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

Reports
Exhibits & Filings
Filing Date
Filed February 9, 2026
Period End
November 25, 2025
Security
TLN
In the record · 2016–202610-K310-Q118-K69

TLN filed 3 annual reports (10-K), 11 quarterly reports (10-Q) and 69 current reports (8-K) between 2016 and 2026.

  1. Change in control8-K · Dec ’16Dec ’16
  2. Material agreement8-K · Jan ’25Jan ’25

01—Abstract

Summary

Summary of the 8-K/A filed February 9, 2026. Cited figures are marked; the original filing is the authoritative source.

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 billiona, 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 millionb, 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 $4.42c 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.

02—Key points

Key Highlights

  1. Closed the acquisitions of the Freedom Generating Station (1,045 MW) and Guernsey Power Station (1,836 MW) on November 25, 2025, for an aggregate purchase price of $3.8 billion.
  2. Filing adds audited 2024 and unaudited nine-month 2025 financial statements for Moxie Freedom LLC and Guernsey Power Holdings, LLC, along with pro forma combined financial information.
  3. Financing included $1.4 billion of unsecured notes due 2034 and $1.3 billion of unsecured notes due 2036 issued in October 2025, plus a $1.2 billion TLB-3 term loan drawn at closing.
  4. Pro forma long-term debt as of September 30, 2025 is $6,797 million, compared with historical long-term debt of $2,969 million.
  5. Pro forma net income attributable to stockholders is $215 million for the nine months ended September 30, 2025, versus historical $144 million; for 2024 it is $902 million, versus historical $998 million.
  6. Preliminary purchase price allocation recognizes $4,450 million of property, plant and equipment and $667 million of acquired fuel supply contract liabilities, and the allocation remains subject to change.
  7. Revolving credit facility increased from $700 million to $900 million and letter of credit facility upsized to $1.1 billion, both effective at closing.

03—Questions

Frequently Asked Questions

  1. What assets did Talen Energy acquire?

    Talen, through Talen Generation, LLC, acquired all membership interests in Moxie Freedom LLC, which owns the Freedom Energy Center (1,045 MW summer rating, natural gas combined cycle) in Luzerne County, Pennsylvania, and Guernsey Power Holdings, LLC, which owns Guernsey Power Station LLC (1,836 MW summer rating, natural gas combined cycle) in Guernsey County, Ohio.

  2. How was the acquisition financed?

    Financing included $1.4 billion of unsecured notes due 2034 and $1.3 billion of unsecured notes due 2036, issued in October 2025 at par, together with a $1.2 billion senior secured term loan B (TLB-3) drawn in full at closing. The filing describes approximately $3.8 billion of aggregate new indebtedness, net of fees.

  3. How would the acquisitions have affected Talen's results?

    On a pro forma basis, net income attributable to stockholders would have been $215 million for the nine months ended September 30, 2025, compared with $144 million historically, and $902 million for 2024, compared with $998 million historically. Pro forma diluted EPS would have been $4.42 for the nine months and $15.97 for 2024. The pro forma information excludes expected cost savings or synergies and reflects higher interest expense from the new financing.

  4. Are the purchase accounting figures final?

    No. The filing states that Talen's purchase price allocation is preliminary and based on current valuation studies. Adjustments may be made for up to one year from the November 25, 2025 closing date, and the final allocation could differ materially from the estimates shown.

04—Continue

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