis points with two leverage-based step-downs. In connection with the closing, Talen Energy Supply, LLC amended its credit agreement to increase the revolving credit facility from $700 million to $900 million, upsize the stand-alone letter of credit facility from $900 million to $1.1 billion, and extend that letter of credit facility's maturity from December 2026 to December 2027. The acquired entities also agreed to guarantee Talen Energy Supply's obligations under the 2034 and 2036 notes and the 8.625% Senior Secured Notes due 2030. The filing states that the financial statements of the acquired businesses and pro forma financial information will be filed by amendment within 71 calendar days after the report's due date. Investors should watch that filing for the acquired businesses' financial results and the pro forma effect on Talen's financial statements.

Nov 25, 2025 8-K

Material AgreementsFinancial EventsRegulation FD+1

Talen Energy 8-K Report, Financial Results (Nov 5, 2025)

Talen Energy Corporation (NASDAQ: TLN) reported third quarter 2025 results on November 5, 2025, with GAAP Net Income Attributable to Stockholders of $207 million, Adjusted EBITDA of $363 million, and Adjusted Free Cash Flow of $223 million, compared with $168 million, $230 million, and $97 million in the third quarter of 2024. For the nine months ended September 30, 2025, GAAP Net Income Attributable to Stockholders was $144 million, versus $916 million a year earlier, a period that included an $885 million gain on asset sales in 2024. The company narrowed its 2025 guidance to Adjusted EBITDA of $975 million to $1,000 million and Adjusted Free Cash Flow of $470 million to $490 million, and reaffirmed its 2026 guidance of $1,750 million to $2,050 million in Adjusted EBITDA and $980 million to $1,180 million in Adjusted Free Cash Flow. The filing centers on the pending Freedom and Guernsey acquisitions, two combined-cycle gas-fired plants totaling approximately 3 GW in the PJM market. To fund them, Talen Energy Supply, LLC completed $2.7 billion of senior unsecured notes in October 2025 and priced a $1.2 billion senior secured term loan B. The acquisitions are expected to close in the first quarter of 2026 or sooner, subject to HSR review and FERC and other regulatory approvals. The HSR application was withdrawn and refiled on October 17, 2025 to restart the 30-day review period. The company also said it expects net leverage below 3.5x by year-end 2026, with a projected net leverage ratio of approximately 2.6x based on the 2025 Adjusted EBITDA midpoint. The Board upsized the share repurchase program to $2 billion of remaining capacity and extended it to December 31, 2028, with the additional authorization contingent on completing the acquisitions. As of September 30, 2025, the company had hedged approximately 100% of expected 2025 generation, 60% for 2026, and 25% for 2027, including pro forma impacts of the acquisitions beginning January 1, 2026.

Nov 5, 2025 8-K

Talen Energy 8-K Report, Material Agreement (Oct 27, 2025)

On October 27, 2025, Talen Energy Supply, LLC (TES), a direct wholly owned subsidiary of Talen Energy Corporation (the Company), completed private offerings of $1.40 billion of 6.250% senior notes due 2034 and $1.29 billion of 6.500% senior notes due 2036, together totaling $2.69 billion. The notes are guaranteed by TES's current and future wholly owned domestic subsidiaries that guarantee its credit facilities, carry customary negative covenants including limits on liens, and contain no financial covenants. Interest is payable semi-annually beginning August 1, 2026. The proceeds, together with a new $1.2 billion senior secured term loan B credit facility, are intended to fund the acquisitions of the Freedom Energy Center (1,045 MW natural gas combined cycle plant in Luzerne County, Pennsylvania) and the Guernsey Power Station (1,836 MW natural gas combined cycle plant in Guernsey County, Ohio). Both acquisitions are being made under purchase agreements dated July 17, 2025 with affiliates of Caithness Energy, L.L.C. The notes include a special mandatory redemption feature. If one or both acquisitions are not completed by the Outside Date of July 17, 2026 (extendable to January 17, 2027), or if a purchase agreement is terminated, TES must redeem within 30 days: $625.0 million of 2034 Notes and $575.0 million of 2036 Notes if the Freedom Acquisition is the triggering event, $900.0 million of 2034 Notes and $790.0 million of 2036 Notes if the Guernsey Acquisition is, or all outstanding Notes if both are. Redemption is at 100% of issue price plus accrued interest.

Oct 27, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Talen Energy 8-K Report, Regulation FD Disclosure (Oct 10, 2025)

Talen Energy Corporation (NASDAQ: TLN) disclosed on October 9, 2025 that its wholly owned subsidiary, Talen Energy Supply, LLC (TES), launched proposed private offerings of senior notes due 2034 and senior notes due 2036, subject to market and other conditions. The Notes will be jointly and severally guaranteed by TES subsidiaries that guarantee its credit agreement debt. The company intends to use the net proceeds, together with the net proceeds of a new $1.2 billion senior secured term loan B facility, to fund two previously announced acquisitions. TES also priced the term loan B on October 9, 2025, at SOFR plus 200 basis points. The acquisitions are the Freedom Energy Center, a 1,045 MW (summer rating) natural gas combined cycle plant in Luzerne County, Pennsylvania, for $1.46 billion in cash, and the Guernsey Power Station, a 1,836 MW (summer rating) natural gas combined cycle plant in Guernsey County, Ohio, for $2.33 billion in cash. Both purchase agreements were dated July 17, 2025, with affiliates of Caithness Energy, L.L.C. Each acquisition is subject to customary closing conditions, HSR waiting period expiration, and FERC and other regulatory approvals. Both are currently expected to close in the first quarter of 2026, though there is no assurance either will be consummated. The filing also reports that on October 9, 2025, after discussions with the U.S. Department of Justice regarding the HSR application, the company withdrew and promptly refiled the application to restart the thirty-day review period and voluntarily provide additional information. The notes carry a special mandatory redemption feature if one or both acquisitions are not completed by the Outside Date (July 17, 2026, extendable to January 17, 2027 for pending antitrust or regulatory approvals) or if a purchase agreement is terminated. Termination fees of approximately $63 million (Freedom) and $100 million (Guernsey) may be payable in certain circumstances.

