Talen Energy (TLN) details $3.5B Freedom and Guernsey power acquisitions

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8-K/A

Rhea-AI Filing Summary

Talen Energy Corporation filed an amended current report to add detailed financial statements and pro forma information for its previously closed power plant acquisitions. Talen bought the Freedom Generating Station (1,045 MW) and Guernsey Power Station (1,836 MW) from Caithness Energy for approximately $3.5 billion.

For the nine months ended September 30, 2025, Moxie Freedom LLC generated $246.8 million in electricity revenue and $51.9 million in net income, while Guernsey Power Holdings, LLC produced $437.0 million in electricity revenue and $71.7 million in net income. The filing also includes unaudited pro forma combined financials showing Talen’s results as if these plants had been owned earlier.

02/09/2026 - 05:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 9, 2026 (November 25, 2025)

Talen Energy Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-37388

47-1197305

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

2929 Allen Pkwy, Suite 2200

Houston, TX 77019

(Address of principal executive offices) (Zip Code)

(888) 211-6011

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

TLN

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On November 25, 2025, Talen Energy Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission. The Original Report disclosed the consummation of the previously announced acquisitions contemplated by the two purchase and sale agreements (collectively, the “Purchase Agreements”), each dated July 17, 2025, pursuant to which the Company, through its wholly owned subsidiary, Talen Generation, LLC, agreed to purchase from affiliates of Caithness Energy, L.L.C. the (i) Freedom Generating Station, a 1,045 MW natural gas fired combined cycle generation plant located in Luzerne County, Pennsylvania (the “Freedom Acquisition”) and (ii) Guernsey Power Station, a 1,836 MW natural gas fired combined cycle generation plant located in Guernsey County, Ohio (the “Guernsey Acquisition” and together with the Freedom Acquisition, the “Acquisitions”). Pursuant to the Purchase Agreements, the Company acquired all of the issued and outstanding membership interests in (i) Moxie Freedom LLC, a Delaware limited liability company and (ii) Guernsey Power Holdings, LLC, a Delaware limited liability company (which owns 100% of the membership interests in Guernsey Power Station LLC, a Delaware limited liability company).

The Company consummated the Acquisitions and related transactions on November 25, 2025.

This Current Report on Form 8-K/A (this “Report”) amends the Original Report to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Original Report remain unchanged.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

1.Audited financial statements of Moxie Freedom LLC as of and for the year ended December 31, 2024 and the related notes, which are included as Exhibit 99.1 hereto and incorporated herein by reference;

2.Unaudited condensed financial statements of Moxie Freedom LLC as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and the related notes, which are included as Exhibit 99.2 hereto and incorporated herein by reference.

3.Audited consolidated financial statements of Guernsey Power Holdings, LLC and subsidiary as of and for the year ended December 31, 2024 and the related notes, which are included as Exhibit 99.3 hereto and incorporated herein by reference; and

4.Unaudited condensed consolidated financial statements of Guernsey Power Holdings, LLC and subsidiary as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and the related notes, which are included as Exhibit 99.4 hereto and incorporated herein by reference.

(b) Pro Forma Financial Information.

1.The Company is providing the unaudited pro forma condensed combined financial information of the Company, after giving effect to the Acquisitions, which includes the unaudited pro forma condensed combined balance sheet as of September 30, 2025 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and nine months ended September 30, 2025. Such unaudited pro forma condensed combined financial information and the related notes thereto is set forth in Exhibit 99.5 hereto and incorporated herein by reference.

(d) Exhibits.


		Incorporated by Reference
Exhibit No.	Description	Form	File Number	Date of Filing	Exhibit Number

99.1	Audited financial statements of Moxie Freedom LLC as of and for the year ended December 31, 2024 and the related notes thereto.	8-K	001-37388	October 6, 2025	99.2
99.2	Unaudited condensed financial statements of Moxie Freedom LLC as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and the related notes thereto.	—	—	—	—
99.3	Audited consolidated financial statements of Guernsey Power Holdings, LLC and subsidiary as of and for the year ended December 31, 2024 and the related notes thereto.	8-K	001-37388	October 6, 2025	99.4
99.4	Unaudited condensed financial statements of Guernsey Power Holding, LLC and subsidiary as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and the related notes thereto.	—	—	—	—
99.5	Unaudited pro forma condensed combined financial information of Talen Energy Corporation, giving effect to the Acquisition, which includes the unaudited pro forma condensed combined balance sheet as of September 30, 2025 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 and nine months ended September 30, 2025 and the related notes thereto.	—	—	—	—
104	Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document).	—	—	—	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			TALEN ENERGY CORPORATION
Date:	February 9, 2026	By:	/s/ Cole Muller
		Name:	Cole Muller
		Title:	Chief Financial Officer

