Talen Energy Corp

15. Stockholders' Equity

Common Stock Transactions

In September 2024, the Board of Directors approved an increase of the remaining capacity under the Company’s share repurchase program to $1.25 billion through December 31, 2026. See Note 16 in Notes to the Annual Financial Statement for more information on the Company’s share repurchase program.

The shares repurchased during nine months ended September 30, 2024 (Successor) represent 14% of the Company’s outstanding common stock. Summary of activity under the Company’s share repurchase program:

(a)Includes 2,413,793 shares repurchased from affiliates of Rubric Capital Management LP in July 2024 at a weighted average price of $116.00 per share.

(b)Weighted average price per share, including transaction costs and excise taxes.

(c)Includes 5,275,862 shares repurchased as result of a tender offer in June 2024.

In July 2024, a former executive exercised equity-classified warrants to 457,142 shares of the Company’s common stock in a non-cash transaction. After giving effect to the non-cash exercise and related tax withholding, the Company issued 160,289 shares of the Company’s common stock.

As of September 30, 2024 (Successor), the Company had 50,855,417 shares of common stock outstanding.

Acquisition of Noncontrolling Interests

Purchase of Equity in Nautilus. In October 2024, the Company acquired TeraWulf’s 25% equity interest in in Nautilus in exchange for $85 million in cash and the distribution by Nautilus of its Bitcoin mining equipment to TeraWulf. As a result of the transaction, the Company owns 100% of the equity of Nautilus.

Purchase of Equity in Cumulus Digital Holdings. In March 2024, TES acquired all of the equity of Cumulus Digital Holdings held by affiliates of Orion andtwo former members of Talen senior management in exchange for an aggregate of $39 million. Following these transactions, TES owns 100% of the equity of Cumulus Digital Holdings.

Accumulated Other Comprehensive Income

Changes in AOCI for the periods were:

(a)Primarily related to “Postretirement benefit prior service (credits) costs, net” for the nine months ended September 30, 2024 (Successor) and “Available-for-sale securities unrealized gain (loss), net” for the period from May 18 through September 30, 2023 (Successor).

The components of AOCI, net of tax, at September 30 were:

The postretirement obligations components of AOCI are not presented in their entirety on the Consolidated Statements of Operations during the periods; rather, they are included in the computation of net periodic defined benefit costs (credits). See Note 13 for additional information.