Oct 10, 2025 8-K

Talen Energy 8-K Report, Regulation FD Disclosure (Oct 10, 2025)

Talen Energy Supply, LLC (TES), a direct wholly owned subsidiary of Talen Energy Corporation (NASDAQ: TLN), priced two private offerings of senior notes: $1.40 billion of 6.250% senior notes due 2034 and $1.29 billion of 6.500% senior notes due 2036. The offerings are expected to close on October 27, 2025, subject to customary closing conditions. The filing furnishes the press release under Item 7.01 (Regulation FD) and states that it is not deemed "filed" for purposes of Section 18 of the Exchange Act. The company states it intends to use the net proceeds of the notes, together with the net proceeds of a new $1.2 billion senior secured term loan B credit facility, to fund previously announced acquisitions from Caithness Energy, L.L.C. affiliates under purchase agreements dated July 17, 2025. The acquisitions are the Freedom Energy Center, a 1,045 MW natural gas fired combined cycle plant in Luzerne County, Pennsylvania, and the Guernsey Power Station, a 1,836 MW natural gas fired combined cycle plant in Guernsey County, Ohio. The notes include a special mandatory redemption feature. If the acquisitions are not completed by the Outside Date (July 17, 2026, or January 17, 2027 if automatically extended) or if a purchase agreement is terminated or the company determines a deal will not close, the company must redeem specified amounts within 30 days at 100% of the issue price plus accrued interest. Redemption amounts are $625.0 million (2034 Notes) and $575.0 million (2036 Notes) if the Freedom Acquisition is the triggering event, $900.0 million and $790.0 million if the Guernsey Acquisition is the triggering event, and all outstanding notes if both acquisitions are affected.

Oct 10, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Talen Energy 8-K Report, Regulation FD Disclosure (Oct 6, 2025)

Talen Energy Corporation (NASDAQ: TLN) disclosed in this Form 8-K, filed October 6, 2025, several financing and acquisition developments tied to its previously announced purchase of two natural gas-fired combined cycle plants from affiliates of Caithness Energy, L.L.C. under purchase and sale agreements dated July 17, 2025. The Freedom Energy Center (1,045 MW summer rating, Luzerne County, Pennsylvania) is to be acquired for $1.46 billion in cash, and the Guernsey Power Station (1,836 MW summer rating, Guernsey County, Ohio) for $2.33 billion in cash, each subject to adjustment under its agreement. The company also reported that on September 29, 2025, its subsidiary Talen Energy Supply, LLC sold zero-emission nuclear production tax credits generated in 2024 from its Susquehanna plant to an unaffiliated third party for approximately $191.2 million in cash. To fund the acquisitions, Talen Energy Supply, LLC launched a $1.2 billion incremental senior secured Term Loan B financing, and the company announced commitments to upsize its existing $700 million revolving credit facility by $200 million to $900 million and its $900 million stand-alone letter of credit facility by $200 million to $1.1 billion, with the letter of credit facility maturity extended from December 2026 to December 2027. The financing may include delayed draw commitments if the acquisitions do not close concurrently, and the delayed draw component terminates if only one acquisition is completed without using it. The Outside Date for the acquisitions is July 17, 2026, extendable to January 17, 2027 under certain conditions, and the filing notes there is no guarantee the Term Financing or any element will occur. The filing includes historical financial statements of Moxie Freedom LLC and Guernsey Power Holdings, LLC, along with unaudited pro forma condensed combined financial information for Talen. That pro forma information assumes approximately $3.9 billion of aggregate new indebtedness, consisting of $1.2 billion of Term Loan B and $2.7 billion of new unsecured debt, at a weighted average assumed interest rate of 6.625%. Pro forma net income attributable to stockholders is shown as $(66) million for the six months ended June 30, 2025 and $889 million for the year ended December 31, 2024. Investors should note that the purchase price allocation is preliminary and subject to change.

Oct 6, 2025 8-K

Talen Energy 8-K Report, Regulation FD Disclosure (Sep 9, 2025)

Talen Energy Corporation (TLN) furnished an investor day presentation (Exhibit 99.1) for September 9, 2025, webcast on its investor relations website. The filing also discloses that on September 8, 2025, the Board approved an upsizing of the share repurchase program by $1.005 billion, bringing the aggregate remaining authorization from $995 million to $2 billion and extending the expiration date from December 31, 2026 to December 31, 2028. The Additional Authorization is subject to the closing of the Freedom and Guernsey acquisitions, each expected to close before year-end 2025. To date, Talen has repurchased approximately 23% of its initially outstanding common shares for a total of $2 billion, excluding transaction costs and excise taxes. Repurchases are to be funded with cash on hand and cash generated by operations, and the Board may suspend or discontinue the program at any time. The investor presentation updates financial projections. Management expects 2025 Adjusted EBITDA and Adjusted Free Cash Flow at the lower end of guidance ranges, citing a Susquehanna extended outage and limited market opportunities in July and August. Guidance for 2026 shows Adjusted EBITDA of $1,750 million to $2,050 million and Adjusted Free Cash Flow of $980 million to $1,180 million, including pro forma impacts of the Freedom and Guernsey acquisitions (assumed to be effective January 1, 2026). Adjusted Free Cash Flow per share for 2026 is projected at $23.60 to $27.10 (midpoint basis, excluding $500 million of 2026 share repurchases), with 2027 and 2028 outlooks of $27.40+ and $31.10 respectively per the presentation's chart labels. The presentation highlights the AWS power purchase agreement, which ramps to 240 MW in mid-2026, 360 MW in mid-2027 and 480 MW in mid-2028, and the Freedom and Guernsey acquisitions, which would add roughly 3,000 MW of combined-cycle gas capacity in Pennsylvania and Ohio. Management also cites PJM capacity pricing at $329.17 per MW-day for the 2026/2027 and 2027/2028 delivery years, and says it targets returning 70% of Adjusted Free Cash Flow to shareholders.

