Tennessee Valley Authority

Insider Trading Arrangements and Policies

During the three months ended June 30, 2025, no director or officer of TVA notified TVA of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Compensation Actions

On July 23, 2025, the TVA Board took several actions related to compensation. The TVA Board (1) established 2026 performance measures and goals for the Enterprise Scorecard for the Winning Performance Team Incentive Plan (“WPTIP”) and Executive Annual Incentive Plan (“EAIP”) and (2) established performance measures and goals for the 2026 – 2028 performance cycle under the Long-Term Incentive Plan (“LTIP”). Each of these items is discussed in more detail below.

2026 Enterprise Scorecard for WPTIP and EAIP

The Board established the following performance measures and goals for the Enterprise Scorecard for both the WPTIP and the EAIP for 2026:

Notes

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

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

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

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

(5) The Nuclear Performance Indicator is the Annualized Online Reliability Loss Factor, which is the 12-month ratio of all generation losses minus refueling outage ("RFO") and exempt losses to reference energy generation minus RFO and exempt losses in a normal fuel cycle period, per standard industry guidelines. This measure monitors performance between refueling outages to obtain high unit and energy production reliability.

Notes

(1) Load Not Served ("LNS") is a measure of the magnitude and duration of transmission system outages that affect TVA customers expressed in system minutes. TVA manages this critical indicator to reduce the impact of customer outages. An automatic customer interruption with a duration of one minute or greater is tracked as an LNS event. LNS events caused by TVA on a distributor system will also count as a TVA event even if the TVA system remains energized. LNS excludes interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, and foreign object/vehicle (DUI, DWI, hit and run, or suicide).

(2)Outages per Hundred Miles per Year ("OHMY") is the number of automatic interruptions (sustained and momentary) to lines greater than or equal to 100-kV per 100 miles of transmission line per year. OHMY excludes interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, foreign object/vehicle (DUI, DWI, hit and run, or suicide), and nested interruptions.

(3) Connection Point Interruption Frequency ("CPIF") measures reliability from the customer's perspective. CPIF tracks interruptions of power, including momentary interruptions, at connection points caused by the transmission system. CPIF includes automatic and emergency forced outages and excludes prearranged (scheduled or planned) and operational outages as well as interruptions due to declared major events, variances, verified tornadoes, gunfire, vandalism, ice formation, and foreign object/vehicle (DUI, DWI, hit and run, or suicide).

Notes

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

(2)Hydro EFOR reflects the percentage of time over a given period that a generating unit is in forced outage. This measure includes startup failures and is based on GADS event reporting guidelines for megawatt hour losses. Hydro EFOR excludes GADS events classified as outside management control and variances.

(3) Coal EFOR reflects the percentage of time over a given period that a generating unit is in forced outage. This measure includes startup failures and is based on GADS event reporting guidelines for megawatt hour losses. Coal EFOR excludes GADS events classified as outside management control and variances.

(4) Combustion Turbine ("CT") Economic Starting Reliability reflects the percentage of successful attempts to start up a unit for generation, performance testing, or black start over a given period that a generating unit was available for TVA-operated CT assets. Total unit performance tests demonstrate that a unit will start and perform as intended. Black start tests demonstrate that a unit will start without relying on external power and perform as intended. CT Economic Starting Reliability excludes GADS events classified as outside management control and variances.

LTIP Performance Measures and Goals for the 2026 - 2028 Performance Cycle

The Board approved LTIP performance measures and goals for the 2026 - 2028 performance cycle. These performance measures, along with their associated weights and goals, are as follows:

Notes

(1) Total Spend represents total Non-Fuel O&M, Capital, Non-Fuel Inventory, and Cloud Implementation expenses for corporate and operational SBU organizations (excluding the Board of Directors). This measure will support the overall TVA goal of maintaining costs and managing rates based on spending levels approved by TVA management and the Board.

(2)Carbon-Free Performance Indicator measures renewable MW added to the TVA system, energy program savings GWh and capacity MW provided by energy programs, and the ability to meet TVA's operational needs through demand response event performance. This measure supports the evolution of TVA's reliable and clean energy supply into the energy system of the future as well as helps manage the impact of TVA's identified enterprise risk related to planning and execution of the power system.

(3) The Powerful Partnerships Survey is conducted among customers, elected officials, business/economic development leaders, and the general public in the TVA service area to assess the strength of various stakeholder relationships with TVA. This measure supports the effective management of TVA's reputation and ability to achieve desired outcomes and deliver on strategic priorities with stakeholders.

Notes

(1) Renewable and Storage MW Added tracks the number of renewable and storage MW that come on-line in accordance with delivered PPAs, partner flexibility, and TVA-builds.

(2)Demand Response Event Performance Percentage calculates the performance of demand response programs by determining a 12-month rolling average of the portfolio's actual demand reduction to the expected demand reduction and contractual requirements percentage for demand response events.

(3) Energy Program MW tracks the amount of MW to be reduced from the system from active demand response program contracts, demand response participant load reductions since the last power supply plan submission, and energy efficiency projects and their cumulative peak demand reductions.

(4) Energy Program GWh tracks the amount of GWh reduced from the system from TVA-influenced energy efficiency projects and the energy reductions achieved during demand response events.

(5) Traditional Carbon-Free MW Added represents the incremental MW added through planned carbon-free generation asset additions and upgrades or uprates for existing carbon-free generation assets in the TVA fleet.

Compensation Adjustments

Chief Financial Officer ("CFO")

On July 24, 2025, Chief Executive Officer ("CEO") Don Moul notified Tom Rice that his title would be changing to Executive Vice President and CFO effective July 28, 2025, and that he would be entitled to the following compensation in connection with this change:

•Mr. Rice’s annual salary will be $705,000.

•Mr. Rice’s target annual incentive opportunity under the EAIP will remain unchanged at 75 percent of his annual salary.

•Mr. Rice will continue to be a participant in TVA’s LTIP.

–Under the long-term performance (“LTP”) component of the LTIP, Mr. Rice will receive a LTP grant of $1,302,000 for the three-year performance cycle ending on September 30, 2026, and a LTP grant of $1,302,000 for the three-year performance cycle ending on September 30, 2027. These grants will replace the grants that were previously awarded to Mr. Rice for these performance cycles. Mr. Rice’s LTP grant for the three-year performance cycle ending on September 30, 2025, will remain unchanged.

–Under the long-term retention (“LTR”) component of the LTIP, Mr. Rice will receive an LTR grant in the amount of $393,666 for the three-year period ending on September 30, 2026, and an LTR grant in the amount of $558,000 for the three-year period ending on September 30, 2027. These grants will replace the grants that were previously awarded to Mr. Rice for these periods. Mr. Rice’s LTR grant for the three-year period ending on September 30, 2025, will remain unchanged.

CEO

On July 25, 2025, the TVA Board approved the following as a supplement to the terms of Don Moul’s March 25, 2025, appointment to serve as TVA’s President and CEO, as necessary to reflect the Board’s intent at the time it made the initial appointment decision on March 25, 2025. Mr. Moul will receive some severance benefits, without regard to meeting the Retirement requirements as defined in TVA's LTIP, so long as he experiences a Separation from Service due to (1) a termination of service by TVA, other than due to Gross Misconduct or as a result of death or disability, or (2) a resignation due to Good Reason; unless otherwise noted, all capitalized terms used in this paragraph shall have the meaning given to those terms in TVA’s Executive Severance Plan, as last amended on April 3, 2025.