Talen Energy Corp

Recent Developments

Financing Transactions

Issuance of Senior Notes. In October 2025, TES issued: (i)$1.4 billion in aggregate principal amount of 6.25% Senior Unsecured Notes due 2034; and (ii)$1.29 billion in aggregate principal amount of 6.50% Senior Unsecured Notes due 2036. We expect to use the net proceeds from the Unsecured Notes, together with the proceeds of the new TLB-3 discussed below, to fund the Freedom and Guernsey Acquisitions.

Credit Facility Transactions. Also in October 2025, TES undertook the following financing transactions that are expected to become effective concurrently with the closing of either the Freedom Acquisition or the Guernsey Acquisition (whichever closes first): (i) allocated and priced a $1.2 billion senior secured term loan B credit facility (the TLB-3), a portion of which may be incurred on a delayed-draw basis, the proceeds of which, together with the proceeds from the Unsecured Notes, are intended to be used to fund the Freedom and Guernsey Acquisitions; (ii) received commitments to increase its existing RCF (including its revolving LC capacity) from $700 million to $900 million; and (iii) received commitments to upsize its existing $900 million LCF to $1.1 billion and extend the maturity from December 2026 to December 2027.

Bridge Commitment Termination. Also in October 2025, in connection with the financing transactions described above, TES terminated its previous commitment letters for $3.8 billion in secured and unsecured indebtedness to fund the Freedom and Guernsey Acquisitions.

See Notes 10 and 17 to the Interim Financial Statements for additional information on the financing transactions and the Freedom and Guernsey Acquisitions.

Upsize of Share Repurchase Program

In September 2025, the Board of Directors approved the upsizing of the Company’s existing SRP from $995 million to a aggregate remaining capacity of $2 billion and extended the expiration of the SRP from December 31, 2026 to December 31, 2028. The execution of this additional authorization is contingent on the completion of the Freedom and Guernsey Acquisitions.

See Note 15 to the Interim Financial Statements for additional information.

Sale of Nuclear Production Tax Credits

The Nuclear PTC, created under the Inflation Reduction Act, provides qualified nuclear power generation facilities with a transferable tax credit for electricity produced and sold to an unrelated party during each tax year. Subject to the qualification requirements, electricity produced and sold by Susquehanna to third parties from December 31, 2023 through December 31, 2032 is eligible for the credit.

In September 2025, we sold certain 2024 Nuclear PTCs to an unaffiliated third party for $191 million. See Note 4 to the Interim Financial Statements for additional information on the sale of the Nuclear PTCs.

See Note 3 to the Interim Financial Statements for additional information on the recognized revenue that is associated with the Nuclear PTC.

Camden and Dartmouth Sales

In September 2025, we sold the Camden and Dartmouth generation facilities for a combined as-adjusted purchase price of $25 million in cash, subject to further post-closing adjustments.

See Note 17 to the Interim Financial Statements for additional information.

Freedom and Guernsey Acquisitions

In July 2025, we entered into definitive agreements to acquire Caithness Energy’s 1,045 MW (summer rating) Freedom Generating Station in Pennsylvania and 1,836 MW (summer rating) Guernsey Power Station in Ohio, both gas fired combined cycle plants located within the PJM power market, for an aggregate gross purchase price of approximately $3.8 billion (subject to working capital and other customary adjustments), or $3.5 billion after adjusting for estimated tax benefits. See Note 10 to the Interim Financial Statements for additional information on the financing transactions related to the Freedom and Guernsey Acquisitions.

The addition of these assets to Talen’s portfolio will increase our generating capacity by approximately 3 gigawatts and is expected to enhance our ability to offer reliable, scalable, grid-supported, and regionally diverse low-carbon capacity to hyperscale data centers and other large commercial off-takers. Additionally, as these facilities have an average heat rate of 6,550 Btu/kWh, the Freedom and Guernsey Acquisitions will provide the Company with incremental baseload generation and cash flow diversification. The presence of these facilities in the PJM market complements our existing commercial and marketing capabilities, and their strategic location adjacent to the Marcellus and Utica shale formations provides ample natural gas supplies and reliable access to natural gas pipeline infrastructure and interconnects.

The transactions are subject to regulatory approvals and the satisfaction of other customary closing conditions, and are both expected to close in the first quarter of 2026. The relevant regulatory filings have all been made and are now pending at the agencies.

See Note 17 to the Interim Financial Statements for additional information on the Freedom and Guernsey Acquisitions and “Part II, Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the three months ended June 30, 2025 for a discussion of the associated risks.

The foregoing description of the Purchase Agreements and the transactions contemplated thereby is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreements, copies of which are attached as Exhibits 2.1 and 2.2 to this Report. The Purchase Agreements are being filed only to provide investors with information regarding their terms and are not intended to provide any other factual information about the parties thereto. Investors should not rely on the representations, warranties, or covenants in the Purchase Agreements, which may be subject to important limitations and qualifications, and which may change after the date of the Purchase Agreements, as characterizations of the actual state of facts or condition of the Company, the sellers, or any of their respective subsidiaries or affiliates.