Sep 9, 2025 8-K

Talen Energy 8-K Report, Financial Results (Aug 7, 2025)

Talen Energy Corporation (NASDAQ: TLN) reported second quarter 2025 GAAP Net Income Attributable to Stockholders of $72 million, compared with $454 million in the year-earlier quarter. The filing attributes the decline mainly to the absence of the gain and associated tax expense from the sale of the ERCOT portfolio in 2024. Adjusted EBITDA was $90 million, up $3 million from $87 million, driven by higher capacity revenues and partly offset by higher operation and maintenance expenses from the extended Susquehanna refueling outage. Adjusted Free Cash Flow was a use of $(78) million, versus $(29) million a year earlier, due to higher cash income tax payments and capital expenditures tied to the Susquehanna outage. The company reaffirmed its 2025 guidance of $975 million to $1,125 million for Adjusted EBITDA and $450 million to $540 million for Adjusted Free Cash Flow. The company disclosed several growth and portfolio developments. It expanded its power purchase agreement with Amazon Web Services, under which it expects to provide up to 1,920 MWs of front-of-the-meter power through 2042, with full volume no later than 2032. It also signed definitive agreements on July 17, 2025 to acquire the Freedom Energy Center in Pennsylvania and the Guernsey Power Station in Ohio for a net price of $3.5 billion after estimated tax benefits, or approximately $3.8 billion gross. Both acquisitions are expected to close in the fourth quarter of 2025, subject to HSR and FERC approvals, and are to be funded with about $3.8 billion of new debt. In the 2026/2027 PJM Base Residual Auction, Talen cleared 6,702 MWs at $329.17 per MW-day, which the company estimates equals approximately $805 million in capacity revenues for that capacity year, excluding the Freedom and Guernsey transactions. On the balance sheet, the company reported total liquidity of approximately $861 million as of August 4, 2025, including $161 million of unrestricted cash and $700 million of available revolver capacity. It projects net leverage of approximately 2.7x based on the 2025 Adjusted EBITDA midpoint, and it is committed to net leverage below 3.5x following the post-acquisition deleveraging period, with the intent to reach that level by year-end 2026. As of June 30, 2025, including the impact of the Nuclear PTC, the company had hedged approximately 100% of expected 2025 generation, 66% for 2026 and 33% for 2027. Management plans an Investor Update on September 9 to discuss 2026 guidance and the 2027/2028 outlook.

Aug 7, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

Talen Energy 8-K Report, Regulation FD Disclosure (Jul 22, 2025)

Talen Energy Corporation reported results from the PJM Base Residual Auction for the 2026/2027 planning year in a press release dated July 22, 2025, furnished as Exhibit 99.1 to this Form 8-K. The company cleared a total of 6,702 megawatts at a clearing price of $329.17 per megawatt-day across the MAAC, PPL and PSEG Locational Deliverability Areas. The filing states this equates to approximately $805 million in capacity revenues for the planning year, which runs from June 1, 2026, through May 31, 2027. The filing describes Talen as a leading independent power producer that owns and operates approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet. Its generation fleet is principally located in the Mid-Atlantic and Montana, and it sells electricity, capacity and ancillary services into wholesale U.S. power markets. The release also notes the company's positioning to serve artificial intelligence data centers that increasingly demand reliable, clean power. Under Item 7.01, the information is furnished under Regulation FD and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. The filing is otherwise limited to this auction disclosure and the related exhibit list.

Jul 22, 2025 8-K

Talen Energy 8-K Report, Material Agreement (Jul 17, 2025)

On July 17, 2025, Talen Energy Corporation (NASDAQ: TLN) disclosed that its indirect subsidiary, Talen Generation, LLC, agreed to acquire two natural gas-fired combined cycle plants in PJM from Caithness Energy. The Moxie Purchase Agreement covers the 1,105 MW Luzerne Project in Luzerne County, Pennsylvania, for $1.46 billion in cash. The Guernsey Purchase Agreement covers the 1,875 MW Guernsey Project in Guernsey County, Ohio, for $2.33 billion in cash. Both prices are subject to customary adjustments, and each deal requires an escrow deposit equal to 1% of its enterprise value. The press release describes a net acquisition price of $3.5 billion after adjusting for estimated tax benefits, or approximately $3.8 billion gross. Talen Energy Supply, LLC has obtained debt commitment letters from Citigroup Global Markets Inc. and RBC Capital Markets for senior secured bridge facilities of up to $1.2 billion and senior unsecured bridge facilities of up to $2.57 billion. Funding is contingent on conditions in those letters. Talen expects to issue about $3.8 billion of new debt to fund the acquisitions and refinance target debt. The company states that the transaction is expected to be immediately accretive to free cash flow per share by over 40% in 2026 and over 50% through 2029. It also targets net leverage below 3.5x by year-end 2026 and about $500 million of annual share repurchases through the deleveraging period. The acquisitions are subject to customary closing conditions, the Hart-Scott-Rodino waiting period, and FERC approval, and both are expected to close in Q4 2025. The press release describes an implied 6.7x 2026E EV/EBITDA multiple, or 7.1x excluding tax benefits, and states that the plants would increase annual generation from approximately 40 TWh to 60 TWh. The Item 1.01 description is qualified by the full agreements, which the company says will be filed with a subsequent SEC report.

Jul 17, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Talen Energy 8-K Report, Regulation FD Disclosure (Jun 11, 2025)

Talen Energy Corporation (NASDAQ: TLN) announced on June 11, 2025 that it has expanded its existing nuclear relationship with Amazon Web Services under a new power purchase agreement (PPA) for 1,920 megawatts of carbon-free electricity from its Susquehanna nuclear plant, at full contract quantity through 2042, with options to extend. The filing says delivery will ramp over time, with full volume expected no later than 2032 and the potential to accelerate meaningfully. Talen describes the deal as providing long-term, steady contracted revenue and greater balance sheet flexibility, and says it significantly decreases market risk and reduces reliance on the federal nuclear production tax credit. The filing cites approximately $18 billion in notional revenue over the 17-year contract from an investment-grade counterparty. The filing states that the existing co-located load arrangement will transition to a front-of-the-meter structure after transmission reconfigurations expected in Spring 2026, concurrent with Susquehanna's refueling outage. Under the new terms, Susquehanna will supply the PJM grid, Talen will act as retail electric generation supplier to Amazon, and PPL Electric Utilities will handle transmission and delivery. Per the investor presentation, the amendment does not require FERC approval, eliminates Amazon's option to cap commitments at 480 MW, terminates the Nautilus lease, and maintains 300 MW of behind-the-meter status in the interim period. Talen also plans to explore new Small Modular Reactors and nuclear uprates in Pennsylvania. The investor presentation (Exhibit 99.2) projects a visible 50% increase in cash flow per share (CFPS) and states that Talen's margin is expected to grow to about 50% under long-term contracts. It shows an illustrative AWS PPA growth impact of $0.70 per share in 2027 and up to $15.70 per share in 2032 relative to merchant generation. Management highlighted upcoming events including the July 22 PJM 2026/2027 Base Residual Auction results and a Q2 earnings call in early August.