Ex. 99.2

MOXIE FREEDOM LLC

Interim Financial Statements

For the Three and Nine Months Ended September 30, 2025

(Unaudited)

Index

For the Three and Nine Months Ended September 30, 2025


INDEPENDENT AUDITORS' REPORT

CONDENSED BALANCE SHEET AS OF SEPTEMBER 30, 2025 (UNAUDITED)			F-2

CONDENSED STATEMENT OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)			F-3

CONDENSED STATEMENT OF CHANGES IN MEMBER’S CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)			F-4

CONDENSED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)			F-5

NOTES TO CONDENSED FINANCIAL STATEMENTS			F-6 to F-17

[KPMG LOGO]

KPMG LLP

Suite 4000

1735 Market Street

Philadelphia, PA 19103-7501

KPMG

Independent Auditors’ Review Report

The Member

Moxie Freedom LLC:

Results of Review of Condensed Interim Financial Information

We have reviewed the condensed financial statements of Moxie Freedom LLC (the Company), which comprise the condensed balance sheet as of September 30, 2025, the related condensed statements of operations for the three-month and nine-month periods ended September 30, 2025, and the related condensed statements of cash flows and changes in Member’s Capital for the nine-month period ended September 30, 2025, and the related notes (collectively referred to as the condensed interim financial information).

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed interim financial information for it to be in accordance with U.S. generally accepted accounting principles.

Basis for Review Results

We conducted our review in accordance with auditing standards generally accepted in the United States of America (GAAS) applicable to reviews of interim financial information. A review of condensed interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. A review of condensed interim financial information is substantially less in scope than an audit conducted in accordance with GAAS, the objective of which is an expression of an opinion regarding the financial information as a whole, and accordingly, we do not express such an opinion. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our review. We believe that the results of the review procedures provide a reasonable basis for our conclusion.

Responsibilities of Management for the Condensed Interim Financial Information

Management is responsible for the preparation and fair presentation of the condensed interim financial information in accordance with U.S. generally accepted accounting principles and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of condensed interim financial information that is free from material misstatement, whether due to fraud or error.

Report on Condensed Balance Sheet as of December 31, 2024

We have previously audited, in accordance with GAAS, the balance sheet as of December 31, 2024, and the related statements of operations, cash flows, and changes in member’s capital for the year then ended (not presented herein); and we expressed an unmodified audit opinion on those audited financial statements in our report dated March 31, 2025. In our opinion, the accompanying condensed balance sheet of the Company as of December 31, 2024 is consistent, in all material respects, with the audited financial statements from which it has been derived.


/s/ KMPG LLP
Philadelphia, Pennsylvania
November 26, 2025

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

MOXIE FREEDOM, LLC

Condensed Balance Sheets

(Unaudited)

(in thousands)


			September 30, 2025			December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	867		$	761
Restricted cash			21,096			1,088
Current portion of derivative assets			815			1,582
Accounts receivable			13,566			10,271
Materials and supplies			3,865			3,872
Prepaid expenses and other current assets			1,525			4,925
Total current assets			41,734			22,499

Property, plant & equipment			607,145			626,777
Land			8,479			8,479
Long term portion of derivative assets			155			2,402
Other assets			24,295			25,144
Total assets	$	681,808		$	685,301

Liabilities and Members’ Capital
Current liabilities
Accounts payable and accrued expenses	$	13,453		$	7,354
Current portion of project loan and subordinated loan			4,400			4,400
Current portion of derivative liabilities			8,657			2,991
Total current liabilities			26,510			14,745

Derivative liabilities			2,545			7,181
Project loan			334,925			373,781
Total liabilities			363,980			395,707

Members’ capital			317,828			289,594
Total member's Capital			317,828			289,594
Total liabilities and members’ capital	$	681,808		$	685,301

The accompanying notes are an integral part of these condensed financial statements.

