Talen Energy Corp

Recent Developments

Susquehanna ISA Amendment

On November 1, 2024, FERC issued an order denying the amended interconnection service agreement between PJM, PPL, and Susquehanna that would permit Susquehanna to decrease the amount of power supply that would otherwise be provided to the power grid. Such order does not have an impact on the existing interconnection service agreement permitting 300 MW of co-located load at Susquehanna to supply power for the first phases of the AWS data center campus. See Note 10 in Notes to the Interim Financial Statements for additional information on the Susquehanna ISA Amendment.

Purchase of TeraWulf’s Minority Interest in Nautilus

In October 2024, the Company: (i) increased its ownership in Nautilus to 100% by completing the strategic acquisition of TeraWulf’s 25% interest in Nautilus in exchange for $85 million in cash; (ii) caused Nautilus to distribute all of the Bitcoin miners that were used in the operations of Nautilus to TeraWulf; and (iii) suspended operational activities at Nautilus as the Company continues to advance its strategic alternatives for the asset. Subsequent to the acquisition, Nautilus continues to be party to both the ground lease agreement and the submetered power arrangement with AWS. See our Registration Statement for additional information on the Nautilus ground lease and submetered power arrangements.

Additional Increase of Share Repurchase Program Capacity

In September 2024, the Board of Directors approved an increase of the Company’s share repurchase program to a remaining capacity of $1.25 billion through December 31, 2026. As of September 30, 2024 (Successor), the company had repurchased approximately 14% of its outstanding shares of common stock for a total of $952 million, exclusive of transaction cost and excise tax. See Note 15 in Notes to the Interim Financial Statements for additional information.

Common Stock Transactions

In the three months ended September 30, 2024 (Successor), the Company repurchased a total of 2,559,826 shares of the Company’s common stock under its share repurchase program for an aggregate purchase price of $304 million, inclusive of transaction costs and excise taxes, at a weighted average per share price of $118.82. Of the total shares repurchased during the period, 2,413,793 shares were purchased from affiliates of Rubric Capital Management LP in July 2024.

In the three months ended September 30, 2024 (Successor), the Company retired 2,564,853 shares repurchased and settled during the period.

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 November 14, 2024, the Company has 50,855,417 shares of common stock outstanding.

See Note 15 in Notes to the Interim Financial Statements for additional information related to share repurchases and the retirement of treasury stock.

Receipt of Cumulus Data Campus Sale Funds Previously Held in Escrow

In August 2024, as the result of achieving development milestones under its agreement with AWS governing the Cumulus Data Campus Sale, the Company received the remaining $300 million of sales proceeds that were held in escrow. See Note 17 to the Interim Financial Statements for additional information on the Cumulus Data Campus Sale.

PJM 2025/2026 Base Residual Auction

In July 2024, PJM reported the results of the PJM BRA for the 2025/2026 PJM Capacity Year. Talen cleared a total of 6,820 MW at a clearing price of $269.92 per MW-day for the MAAC, PPL, and PSEG locational deliverability areas.