Jun 11, 2025 8-K

Regulation FD

Talen Energy 8-K Report, Regulation FD Disclosure (May 19, 2025)

Talen Energy Corporation (TLN) furnished a Regulation FD update on May 19, 2025 regarding the ongoing planned refueling outage on Unit 2 at its Susquehanna Steam Electric Station. The outage began in late March. Following the May 8, 2025 earnings release and investor call, the Company said incremental balance-of-plant maintenance in the extraction steam system would extend the outage into mid-May and add approximately $20 million in costs. The underlying maintenance work is now complete, but realignment and assembly required rework to pass quality testing. The Company is in the final stages, focused on testing, final welds and alignment verifications. The outage timeline has been revised from mid-May to the first week of June. The Company now expects the extension to increase expenses by approximately $35 million. Management anticipates efficiency gains will pay back the additional costs and lost margin in roughly two years. The Company states that its financial guidance for 2025 remains unchanged. CEO Mac McFarland said the slightly longer timeline reflects the importance of improving the performance of this long-lived asset. The information is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

May 19, 2025 8-K

Leadership ChangesShareholder Matters

Talen Energy 8-K Report, Executive Changes (May 12, 2025)

Talen Energy Corporation reported on Form 8-K that its stockholders approved the Talen Energy Corporation 2025 Employee Stock Purchase Plan, as amended and restated (the ESPP), at the 2025 Annual Meeting of Stockholders held on May 7, 2025. The ESPP lets eligible employees buy common stock at a 15% discount through accumulated payroll deductions, with up to 3,500,000 shares authorized for issuance. The ESPP was previously approved by the Board of Directors subject to stockholder approval, and the full plan was filed as Exhibit 10.1 to the Company's Form 10-Q filed May 8, 2025. At the meeting, all seven director nominees were elected to serve until the 2026 Annual Meeting. Stockholders also approved, on an advisory basis, the 2024 compensation of the named executive officers, with 34,207,624 votes for, 3,002,189 against and 201,340 abstaining. Stockholders chose an annual frequency for future advisory votes on executive compensation, with 36,722,621 votes for one year. The Company said it will hold that vote every year until the next stockholder vote on frequency. Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 40,075,604 votes for, 74,750 against and 4,016 abstaining. The filing reports only vote tallies and governance outcomes; it contains no financial results.

May 12, 2025 8-K

Talen Energy 8-K Report, Financial Results (May 8, 2025)

Talen Energy Corporation (NASDAQ: TLN) reported first quarter 2025 GAAP Net Income (Loss) Attributable to Stockholders of $(135) million, compared with $294 million in the first quarter of 2024. Adjusted EBITDA was $200 million, versus $289 million a year earlier, and Adjusted Free Cash Flow was $87 million, versus $194 million. The filing states the decline in GAAP results was primarily due to the absence of the gain on the sale of the AWS Data Campus, unrealized losses in the nuclear facility decommissioning trust, and lower realized hedge gains from higher settled PJM West Hub on-peak prices caused by colder than normal weather. The company said Adjusted EBITDA and Adjusted Free Cash Flow were ahead of internal estimates. Talen affirmed 2025 guidance and narrowed the ranges to Adjusted EBITDA of $975 million to $1,125 million and Adjusted Free Cash Flow of $450 million to $540 million. The 2026 outlook was unchanged. The company extended the Susquehanna Unit 2 refueling outage, which began March 25, 2025, to perform incremental maintenance expected to add roughly $20 million of spend and extend the outage into mid-May. Talen also disclosed that FERC approved the reliability-must-run settlement covering the Brandon Shores and H.A. Wagner units through May 31, 2029. The company expects to receive $145 million annually for Brandon Shores and $35 million for H.A. Wagner beginning June 1, 2025, plus some performance incentives. On the balance sheet, the filing reports total liquidity of approximately $970 million as of May 2, 2025, including $270 million of unrestricted cash and $700 million of revolver capacity, and a projected net leverage of about 2.6x based on the 2025 Adjusted EBITDA midpoint. Talen repurchased 452,130 shares for $83 million in the first quarter and has $995 million remaining under its repurchase program through year-end 2026. As of March 31, 2025, the company had hedged approximately 95% of expected 2025 generation, 60% for 2026, and 30% for 2027, including the impact of the Nuclear PTC.

May 8, 2025 8-K

Talen Energy 8-K Report, Financial Results (Feb 27, 2025)

Talen Energy Corporation (NASDAQ: TLN) reported full year 2024 results on February 27, 2025, furnished as Exhibit 99.1 to this Form 8-K. GAAP Net Income Attributable to Stockholders was $998 million, Adjusted EBITDA was $770 million and Adjusted Free Cash Flow was $283 million, with both non-GAAP measures exceeding the 2024 guidance midpoints of $765 million and $275 million. The company reaffirmed its 2025 guidance of $925–$1,175 million Adjusted EBITDA and $395–$595 million Adjusted Free Cash Flow, and left its 2026 outlook unchanged. The company states that 2024 results are not comparable to 2023 due to fresh start accounting and the plan of reorganization. Key operational and strategic developments include a reliability-must-run (RMR) settlement with PJM for the Brandon Shores and H.A. Wagner facilities, which runs through May 31, 2029, subject to FERC approval. Talen expects to receive $145 million annually for Brandon Shores and $35 million for H.A. Wagner beginning June 1, 2025, plus some performance incentives. The company repurchased approximately 22% of its outstanding shares since the start of 2024 for $1.95 billion, with $1.1 billion of remaining capacity through year-end 2026. Liquidity was approximately $1.2 billion as of February 21, 2025, and the net leverage ratio was approximately 3.3x against a target below 3.5x. The filing also notes that the company sold its ERCOT assets in May 2024 and its data center campus, with the Q1 2025 sale description referencing AWS, and that approximately 89% of expected 2025 generation volumes and 33% of 2026 volumes were hedged as of December 31, 2024, including the Nuclear PTC impact.