F-2

MOXIE FREEDOM, LLC

Condensed Statement of Statements of Operations

(Unaudited)

(in thousands)


			Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025
Revenue:
Electricity sales	$	87,639		$	246,842
Total revenue			87,639			246,842

Operating expenses:
Fuel expenses			35,720			120,512
Plant operating expenses			7,271			21,693
General and administrative expense			1,562			3,052
Depreciation expense			6,625			19,873
Total operating expenses			51,178			165,130
Operating income			36,461			81,712

Other expenses:
Deferred financing cost amortization expense			860			2,658
Interest expense			7,311			27,142
Total other expenses			8,171			29,800

Net income	$	28,290		$	51,912

The accompanying notes are an integral part of these condensed financial statements.

F-3

MOXIE FREEDOM, LLC

Statement of Changes in Member’s Capital

(Unaudited)

(in thousands)


			Total Member's Capital
Member’s capital at December 31, 2024	$	289,594
Net income			51,912
Equity distributions			(23,678)
Member’s capital at September 30, 2025	$	317,828

The accompanying notes are an integral part of these condensed financial statements.

F-4

MOXIE FREEDOM, LLC

Condensed Statement of Cash Flows

(Unaudited)

(in thousands)


			Nine Months Ended September 30, 2025
Cash flows from operating activities:
Net income	$	51,912
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense			19,873
Deferred financing cost amortization expense			2,658
Unrealized gain on power swaps			(821)
Unrealized loss on gas swaps			50
Unrealized loss on interest rate swaps			4,816
Change in operating assets and liabilities:
Accounts receivable			(3,295)
Accounts payable, accrued expenses and accrued interest			6,100
Prepaid expenses and other assets			4,256
Net cash provided by operating activities			85,548

Cash flows from investing activities:
Capital expenditures			(241)
Net cash used in investing activities			(241)

Cash flows from financing activities:
Payment of principal			(41,515)
Distribution to member			(23,678)
Net cash used in financing activities			(65,193)

Net change in cash and cash equivalents			20,114
Cash, restricted cash and cash equivalents at beginning of year			1,849
Cash, restricted cash and cash equivalents at end of year	$	21,963

Supplemental cash flow information:
Cash paid for interest	$	22,326

The accompanying notes are an integral part of these condensed financial statements.

F-5

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)

(1)Organization and Operation of the Company

(a)Description of Business

Moxie Freedom LLC (the Company) was formed on March 4, 2014, as a Delaware limited liability company to develop, finance, construct, own, and operate a gas-fired combined cycle power generation facility with a capacity of approximately 1,105 megawats (MW) that is located in Salem Township, Luzerne County, Pennsylvania (the Project or the Facility). The Company’s members were Moxie Energy, LLC and various related individuals until November 9, 2015 when 100% of all outstanding interest was transferred to Moxie Freedom Holdings LLC, an affiliate. The Company is governed by a limited liability company agreement.

The Company started construction of the Project during 2015 and was placed in commercial operation on September 1, 2018, its commercial operation date (COD).

On July 17, 2025, Talen Energy entered into an agreement to acquire the Moxie Freedom Energy Center in Salem Township, Pennsylvania, and the Guernsey Power Station in Ohio from Caithness Energy for approximately $3.5 billion. The acquisitions closed on November 25, 2025. No adjustments have been made to the condensed financial statements as of September 30, 2025 related to these transactions.

(2)Summary of Significant Accounting Policies

(a)Basis of Accounting and Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and reflects all adjustments, which the Company believes are necessary to fairly present the financial position, results of operations, and cash flows of the Company for the three and nine months ended September 30, 2025.

(b)Accounts Receivable and Revenue Recognition

Accounts receivable consists of receivables from PJM Interconnection, LLC (PJM) for capacity, energy, and ancillary services payments. The Company earns merchant revenue for incremental capacity, energy, and ancillary services provided to PJM. Merchant capacity, energy, and ancillary services revenue is recorded as electricity sales at the end of each operating period based upon energy delivered and services provided during the period.

In the normal course of business, the Company has future performance obligations for capacity sales awarded through market-based capacity auctions and (or) for capacity sales under bilateral contractual arrangements.

