Talen Energy Corp

Recent Developments

PJM 2028/2029 Base Residual Auction

In July 2026, PJM announced the results of the 2028/2029 PJM BRA. Talen cleared 10,180 MWs at a price of $325.00/MWd for the MAAC, PPL, and RTO locational deliverability areas.

See “—Factors Affecting Our Financial Condition and Results of Operations—Capacity Markets” for additional information.

Closing of the Cornerstone Acquisition

In June 2026, the Company consummated the Cornerstone Acquisition for an aggregate $3.5 billion, consisting of $2.6 billion in cash, and 2,399,998 shares of TEC common stock, valued at $927 million. The cash portion of the consideration was funded using a portion of the net proceeds of the issuance and sale of the Unsecured Notes due 2031 and 2033 in April 2026. Additionally, in June 2026, we increased the capacities of our existing RCF and LCF.

In connection with the closing of the Cornerstone Acquisition, and pursuant to the Cornerstone RRA, the Company filed a registration statement on Form S-3 (Reg. No. 333-296901), with the SEC on June 18, 2026, registering the shares issued as equity consideration.

See Notes 10 and 17 to the Interim Financial Statements for additional information on the Cornerstone Acquisition and related financing transactions and “Part I, Item 1A. Risk Factors—Risks Related to the Cornerstone Acquisition” of our 2025 Annual Report for a discussion of the associated risks.

Financing Transactions

During the second quarter 2026, TES entered into various amendments to the Credit Agreement.

Repricing Transactions. In May 2026, TES repriced the RCF, TLB-1, and TLB-2.

Upsizes and Extensions. In June 2026, in connection with the Cornerstone Acquisition, TES (i) upsized its existing RCF (including its revolving LC capacity) from $900 million to $1.35 billion; and (ii) upsized its existing $1.1 billion LCF to $1.5 billion and extended its maturity from December 2027 to December 2029. In May 2026, TES extended the maturity of the TLB-1 from May 2030 to November 2032.

Unsecured Notes due 2031 and 2033. In April 2026, TES issued in private placement transactions not involving a public offering: (i) $1.5 billion in aggregate principal amount of 6.125% Senior Unsecured Notes due 2031; and (ii) $2.5 billion in aggregate principal amount of 6.375% Senior Unsecured Notes due 2033. The net proceeds from the issuance and sale of the Unsecured Notes due 2031 and 2033 were used to (i) fund the Cornerstone Acquisition and (ii) redeem the Company’s outstanding Secured Notes.

Secured Notes. In April 2026, TES redeemed in full the Company’s outstanding Secured Notes in aggregate principal amount of $1.2 billion, using a portion of the net proceeds of the Unsecured Notes due 2031 and 2033.

See Note 10 the Interim Financial Statements for additional information on the financing transactions.

Common Stock Repurchases

During the three months ended June 30, 2026, we repurchased and retired 550,000 shares of TEC’s outstanding common stock under the SRP. The aggregate purchase price, including transaction fees, was $198 million at a weighted average price of $359.54 per share. As of June 30, 2026, the remaining capacity under the SRP is $1.7 billion through 2028.

See Note 15 to the Interim Financial Statements and “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” of this Report for additional information on the SRP.