Feb 27, 2025 8-K

Material AgreementsExhibits & Filings

Talen Energy 8-K Report, Regulation FD Disclosure (Jan 27, 2025)

Talen Energy Corporation (NASDAQ: TLN) furnished an 8-K on January 27, 2025 announcing a settlement reached with PJM Interconnection, L.L.C. and a broad coalition including the Maryland Public Service Commission, Maryland customers, electric utilities, and Sierra Club. The settlement sets the terms under which Talen will operate its Brandon Shores and H.A. Wagner power plants under a "reliability-must-run" (RMR) agreement until May 31, 2029, beyond their scheduled May 31, 2025 retirement dates. The settlement remains subject to approval by the Federal Energy Regulatory Commission, and the filing notes it may be contested by the PJM Independent Market Monitor. Under the settlement, Talen would receive fixed payments of $312/MW-day ($145 million annually) for Brandon Shores and $137/MW-day ($35 million annually) for H.A. Wagner. These figures include performance incentives of $5 million and $2.5 million, respectively. Talen would also be separately reimbursed for fuel costs and variable operations and maintenance expenses. The plants would not be treated as capacity resources, would carry no separate capacity obligations, and would not be subject to capacity performance penalties, though PJM will include them in the capacity market supply stack, with offer prices depending on a pending PJM Section 205 proceeding. The agreement is intended to maintain grid and transmission reliability in and around Baltimore until necessary transmission upgrades are complete. The information under Item 7.01 and Exhibit 99.1 is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Jan 27, 2025 8-K

Talen Energy 8-K Report, Material Agreement (Jan 14, 2025)

Talen Energy Supply, LLC, a direct subsidiary of Talen Energy Corporation (TLN), reported on January 13, 2025 that it received the requisite consents in its solicitation of consents for its $1,200,000,000 aggregate principal amount of 8.625% Senior Secured Notes due 2030. The Consent Solicitation expired at 5:00 p.m. New York City time on January 13, 2025, and the consents were sufficient to effect the Proposed Amendments to the Indenture dated May 12, 2023. The Proposed Amendments modify certain covenants and related definitions in the Indenture so they substantially conform to corresponding provisions in amendments to the Issuer's credit agreement, which were described in Company Current Reports on Form 8-K filed December 13, 2024 and December 20, 2024. The amendments also waive the Issuer's right to optionally redeem up to 10.0% of the Notes prior to June 1, 2025 at a price equal to 103.000% of the principal amount redeemed. The Issuer, the guarantors and the trustee executed a Fourth Supplemental Indenture on January 13, 2025, which became effective upon execution. The Proposed Amendments become operative once the consent fee is paid to holders who validly consented, which the Issuer paid on January 14, 2025. For investors, the filing is a debt-administration event: it changes covenant terms and the near-term call provision on the secured notes, aligning the notes' terms with the credit agreement. The filing does not state the amount of the consent fee or the financial effect of the changes.

Jan 14, 2025 8-K

Material AgreementsFinancial EventsRegulation FD+1

Talen Energy 8-K Report, Corporate Update (Jan 6, 2025)

Talen Energy Supply, LLC, a direct subsidiary of Talen Energy Corporation, filed this Current Report on January 6, 2025 to disclose that it has commenced a consent solicitation from holders of its $1,200,000,000 aggregate principal amount of 8.625% Senior Secured Notes due 2030. The solicitation seeks to adopt proposed amendments to the indenture dated May 12, 2023 (with Wilmington Savings Fund Society, FSB, as trustee) that would modify certain covenants and related definitions so they substantially conform to corresponding provisions in amendments to the issuer's credit agreement, as previously described in Company Current Reports on Form 8-K filed December 13, 2024 and December 20, 2024. The amendments would also waive the issuer's right to optionally redeem up to 10.0% of the Notes before June 1, 2025 at a price of 103.000% of principal. Holders of record as of 5:00 p.m. (New York City time) on January 3, 2025 who validly deliver consents before the expiration time are eligible to receive a cash payment of $6.25 per $1,000 principal amount of Notes, provided the supplemental indenture is executed and other conditions are satisfied or waived. The solicitation expires at 5:00 p.m. (New York City time) on January 13, 2025 unless extended, and consents may be revoked until the earlier of execution of the supplemental indenture and the expiration time. Execution requires consents representing at least a majority of the aggregate principal amount of the Notes, excluding Notes held by the company or its affiliates. The company may terminate, extend, or amend the solicitation, and RBC Capital Markets, LLC is lead solicitation agent, with Citigroup Global Markets as solicitation agent. The press release states that it is not a solicitation of consents and makes no recommendation as to whether holders should consent. Holders are referred to the separately dated Consent Solicitation Statement for full terms.

Jan 6, 2025 8-K

Talen Energy 8-K Report, Material Agreement (Dec 20, 2024)

On December 20, 2024, Talen Energy Supply, LLC, a direct subsidiary of Talen Energy Corporation, amended its credit agreement. The amendment adds a $900 million senior secured stand-alone letter of credit facility maturing December 20, 2026, extends the Revolving Credit Facility maturity from May 17, 2028 to December 20, 2029, and reprices the existing Initial Term B Loans. Concurrently, the Borrower repaid the Term C Loans and terminated the associated letter of credit commitments, and terminated the $75 million Barclays letter of credit facility dated May 17, 2023. Both the Revolving Credit Facility and the Initial Term B Loans carry leverage-based pricing step-downs tied to the Consolidated First Lien Net Leverage Ratio. The amendment also loosens several terms. Capacity for restricted payments and investments was increased, the asset sale mandatory prepayment sweep now includes two first lien net leverage step-downs, and the springing financial covenant threshold for the Revolving Credit Facility and Stand-Alone Letter of Credit Facility was raised to 50% of the Total Revolving Commitment, excluding outstanding revolving letters of credit. Cross defaults were limited to cross acceleration. Otherwise, the agreement contains substantially the same representations, covenants, and events of default as before. According to the accompanying press release (Exhibit 99.1), the transactions are expected to produce annual savings of approximately $28 million in interest, fees, and other expenses, excluding additional interest from an $850 million incremental Term B loan issued recently. The company's CFO characterized the refinancing as another step to incrementally improve the capital structure.