The PJM Base Residual Auction (BRA) for the 2025/2026 PJM Capacity Year was held in July 2024. The Company cleared a total of 767.70 MW at a clearing price of 269.92 per MW-day for the PJM MAAC locational delivery areas.

As of September 30, 2025, the expected future period capacity revenues subject to unsatisfied or partially unsatisfied performance obligations were:


			2025(a)			2026			2027
Expected capacity revenues (b)	$	18,411		$	79,904		$	35,131

(a)Estimated for the period from October 1, 2025 through December 31, 2025.

(b)Expected capacity revenue represents cleared capacity MWs and prices in PJM BRAs through May 2027.

F-6

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)

The Company’s revenue includes sales from commodity contracts that are accounted for under ASC 815, Derivatives and Hedging (ASC 815). Revenue from commodity contracts primarily relates to forward sales of commodities merchant energy prices, which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying (e.g. the price of gas), a notional amount (e.g. tons), no initial net investment and can be net settled since the commodity is readily convertible to cash. Revenue from commodity contracts is recognized in electricity sales for the contracted amount when the contracts are settled at a point in time by transferring control of the commodity to the customer, similarly to revenue recognized from contracts with customers under ASC 606. From inception through settlement, these forward sales arrangements are recorded at fair value under ASC 815 with unrealized gains and losses recognized in the respective statement of operations caption (revenue or interest expense) and carried on the balance sheet as assets or liabilities (see Note 6: Derivative Instruments and Hedging Activities), respectively. Further information about the fair value of these contracts is presented in the Note 4: Fair Value Measurements.

The following table represents merchant capacity, energy, settlement of power swaps, and ancillary services revenue sales at September 30, 2025.


			Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025
Contracts earned under 606:
Capacity	$	18,411		$	31,884
Energy			61,957			208,243
Ancillary sales			550			2,152

Contracts earned under 815:
Realized gain (loss) on derivative instruments			4,805			3,742
Unrealized gain (loss) on derivative instruments			1,916			821
	$	87,639		$	246,842

(c)Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying amount of these instruments approximates fair value because of their short-term maturity.

(d)Restricted Cash

Restricted cash represents amounts that are required to be maintained in separate accounts in connection with the Project Debt (Note 5) for future debt service, major maintenance requirements, and general corporate purposes.

All funds are held in highly rated money market accounts, and the carrying value approximates fair value as of September 30, 2025.

(e)Property, Plant, and Equipment, Net

The Company’s property, plant, and equipment are stated at cost net of accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful life of the related assets.

F-7

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)

The following table provides the depreciable lives used for each asset class:


Balance of plant			30 years
Buildings and other assets			5-25 years

(f)Materials and Supplies

Materials and supplies in the amount of $3.9 million as of September 30, 2025 and December 31, 2024, respectively, is stated at the lower of the average cost or net realizable value.

(g)Income Taxes

The Company is a disregarded entity for tax purposes. Accordingly, any effect of income taxes is recognized at their indirect parent.

(h)Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and member’s capital and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue, expenses, and allocation of profits and losses during the reporting period. Actual results could differ from those estimates. The Company is unaware of any change of conditions or situations that would cause any material change in estimates used to prepare the financial statements.

(i)Asset Retirement Obligations

The Company has no legal, constructive, or regulatory obligations related to the closure of the Facility, and accordingly, no asset retirement obligation is recorded in the financial statements.

(j)Impairment of Long-Lived Assets

Long-lived assets, such as property, plant, and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds fair value of the asset. Assets to be disposed of would be separately presented in the balance sheets and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposed group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the balance sheets.

(k)Deferred Financing Costs

Deferred financing costs represent costs to obtain long-term financing and are amortized using the effective-interest method over the term of the related debt. Deferred financing costs have been netted against long-term project debt (note 5) and at September 30, 2025 consist of the following:


			September 30, 2025			December 31, 2024
Gross carrying amount	$	16,035		$	16,035
Accumulated amortization			(9,691)			(7,032)
Balance at end of period	$	6,344		$	9,003

F-8

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)

The related amortization expense for the three and nine months ended September 30, 2025 was $0.9 million and $2.7 million, respectively.

