Talen Energy Corp SEC Filings

Talen Energy Corporation agreed to acquire Cornerstone Generation Holdings’ parent entities in a $3.45 billion deal. The purchase price includes approximately $2.55 billion in cash, subject to customary adjustments, plus 2,400,000 shares of Talen common stock issued as consideration. Through this transaction, Talen will indirectly own three natural gas power plants: a 480 MW combustion turbine facility in Ohio, a 1,218 MW combined cycle gas facility in Indiana, and an 869 MW combined cycle gas facility in Ohio.

Closing depends on customary conditions, including required regulatory approvals. At closing, Talen and the sellers will enter a registration rights agreement under which Talen will register the resale of the stock portion of the consideration, with additional demand and piggy-back rights and lock-ups of 90 days on half of the shares and 180 days on the rest. Talen also announced the deal in a press release and scheduled an investor call to discuss the acquisition.

Talen Energy Corporation filed a current report to share that it has released information about its results in the PJM Base Residual Auction for the 2027/2028 planning year. The company furnished a press release as an exhibit, which contains the details of those auction results.

The auction outcomes relate to Talen’s participation in the PJM capacity market, which helps determine how its power assets may be compensated for being available to serve future electricity demand. The press release is provided for informational purposes and is expressly furnished rather than filed, meaning it is not subject to certain Exchange Act liability provisions and is not automatically incorporated into other securities law documents.

Talen Energy Corporation is reshaping its senior leadership team and extending key executive employment agreements as part of ongoing succession and retention planning. The board prolonged CEO Mark “Mac” McFarland’s contract through February 2027 with automatic one-year renewals and elevated Terry Nutt to President, Cole Muller to Chief Financial Officer, Brad Berryman to Chief Operating Officer, and Dale Lebsack to Chief Asset Development Officer, all effective immediately. General Counsel John Wander plans to retire at the end of June 2026 and will transition to a Senior Advisor role.

New amended employment agreements set higher pay and performance-linked incentives, including a salary of $1,400,000 for Mr. McFarland with a target short-term bonus of 135% and long-term incentives at 700% of salary. A portion of 2026 PSUs and RSUs will be partially cash-settled and any shares received will be locked up through November 13, 2026. The contracts also define severance and change-of-control protections, with potential cash payouts up to 2.99 times salary and target bonus, and impose non-compete and non-solicitation obligations for one year after employment.

Talen Energy Corporation completed two major power plant acquisitions through its subsidiary Talen Generation. The company closed the purchase of the 1,045 MW Freedom Generating Station in Pennsylvania for approximately $1.5 billion and the 1,836 MW Guernsey Power Station in Ohio for approximately $2.3 billion, with final prices subject to customary post-closing adjustments.

To support these transactions, Talen’s subsidiary Talen Energy Supply entered into a fifth amendment to its credit agreement. This amendment increased the revolving credit facility from $700 million to $900 million, upsized the stand-alone letter of credit facility from $900 million to $1.1 billion, and added a new $1.2 billion senior secured term loan B maturing on November 25, 2032. Net proceeds from this new term loan, together with $2.65 billion of net proceeds from previously issued 2034 and 2036 senior notes, funded the acquisition purchase prices and related closing transactions.

In connection with the closing, the acquired entities also agreed to unconditionally guarantee Talen Energy Supply’s obligations under its 2030, 2034 and 2036 note indentures, strengthening the guarantee structure around these debt instruments.

Talen Energy Corporation reported Q3 2025 results with operating revenues of $812 million, up from $650 million, and net income attributable to stockholders of $207 million (diluted EPS $4.25 versus $3.16).

Stronger capacity revenues of $166 million (from $50 million) and higher energy and other revenues of $604 million (from $505 million) lifted operating income to $263 million (from $158 million). Nuclear decommissioning trust funds posted a gain of $81 million. Year to date, cash from operating activities reached $424 million, supporting cash and cash equivalents of $497 million as of September 30, 2025. Long‑term debt was $2.97 billion, essentially flat with year‑end.

The company sold Nuclear Production Tax Credits with a carrying value of $202 million for cash proceeds of $191 million, recognizing an $11 million loss. The nuclear decommissioning trust funds increased to a fair value of $1.87 billion. Shares outstanding were 45,687,828 as of November 5, 2025.

Talen Energy Corporation (TLN)Exhibit 99.1 and is designated as furnished, not filed, under the Exchange Act.

The company’s common stock trades on the Nasdaq Global Select Market under the symbol TLN. An Inline XBRL cover page is included as Exhibit 104.

Talen Energy Corporation reported that its subsidiary, Talen Energy Supply, completed private offerings of $1.40 billion of 6.250% senior notes due 2034 and $1.29 billion of 6.500% senior notes due 2036. The notes are guaranteed by certain current and future wholly owned domestic subsidiaries and include customary negative and affirmative covenants without financial covenants.

The company intends to use the net proceeds, together with a $1.2 billion senior secured term loan B, to fund acquisitions of the 1,045 MW Freedom Energy Center in Pennsylvania and the 1,836 MW Guernsey Power Station in Ohio. The indentures include mandatory redemption provisions if one or both acquisitions are not completed. Interest is payable semi-annually on February 1 and August 1, commencing August 1, 2026, with maturities on February 1, 2034 and February 1, 2036.

Talen Energy Corporation reported that its wholly owned subsidiary, Talen Energy Supply, LLC, has priced two large private senior note offerings. TES plans to issue $1.40 billion of 6.250% senior notes due 2034 and $1.29 billion of 6.500% senior notes due 2036 in offerings exempt from registration under the Securities Act. The company expects these offerings to close on October 27, 2025, subject to customary closing conditions. The terms were announced in a press release that is attached as an exhibit and incorporated by reference.

Talen Energy Corporation provided an update on major financing and acquisitions. Its subsidiary Talen Energy Supply priced a new $1.2 billion senior secured term loan B, with interest set at the Secured Overnight Financing Rate plus 200 basis points.

The company also reiterated plans to buy the 1,045 MW Freedom Energy Center for $1.46 billion and the 1,836 MW Guernsey Power Station for $2.33 billion, both natural gas-fired plants. After discussions with the U.S. Department of Justice, Talen withdrew and will refile its antitrust notification to restart the review period and provide more information. Either party may terminate if a deal is not closed by July 17, 2026, extendable to January 17, 2027 for pending approvals, with potential termination fees of about $63 million for Freedom and $100 million for Guernsey. The company currently expects both acquisitions to close in the first quarter of 2026, but closing is not assured.