Dec 20, 2024 8-K

Material AgreementsFinancial EventsRegulation FD+2

Talen Energy 8-K Report, Material Agreement (Dec 13, 2024)

Talen Energy Corporation (NASDAQ: TLN) announced on December 13, 2024 that it closed an incremental $850 million senior secured Term Loan B financing and used the proceeds, together with $150 million of cash on hand, to repurchase $1.0 billion of its common stock from affiliates of Rubric Capital Management LP. The Incremental Term B Loans were issued by subsidiary Talen Energy Supply, LLC under Amendment No. 3 to its credit agreement, bear interest at a floating rate tied to Term SOFR or the prime/federal funds-based alternatives, and mature on December 13, 2031. The loans carry the same terms as the borrower's existing Term Loan B due 2030. The repurchase was priced at a 4% discount to the 15-day volume-weighted-average price before closing, resulting in 4,893,507 shares repurchased at $204.35 per share. After the transaction, 45,961,910 shares of common stock remain outstanding. The Company states that the $850 million portion is incremental to its existing share repurchase program, while the additional $150 million of cash on hand used capacity under that program, leaving approximately $1.08 billion of remaining capacity through 2026. Management stated in the accompanying press release that the company has repurchased more than 20% of its outstanding common stock in the past year and nearly 75% of its market capitalization since emerging from bankruptcy in May 2023. The press release notes that Rubric remains a substantial owner of Talen stock after the transaction.

Dec 13, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

Talen Energy 8-K Report, Regulation FD Disclosure (Dec 10, 2024)

On December 10, 2024, Talen Energy Corporation furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) announcing that it has upsized its previously announced incremental Term Loan B credit facility from $600 million to $850 million. The company stated it will use the additional $250 million in proceeds to repurchase additional shares of its common stock from affiliates of Rubric Capital Management LP. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Securities Exchange Act of 1934. The accompanying press release (Exhibit 99.1) states that the company previously executed an agreement to repurchase at least $600 million in aggregate purchase price of its outstanding common stock from Rubric. The additional Upsize proceeds will be used to buy more shares from Rubric on the same terms as the initial sizing, so the repurchase program is expanded in tandem with the larger debt financing. The release describes Talen as an independent power producer owning and operating approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet, with generation principally located in the Mid-Atlantic and Montana. The company also highlights its positioning to serve data center demand driven by artificial intelligence. The filing itself does not state the pricing, maturity, or interest terms of the Term Loan B.

Dec 10, 2024 8-K

Talen Energy 8-K Report, Material Agreement (Dec 5, 2024)

Talen Energy Corporation (NASDAQ: TLN) executed an agreement on December 4, 2024 to repurchase at least $600 million, up to a $1.0 billion maximum, of its common stock from affiliates of Rubric Capital Management LP. Immediately before the agreement, Rubric held approximately 22.3% of the company's outstanding common stock. The repurchase is priced at a 4% discount to the 15-day volume-weighted average price before closing and is conditioned on completion of the financing. The repurchase is funded by a $600 million incremental Term Loan B financing, which would increase the Term Loan B balance from $859 million to approximately $1.459 billion, together with cash on hand. The company also expects to replace its existing Term Loan C facility with a new letter of credit facility. Subject to market demand, Talen may increase the financing and buy additional shares from Rubric on the same terms, or use the proceeds for general corporate purposes. Both transactions are expected to close before December 31, 2024. The repurchase is incremental to the existing share repurchase program, which will have approximately $1.2 billion of remaining capacity available through 2026 after the repurchase closes. The company states there can be no assurance that the financing or repurchase will occur. The full repurchase agreement will be filed as an exhibit to the Form 10-K for the fiscal year ended December 31, 2024.

Dec 5, 2024 8-K

Talen Energy 8-K Report, Financial Results (Nov 14, 2024)

Talen Energy Corporation (NASDAQ: TLN) reported third quarter 2024 results on November 14, 2024, with GAAP Net Income Attributable to Stockholders of $168 million for the quarter and $916 million year-to-date. Adjusted EBITDA was $230 million for the third quarter and $606 million year-to-date, and Adjusted Free Cash Flow was $97 million for the quarter and $262 million year-to-date. The company raised and narrowed its 2024 guidance to Adjusted EBITDA of $750 to $780 million and Adjusted Free Cash Flow of $265 to $285 million, and reaffirmed 2025 guidance of Adjusted EBITDA of $925 to $1,175 million and Adjusted Free Cash Flow of $395 to $595 million. The year-to-date net income figure reflects a $885 million gain on asset sales, which the filing attributes to the Cumulus Data Campus and ERCOT sales. The filing highlights capital returns and balance sheet strength. Talen has repurchased approximately 14% of its outstanding shares since the start of 2024 for a total of $952 million, with $1.2 billion of remaining repurchase capacity through year-end 2026. As of November 8, 2024, total available liquidity was approximately $1.3 billion, and the company's current net leverage ratio is approximately 2.1x against a target below 3.5x net debt-to-Adjusted EBITDA. The company became the 100% owner of the Nautilus JV by acquiring TeraWulf's remaining equity interest, and the release notes that the FERC decision on the Susquehanna ISA was disappointing to management, which is moving forward with AWS on commercial solutions. The release also covers index inclusion and hedging. Talen was added to several equity indices in the third quarter, leading passive funds to acquire more than six million shares, and MSCI will add it to the MSCI USA Small Cap Index effective after market close on November 25, 2024. As of September 30, 2024, the company had hedged approximately 100% of expected generation for the balance of 2024, 64% for 2025 and 18% for 2026. Fleet EFOF was 3.1% for the quarter and OSHA TRIR was 0.4.

Nov 14, 2024 8-K

Talen Energy 8-K Report, Regulation FD Disclosure (Nov 4, 2024)

Talen Energy Corporation (NASDAQ: TLN) furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) reporting a statement it issued on November 3, 2024 in response to a Federal Energy Regulatory Commission (FERC) order rejecting the amended Susquehanna Interconnection Service Agreement (ISA). The amendment, among PJM Interconnection, PPL Electric Utilities and Talen, would have increased co-located load capacity at the Susquehanna nuclear facility from 300 megawatts to 480 megawatts. The information is furnished, not filed, under Section 18 of the Securities Exchange Act of 1934. Talen said it believes FERC erred, is evaluating its options with a focus on commercial solutions, and considers the ISA amendment just and reasonable. The company stated that the existing ISA allows 300 megawatts of co-located load, and that development of the first phases of the Amazon Web Services (AWS) data center campus can proceed using those 300 megawatts while Talen continues to pursue approval of the amended ISA. Talen also argued that its co-location arrangement with AWS addresses issues raised at the November 1 FERC technical conference, and that it is exploring other solutions for large-load demand, including hybrid and front-of-the-meter configurations. The statement describes Talen as owning and operating approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power, with a fleet principally located in the Mid-Atlantic and Montana. The filing does not quantify the financial impact of the FERC order.