(l)Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash and cash equivalents, restricted cash, accounts payable, and other liabilities approximate their respective fair values due to their short-term maturities. The fair value of the Company’s long-term debt is estimated based on quoted market prices for the same or similar issues and the current rates offered to the Company for debt with the same remaining maturities. The carrying value of the Company’s debt approximates fair market value due to the variable nature of the interest rate.

(m)Derivative and Hedging Activities

The Company recognizes derivative instruments as either assets or liabilities in the balance sheet at their respective fair values, unless they qualify for the normal purchase-normal sale exception. These instruments are reported gross on the Company’s balance sheet. The Company uses derivative instruments to manage its exposure to interest rate risk and merchant power price risk and does not hold or issue derivative instruments for speculative or trading purposes.

The Company did not elect hedge accounting for all of its derivatives. The Company carries the derivatives at their fair value on the balance sheet and recognizes any subsequent changes in their fair value in earnings.

(n)Leases

The Company accounts for leases in accordance with Topic 842. The Company reviews its arrangements at contract inception to determine if it is or contains a lease. As of September 30, 2025 and December 31, 2024 the Company has not entered into any material leases.

(o)Interest Expense

Interest payments are reported as interest expense on the statements of operations. Total interest expense was $7.3 million and $27.1 million for the three and nine months ended September 30, 2025, respectively. Interest expense includes interest on debt, interest rate swap settlements and corresponding changes in fair value.

(p)Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable, which are concentrated within the energy industry and derivative financial instruments with large creditworthy financial institutions. These industry concentrations may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions. Receivables and other contractual arrangements are subject to collateral requirements under the terms of enabling agreements. However, the Company believes that the credit risk posed by industry concentration is offset by the diversification and creditworthiness of its customer base. As of September 30, 2025, substantially all the Company’s revenue and accounts receivable is with one counterparty.

F-9

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)

(3)Property, Plant, and Equipment, Net

Property, plant, and equipment, net at September 30, 2025 and December 31, 2024 consists of the following:


			September 30, 2025			December 31, 2024
Plant and equipment in service	$	794,080		$	794,080
Work in process			467			227
Total			794,547			794,307
Less: accumulated depreciation			(187,402)			(167,530)
Total property, plant, and equipment, net	$	607,145		$	626,777

Depreciation expense was $6.6 million and $19.9 million for the three and nine months ended September 30, 2025, respectively.

(4)Fair Value Measurements

ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

Assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 are summarized below under the three-level hierarchy established by ASC Topic 820, which defines the levels within the hierarchy as follows:

•Level 1 – Consists of assets or liabilities whose value is based on unadjusted quoted prices in active markets at the measurement date. The Company holds no assets or liabilities that meet the definition of level 1.

•Level 2 – Consists of assets or liabilities valued using industry standard models and based on prices, other than quoted prices within Level 1, that are either directly or indirectly observable as of the measurement date

•Level 3 – Consists of assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date.

The following tables set forth by level within the fair value hierarchy the financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2025 and December 31, 2024. These financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and placement within the fair value hierarchy levels.

F-10

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)


			September 30, 2025
			Level 1		Level 2			Level 3		Total
Derivative assets:
Interest rate swap	$	-		$	292	$	-		$	292
Power swap			-		-			678		678
Total assets measured at fair value	$	-		$	292	$		678	$	970

Derivative liabilities:
Interest rate swap	$		-	$	1,127	$		-	$	1,127
Power swap			-		-			10,025		10,025
Gas swap			-		50			-		50
Total liabilities measured at fair value	$		-	$	1,177	$		10,025	$	11,202


			December 31, 2024
			Level 1			Level 2			Level 3			Total
Derivative assets:
Interest rate swap	$	-		$		3,980	$	-		$		3,980
Power swap			-			-			4			4
Total assets measured at fair value	$	-		$		3,980	$		4	$		3,984

Derivative liabilities:
Power swap	$	-		$	-		$	10,172		$	10,172
Total liabilities measured at fair value	$		-	$		-	$		10,172	$		10,172

The valuation techniques used to measure the fair value of the Level 2 derivative financial instruments above in which the counterparties have high credit ratings were derived using the income approach from discounted cash flow from pricing models, with all significant inputs derived from or corroborated by observable market data. The Company’s discounted cash flow techniques use observable market inputs, such as SOFR based yield curves.

