Tennessee Valley Authority

ITEM 1A. RISK FACTORS

There are no material changes related to risk factors from the risk factors disclosed in Part I, Item 1A, Risk Factors in the Annual Report, except as described below.

The recent loss of a quorum of the TVA Board of Directors could limit TVA's ability to adapt to changing business conditions.

Under the TVA Act, a quorum of the TVA Board of Directors ("TVA Board") is five members. On April 1, 2025, the TVA Board lost a quorum, and it currently has three members. Without a quorum, the TVA Board may not have authority to direct TVA into new areas of activity, to embark on new programs, or to change TVA's existing direction. As such, the loss of a quorum for an extended period of time may have a negative impact on TVA's ability to change the rates TVA charges for power, change long-term objectives, plans, and policies, and respond to significant changes in technology, the regulatory environment, or the industry overall and, in turn, negatively affect TVA's cash flows, results of operations, financial condition, and reputation. TVA believes that the actions taken by the TVA Board since April 1, 2025, are authorized under its bylaws or otherwise. Becoming a member of the TVA Board requires confirmation by the U.S. Senate following appointment by the President. This process has been and could again in the future be subject to extended delays. TVA cannot predict when the TVA Board will again have a quorum or whether any challenges will arise associated with its operations in the interim and any consequences as a result. See Part I, Item 1A, Risk Factors —Human Capital and Management Risks— Loss of a quorum of the TVA Board could limit TVA's ability to adapt to changing business conditions in the Annual Report.