Tennessee Valley Authority

Certain executives, including the NEOs, are participants in the TVA Executive Severance Plan (the "Severance Plan"). The Severance Plan provides that if TVA terminates an NEO’s employment other than for Gross Misconduct (as defined below) or such participant terminates employment for Good Reason (as defined below), such participant will be eligible to receive the following benefits in addition to his or her accrued compensation:

•For the retired CEO, a lump sum severance payment equal to the applicable multiplier times the employee's annual base salary, and continued healthcare benefits for a number of complete or partial years equal to such multiplier. The applicable multiplier is 1.0 for the retired CEO.

•For all NEOs other than the retired CEO, a lump sum severance payment equal to the applicable multiplier times the sum of the employee’s annual base salary and target annual incentive, and continued healthcare benefits for a number of complete or partial years equal to such multiplier. The applicable multiplier is 1.0 for these NEOs.

•Any earned but unpaid incentive payments, and a prorated annual incentive payment for the year of termination based on actual achievement of performance goals.

In order to receive severance benefits under the Severance Plan, participants must timely execute (and not revoke) a release of claims in favor of TVA and comply with all applicable post-separation restrictive covenants. The terms of the Severance Plan will supersede rights and obligations with respect to severance under existing agreements to which Severance Plan participants are a party.

Under the Severance Plan, Good Reason shall mean the occurrence of any of the following:

•a material adverse change in the participant’s authority, duties, or responsibilities (excluding during any period of participant’s physical or mental incapacity) with respect to his or her employment with TVA without the participant’s prior written consent;

•a material reduction in the participant’s base salary without the participant’s prior written consent (other than any reduction applicable to management employees generally);

•an actual change in the participant’s principal work location by more than 50 miles and more than 50 miles from the participant’s principal place of abode as of the date of such change in job location without the participant’s prior written consent; or

•a material breach by TVA of any term or provision of the Severance Plan without the participant’s prior written consent.

A participant may be considered to have Good Reason to terminate employment for purposes of the Severance Plan only if the participant provides written notice to TVA of termination within 30 days of the occurrence of the applicable event(s) or, if later, within 30 days of the date the participant has knowledge that such event(s) occurred. An event constituting Good Reason shall no longer constitute Good Reason if the circumstances described in the Good Reason notice are cured by TVA within 30 days following receipt of the Good Reason notice.

Under the Severance Plan, Gross Misconduct shall mean any of the following:

•misconduct involving dishonesty, fraud, or gross negligence that directly results in significant economic or reputational harm to TVA;

•insubordination, intentional neglect of duties, or refusal to cooperate with investigations of TVA’s business practices;

•conviction of a crime amounting to a felony under the laws of the United States or any of the several states, or a crime of moral turpitude;

•a significant violation of TVA’s Code of Ethics or Code of Conduct; or

•disclosure without authorization of proprietary or confidential information of TVA.

Potential Payments on Account of Resignation, Retirement, Termination without Cause, Termination with Cause, Death, or Disability

The tables below show certain potential payments that would have been made to each NEO who was still employed by TVA on September 30, 2025, if his or her employment had been terminated on September 30, 2025, under various scenarios: retirement, resignation, resignation for Good Reason, termination without Cause, termination with Cause, death, and disability. In addition, the tables below show post-employment payments that were made to the NEOs who separated from service during 2025 as well as estimated payments that have been or will be made to these NEOs after September 30, 2025. The tables below also include payments from the following sources: Severance Plan, SERP, RP, EAIP, LTR, LTP, and deferred compensation.

The following provides background information on certain payments included in the termination tables:

•Resignation. The Resignation column covers resignations that do not qualify as resignations for Good Reason under TVA's Severance Plan. See Executive Compensation Tables and Narrative Disclosures— Executive Severance Plan for a definition of Good Reason.

•Retirement. The Retirement column covers situations where an employee separates from service after having met one of the following criteria: (1) the employee has reached the age of 55 with at least 10 years of full-time TVA service, (2) the employee has reached the age of 60 with at least five years of full-time TVA service, or (3) the employee is in the Civil Service Retirement System or Federal Employees Retirement System and is eligible for an immediate retirement benefit upon termination as outlined in the applicable plan.

•Severance Plan and Termination without Cause or Resignation for Good Reason. The Severance Plan provides that if TVA terminates an NEO's employment other than for Gross Misconduct or such participant terminates employment for Good Reason, such participant will be eligible to receive certain benefits in addition to his or her accrued compensation. See Executive Compensation Tables and Narrative Disclosures— Executive Severance Plan for definitions of Gross Misconduct and Good Reason and for a discussion of the benefits provided to NEOs under the Severance Plan.

•SERP. The SERP payments in the tables represent the present value of the accumulated benefit unless otherwise noted.

•SERP Payment in Event of Death. In the event of a participant’s death while employed by TVA, the participant’s beneficiary will receive a lump sum payment equal to the actuarial equivalent of the benefit that would have been paid had the participant terminated employment on the date of death and elected a joint and 50 percent survivor benefit. The beneficiary will receive 50 percent of the reported value.