The gas swaps referenced above have been designated as Level 2 derivative financial instruments. The valuation of these instruments is based on the income approach using discounted cash flow pricing models that incorporate observable market inputs such as forward natural gas prices, basis differentials, and broker quotations for similar contracts in active markets. These inputs are corroborated by market data, and the counterparties to the gas swaps have high credit ratings.

The Power swaps referenced above have been designated as Level 3 derivative financial instruments due to their illiquidity. The power swaps have been entered into with counterparties with high credit ratings.

(a)Additional Information Regarding Level 3 Measurements

For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations for contracts with tenors that extend into periods with no observable pricing. The significant unobservable inputs used in the fair value measurement of the Power Swaps as of September 30, 2025 and December 31, 2024 are as follows:

F-11

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)

Range of Significant Unobservable Inputs

Level 3 Financial Instruments

Significant Unobservable Inputs by Valuation Technique

September 30, 2025

December 31, 2024

Power Swap

Power Price

$33.052/MWh to $46.896/MWh

$37.477/MWh to $48.709/MWh

The following table presents the activity for the Power Swaps for the period ended September 30, 2025:


			2025
Balance at beginning of period, net	$	(10,168)
Unrealized loss on power swaps			821
Balance at end of period, net	$	(9,347)

(5)Project Debt

On November 10, 2015, the Company entered into a $532.0 million floating rate construction and term loan facility to finance the construction of the project and a $60.0 million working capital facility (together the Project Debt).

On April 4, 2023, the Company entered into a Credit Agreement (Refinance Agreement) with multiple lenders for a new Term loan facility in the amount of $432.6 million and a working capital loan facility in the amount of $30.0 million. The proceeds from the Refinance Agreement were used to pay off the original term loan facility. This replaced the Project Debt with new loan terms and interest rates. One lender from the original term loan facility rolled over the principal amount of $21.0 million to be deemed borrowed under the refinance agreement. The rollover did not result in an actual exchange of cash.

Due to the majority of new lenders and materially different terms on the new loan this transaction was treated as an extinguishment of the original project debt and placement of new debt for these financial statements. The unamortized deferred financing costs of $1.9 million from the original project debt were written off as part of extinguishment, the Company recorded to deferred financing cost amortization expense in the statements of operations.

The Project Refinance Agreement contains certain restrictive covenants that, among other things, limit the Company’s ability to incur additional indebtedness, maintain reserve accounts, make distributions, and the requirement to hedge the majority of interest rate risk.

The working capital facility has two primary uses: (i) to issue letters of credit and (ii) make working capital loans. Any working capital loans drawn pay interest at SOFR +400 bps and must be fully repaid by the fifth anniversary of the closing date. Repayments of working capital loans may be re-borrowed after the working capital loan has been repaid.

As of September 30, 2025 and December 31, 2024, the Company has debt outstanding as follows:


			September 30, 2025			December 31, 2024	Interest Rate
Term loan facility	$	345,669		$	387,184		Variable
Working capital loan facility			-			-	Variable
Total outstanding balance			345,669			387,184
Less: deferred financing costs (net)			(6,344)			(9,003)
Less: current portion of project loan			(4,400)			(4,400)
Total project loan	$	334,925		$	373,781

F-12

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)

The principal and interest payments on the Project Refinancing Agreement are made quarterly on March 31, June 30, September 30, and December 31 of each year. The amount of these payments includes a mandatory principal payment in addition to a cash sweep mechanism for additional principal payments calculated on a quarterly basis. As of September 30, 2025 and December 31, 2024, the fair market value of the debt was $350 million and $393 million, respectively. For the three and nine months ended September 30, 2025, the amount of interest cost incurred on the current Project Debt was $7.3 million and $27.1 million, respectively.

The annual maturities of the Refinance Agreement based on mandatory principal payments as of September 30, 2025 are as follows:


2025 (remaining three months)	$	1,100
2026			4,400
2027			4,400
2028			4,400
2029			331,369
Thereafter			-
Total	$	345,669

(6)Derivative Instruments and Hedging Activities

The Company uses interest rate derivative instruments to manage its exposure to changes in the interest rate on its variable rate debt instruments. In addition, from time to time the Company uses power swaps to manage its merchant power price risk.