Nov 4, 2024 8-K

Talen Energy 8-K Report, Regulation FD Disclosure (Sep 5, 2024)

Talen Energy Corporation filed a Form 8-K on September 5, 2024, furnishing two exhibits under Item 7.01 (Regulation FD Disclosure): a press release announcing an increase in its share repurchase program and an investor day presentation. The board approved upsizing the repurchase program to increase remaining capacity to $1.25 billion for incremental common stock repurchases through the fourth quarter of 2026. To date, Talen has repurchased approximately 14% of its shares outstanding for a total of $931 million under the prior $1 billion program through December 31, 2025. The company intends to fund repurchases with cash on hand and cash generated by operations. The investor day presentation outlines 2024 guidance and 2025 and 2026 outlook ranges. Adjusted EBITDA is guided at $720 million to $780 million for 2024, $925 million to $1.175 billion for 2025, and $1.13 billion to $1.53 billion for 2026. Adjusted Free Cash Flow is projected at $245 million to $285 million for 2024, $395 million to $595 million for 2025, and $535 million to $895 million for 2026. Management states it is targeting the return of approximately 70% of Adjusted Free Cash Flow to shareholders going forward, and cites $692 million of unrestricted cash as of August 30, 2024, and net debt of $1.5 billion. The presentation also highlights long-term power agreements with Amazon Web Services (AWS) for up to 960 MW of direct-connect, carbon-free power from the Susquehanna nuclear facility, with a 10-year fixed price term repriced at market. It notes that a FERC review of the amended interconnection service agreement is expected to be completed by November 4, and that the company is evaluating multiple options across its fleet for future data center power arrangements.

Sep 5, 2024 8-K

Talen Energy 8-K Report, Regulation FD Disclosure (Aug 26, 2024)

Talen Energy Corporation (NASDAQ: TLN) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce that it has received all funds previously held in escrow from the sale of the Cumulus data center campus. According to the filing, development planning milestones in the previously announced agreement with Amazon Web Services (AWS) for the purchase of the Cumulus data center campus were met, and the $300 million escrowed portion of the purchase price was released and paid to Talen on Friday, August 23, 2024. The milestones allow development of the AWS campus to 960 MW of power consumption. The filing states that Cumulus Digital, a Talen subsidiary, has now received all escrowed funds under the transaction. Cumulus Digital's General Manager, Cole Muller, said the company continues to make progress on its collaboration with AWS and looks forward to executing on power sales under the power purchase agreement (PPA). The press release describes Talen as an independent power producer that owns and operates approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet. The information is furnished rather than filed, so it is not subject to the liabilities of Section 18 of the Securities Exchange Act of 1934. The release also contains forward-looking statements subject to substantial risks and uncertainties.

Aug 26, 2024 8-K

Talen Energy 8-K Report, Financial Results (Aug 13, 2024)

Talen Energy Corporation (NASDAQ: TLN) reported second quarter 2024 results on August 13, 2024 and raised its 2024 guidance. For the first half of 2024, the company reported Adjusted EBITDA of $376 million and Adjusted Free Cash Flow of $165 million, and for the second quarter alone Adjusted EBITDA was $87 million and Adjusted Free Cash Flow was $(29) million. The new 2024 guidance ranges are Adjusted EBITDA of $720 to $780 million and Adjusted Free Cash Flow of $245 to $285 million. Management attributed the second-quarter Adjusted EBITDA to strong generation margins during unseasonably high temperatures in PJM, and the negative Adjusted Free Cash Flow to shoulder season outages and semi-annual debt service payments. The company cleared 6,820 MW in the PJM 2025/2026 Base Residual Auction at $269.92 per megawatt-day, equating to approximately $670 million in capacity revenues. Talen also completed a $612 million tender offer in June at $116.00 per share and repurchased $280 million of stock from affiliates of Rubric Capital Management LP in July at the same price. To date, the company has repurchased approximately 14% of its shares outstanding for $931 million, with $107 million of repurchase capacity remaining. Its common stock began trading on the NASDAQ Global Select Market on July 10, 2024. As of August 9, 2024, Talen reported approximately $1.1 billion of total available liquidity and an approximate net leverage ratio of 2.4x, below its stated target of 3.5x net debt-to-Adjusted EBITDA. As of June 28, 2024, the company had hedged approximately 100% of expected generation for the balance of 2024, approximately 67% for 2025 and approximately 34% for 2026. The company also announced an Investor Day for September 5, 2024, where it plans to discuss 2025 guidance, 2026 outlook, a capital allocation update and long-term growth drivers.

Aug 13, 2024 8-K

Talen Energy 8-K Report, Regulation FD Disclosure (Aug 5, 2024)

Talen Energy Corporation (NASDAQ: TLN) furnished a press release dated August 2, 2024, under Item 7.01 (Regulation FD Disclosure). The release responds to two Federal Energy Regulatory Commission (FERC) actions: a deficiency letter from FERC Staff seeking more information about the Susquehanna Interconnection Service Agreement (ISA), and a separate Order opening a new Commissioner-led technical conference on generic issues related to co-locating large loads. The ISA amendment at issue facilitates the sale of power from Talen's Susquehanna nuclear plant to a co-located data center. Talen says it will work closely with PJM and PPL to respond quickly, and it is optimistic that, once FERC has the information it needs, the Commission will affirm PJM's determination that the ISA amendments will not negatively impact system-wide reliability. On the broader policy question, Talen states that it intends to fully participate in the technical conference, which FERC plans to hold in Fall 2024. The company argues that the issues need to be decided quickly because delay will chill investment and growth. It describes its co-location arrangement with AWS as part of the load solution, providing service to a new customer load quickly. Talen also contends that co-location arrangements typically include long-term power sale agreements that help keep the existing generation fleet available for reliability, and that co-location can catalyze newbuild generation projects funded partly through power purchase agreement economics. The release describes Talen as owning and operating approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet, with generation principally located in the Mid-Atlantic and Montana. The filing itself reports no financial results, and the information is furnished rather than filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Aug 5, 2024 8-K