•LTR Payment in Event of Retirement. The LTIP provides that if a participant retires, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided the amount of any such LTR award for each vesting period within the retention cycle is prorated based on the number of whole months the participant was employed by TVA during such vesting period.

•LTR Payment in Event of Death. The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to any portion of a LTR award that had vested at the time of the participant's death but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award for each vesting period will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (1) 12 months for the vesting period that includes the day that the participant separated from service, (2) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (3) 36 months for the second vesting period that follows the vesting period during which the participant separated from service.

•LTR Payment in Event of Disability. The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to any portion of a LTR award that had vested at the time of the separation from service but not been paid as well as a prorated portion of any LTR grant that had not vested at the time of the participant's separation from service, provided that the LTR award will be prorated based on the number of whole months the participant was employed by TVA during the vesting period in which the participant separated from service as compared to (1) 12 months for the vesting period that includes the day that the participant separated from service, (2) 24 months for the vesting period that immediately follows the vesting period during which the participant separated from service, and (3) 36 months for the second vesting period that follows the vesting period during which the participant separated from service.

•LTP Payment in the Event of Retirement. The LTIP provides that if a participant retires, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and

(2) a prorated portion of any LTP awards that had not vested at the time of the participant's separation from service, provided that the amount of any such LTP award (a) is calculated using the actual percent of opportunity achieved and (b) is prorated based on the number of whole months the participant is employed by TVA during the applicable performance cycle. Mr. Rausch is the only NEO who was eligible to retire as of September 30, 2025, and the LTP amounts included in his Retirement column assumes that the percent of opportunity achieved will be 100 percent of target for the performance cycles ending on September 30, 2026 and September 30, 2027. Mr. Lyash and Mr. Thomas both retired during 2025.

•LTP Payment in Event of Death. The LTIP provides that in the event of the death of a participant, the participant's beneficiary is entitled to (1) any LTP award that had vested at the time of the participant's death but not been paid and (2) any LTP awards that had not vested at the time of the participant's death and that covered a performance cycle for which the participant had received an LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was participating in the plan during the applicable performance cycle.

•LTP Payment in Event of Disability. The LTIP provides that if a participant separates from service due to a disability, the participant is entitled to (1) any LTP award that had vested at the time of the participant's separation from service but not been paid and (2) any LTP awards that had not vested at the time of the participant's separation from service and that covered a performance cycle for which the participant had received an LTP grant, provided that the amount of any such LTP award (a) will be calculated assuming that the percent of opportunity achieved is 100 percent of target and (b) will be prorated based on the number of whole months the participant was employed by TVA during the applicable performance cycle.

In addition to the amounts set forth in the termination tables, all NEOs would also be entitled to payments from plans generally available to TVA employees under the specific circumstances of termination of employment, including the health and welfare and pension plans and amounts in the 401(k) plan.

Notes

(1) Under the terms of his offer letter, if Mr. Moul is terminated for any reason prior to five years of actual service with TVA, the five-year vesting requirement under SERP will be waived and his SERP benefit will be calculated based on his actual years of credited service and his accrued benefit as of September 30, 2025.

(2) On July 25, 2025, the TVA Board authorized Mr. Moul to receive prorated LTP benefits under the LTP, without regard to meeting the retirement requirements as defined in the LTP, so long as he separates from service due to (1) a termination of service by TVA, other than due to Gross Misconduct or as a result of death or disability, or (2) a resignation due to Good Reason.

Post-Employment Payments for Jeffrey J. Lyash, John M. Thomas, III, and David B. Fountain

Notes

(1) Mr. Lyash retired from TVA on May 1, 2025.

(2) Represents the first of five SERP benefit installments.

(3) Represents the sum of the four remaining annual installments.

(4) The payment is expected to be made in November 2025.

(5) The payment was made in October 2025.

(6) Mr. Lyash will receive 19/36ths of the actual LTP award that vests on September 30, 2026, and 7/36ths of the actual LTP award that vests on September 30, 2027. Assuming 100 percent payout, these amounts will be $2,102,139 and $774,472, respectively.

Notes

(1) Mr. Thomas retired from TVA on March 8, 2025.

(2) Represents the first of five SERP benefit installments.

(3) Represents the sum of the four remaining annual installments.

(4) The payment is expected be made in November 2025.

(5) The payment was made in October 2025.

(6) Mr. Thomas will receive 17/36ths of the actual LTP award that vests on September 30, 2026, and 5/36ths of the actual LTP award that vests on September 30, 2027. Assuming 100 percent payout, these amounts will be $672,917 and $204,444, respectively.

Notes

(1) Mr. Fountain separated from service from TVA on June 1, 2025.

(2) Mr. Fountain received a payment of $1,168,951 under the TVA Severance Plan in June 2025.

(3) Represents the first of five SERP benefit installments.

(4) Represents the sum of the four remaining annual installments.

(5) The payment is expected to be made in November 2025.

(6) Represents the first of five installments from the Deferred Compensation Plan.

(7) Represents the sum of the four remaining annual installments.