Leadership ChangesAcquisitions & DispositionsFinancial Events+5

Talen Energy 8-K Report, Regulation FD Disclosure (Jul 31, 2024)

Talen Energy Corporation (NASDAQ: TLN) furnished a Regulation FD press release dated July 30, 2024, reporting its results in the PJM Base Residual Auction for the 2025/2026 planning year. The company cleared a total of 6,820 megawatts at a clearing price of $269.92 per megawatt-day across the MAAC, PPL and PSEG Locational Deliverability Areas. The filing states this equates to approximately $670 million in capacity revenues for the planning year, which runs from June 1, 2025 through May 31, 2026. The 8-K describes the company as an independent power producer that owns and operates approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet. Its generation fleet is principally located in the Mid-Atlantic and Montana, and it sells electricity, capacity and ancillary services into wholesale U.S. power markets. The release also highlights growing demand from data centers serving artificial intelligence for reliable, clean power. The information is furnished under Item 7.01 and is not deemed "filed" under Section 18 of the Securities Exchange Act of 1934. The filing contains no financial statements, and its only exhibit is the press release (Exhibit 99.1) and the cover page interactive data file (Exhibit 104).

Jul 31, 2024 8-K

Talen Energy 8-K Report, Acquisition Completed (Dec 6, 2016)

On December 6, 2016, Talen Energy Corporation completed its merger with Merger Sub, a subsidiary of Parent entities affiliated with Riverstone Holdings LLC, under the Agreement and Plan of Merger dated June 2, 2016. At 8:02 a.m. that day, each share of common stock (par value $0.001) other than Excluded Shares held by the Sponsor Entities was cancelled and converted into the right to receive $14.00 in cash. As a result, the company is now privately owned by Raven Power Holdings LLC, Sapphire Power Holdings LLC and C/R Energy Jade, LLC, affiliates of Riverstone, and is a wholly owned subsidiary of the Sponsor Entities. The total funds used to complete the merger and related transactions and pay fees and expenses were approximately $1.3 billion, funded by cash from the company and/or its subsidiaries and debt financing proceeds. In connection with the closing, Talen Energy Supply, LLC entered into a $600 million senior secured term loan B credit agreement with Goldman Sachs Bank USA as administrative agent. The term loans mature seven years from the closing date, amortize at 0.25% of original principal quarterly, and bear interest at a margin of 4.00% for base rate loans or 5.00% for LIBOR loans, with a 1.00% LIBOR floor. The facility is senior secured and pari passu with the existing Talen Energy Supply revolving credit facility, carries no financial maintenance covenants, and includes a customary excess cash flow sweep starting at 50% for fiscal 2017 and stepping down to 25% and 0% based on senior secured leverage ratios. The NYSE suspended trading of the common stock at the open of business on December 6, 2016, and the company requested delisting and deregistration; it intends to file a Form 15 to terminate SEC reporting obligations. Ralph Alexander was named President and Chief Executive Officer, and Alejandro Hernandez was elected Executive Vice President and Chief Financial Officer. Several directors and executive officers departed at the effective time, and the amended and restated certificate of incorporation and bylaws took effect.

Dec 6, 2016 8-K

Talen Energy 8-K Report, Corporate Update (Dec 1, 2016)

Talen Energy Corporation filed a Form 8-K dated November 30, 2016 to report that the U.S. Nuclear Regulatory Commission approved the request from its indirect, wholly owned subsidiary, Susquehanna Nuclear, LLC, for an indirect transfer of control of the operating licenses for both units at the Susquehanna nuclear power plant. The approval is in connection with the merger agreement between the Company and affiliates of Riverstone Holdings LLC ("Riverstone"). The accompanying press release describes the NRC decision as the final regulatory approval necessary to enable affiliates of Riverstone to acquire Talen Energy Corporation, and states the transaction is expected to close within the next 10 business days, subject to customary closing conditions. Separately, the Company disclosed that Riverstone has informed it that Ralph Alexander, currently a director of the Company and a partner of Riverstone, is expected to be named Chief Executive Officer following completion of the merger. The filing identifies the merger agreement as having been announced on June 3, 2016. For investors, the key takeaways are that the principal remaining regulatory hurdle for the Riverstone acquisition has been cleared and closing is expected imminently, and that leadership changes are anticipated post-closing. The press release's forward-looking statements caution that the merger may not be completed, that a termination fee may be payable in certain circumstances, and that the Company's business and stock price could be negatively affected if the merger does not close.

Dec 1, 2016 8-K

Talen Energy 8-K Report, Financial Results (Nov 10, 2016)

Talen Energy Corporation (NYSE: TLN) reported third-quarter 2016 results on November 10, 2016, per Exhibit 99.1 furnished with this Form 8-K. Net income was $88 million for the three months ended September 30, 2016, compared with a net loss of $401 million a year earlier, and Adjusted EBITDA was $247 million versus $357 million. For the nine months, net income was $236 million (versus a $279 million net loss) and Adjusted EBITDA was $614 million (versus $765 million). The company narrowed 2016 Adjusted EBITDA guidance to $705–$805 million from $655–$855 million, and raised and narrowed Adjusted Free Cash Flow guidance to $500–$600 million from $260–$460 million, citing lower expected tax payments, updated working capital assumptions and lower capital expenditures. The filing's main transaction update concerns the proposed merger with affiliates of Riverstone Holdings LLC. Talen stockholders approved the merger on October 6, 2016, and FERC and the New York Public Service Commission have approved it; the parties also received early termination under the Hart-Scott-Rodino Act. The transaction is expected to close by year-end 2016, subject to Nuclear Regulatory Commission approval and other customary conditions. A subsidiary, Talen Energy Supply LLC, priced a $600 million term loan B to fund merger-related fees and expenses, working capital and general corporate purposes. Financially, cash and cash equivalents rose to $1,358 million at September 30, 2016 from $141 million at December 31, 2015, reflecting $1,219 million of net investing cash inflow that includes the proceeds from sold generation facilities ($1,525 million). Operating highlights include natural gas co-firing at Brunner Island Unit 3 now in commercial operation, Unit 2 expected by year-end 2016, and Unit 1 deferred to spring 2017. The Montour co-firing project is under re-evaluation with no current timetable, and its estimated $70 million capital cost is excluded from forecasted capital expenditures.

Nov 10, 2016 8-K