By using derivative financial instruments to hedge exposures to changes in interest rates and fluctuating power prices the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty, and therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering transactions with high-quality counterparties.

Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates or merchant power prices. The market risk associated with interest-rate contracts and power swap contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

The tables listed below provide a reconciliation of the beginning and ending net balances for the derivative instruments measured at fair value. All interest rate swaps are classified as Level 2 in the fair value hierarchy and all power swaps are classified as Level 3 in the fair value hierarchy:

F-13

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)


			Three Months Ended September 30, 2025
			Gas Derivatives (Level 2)			Interest Rate Derivatives (Level 2)			Power Derivatives (Level 3)			Total Derivatives
Realized and unrealized gains (losses):
Settlements	$	(1,567)		$	511		$	4,805		$	3,749
Fair value adjustments			1,916			(464)			1,916			3,368
Total gains (losses)	$	349		$	47		$	6,721		$	7,117

Statement of operations recognition:
Revenue	$	-		$	-		$	6,721		$	6,721
Fuel expense			349									349
Interest expense			-			47			-			47
Total gains (losses)	$	349		$	47		$	6,721		$	7,117


			Nine Months Ended September 30, 2025
			Gas Derivatives (Level 2)			Interest Rate Derivatives (Level 2)			Power Derivatives (Level 3)			Total Derivatives
Realized and unrealized gains (losses):
Settlements	$	(1,567)		$	1,614		$	3,742		$	3,788
Fair value adjustments			(50)			(4,816)			821			(4,044)
Total gains (losses)	$	(1,617)		$	(3,202)		$	4,563		$	(256)

Statement of operations recognition:
Revenue	$	-		$	-		$	4,563		$	4,563
Fuel expense			(1,617)			-			-			(1,617)
Interest expense			-			(3,202)			-			(3,202)
Total gains (losses)	$	(1,617)		$	(3,202)		$	4,563		$	(256)

For the three and nine months ended September 30, 2025 the Company received $0.5 million and $1.6 million of interest swap settlements, which were recognized on the statement of operations.

(a)Interest Rate Swaps

On March 28, 2023, the Company terminated and settled its existing interest rate swap agreements, as part of the Refinance Agreement (see Note 5). As part of the settlement of the existing interest rate swap agreements, the Company received $2.0 million for early redemption recorded as a reduction to interest expense. The Company entered into new interest rate swaps whose combined notional value which represent at least 75% of the outstanding principal of the Project Debt at all times. The interest rate swaps are in effect from June 30, 2023 to December 31, 2029 and effectively convert the floating rate for the hedged portion of the Project Refinanced Agreement to a fixed interest rate between 3.45% and 3.75%.

F-14

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)

(b)Commodity Swaps

During 2023 and 2024 the Company entered into various Commodity Swap Transactions. These swaps lock in various fixed pricing of the Projects output. The notional volume of the Company's open derivative transactions is 2,393,550 megawatt-hours (MWh) for the period ended September 30, 2025.

The following table summarizes the fair value within the derivative instrument valuation on the balance sheets as of September 30, 2025 and December 31, 2024:


			September 30, 2025			December 31, 2024
Balance sheet location:
Derivatives not designated as hedging instruments:
Current assets	$	815		$	1,582
Noncurrent assets			155			2,402
Current liabilities			(8,657)			(2,991)
Noncurrent liabilities			(2,545)			(7,181)
Total derivatives not designated as hedging instruments			(10,232)			(6,188)
Total derivatives	$	(10,232)		$	(6,188)

(7)Related Party Transactions

(a)Administrative Management Agreement (AMA)

The Company executed an AMA with Caithness Freedom Administrative Management, LLC on November 10, 2015 to act as an independent contractor who performs operational management and general administrative services. The services and fees under the AMA began on January 1, 2018 and continue throughout the operating period of the Project. The Company pays an annual fee of $2.0 million, which will be subject to annual increases based on the Consumer Price Index increase for the immediately preceding 12-month period. For the three and nine months ended September 30, 2025, the AMA fees of $0.6 million and $1.9 million respectively were incurred and recorded in general and administrative expenses in the statements of operation.

(b)Amounts Due from and Due to Related Parties

Amounts due to related parties pertain to payments of normal course of business expenses paid on behalf of the Company and intercompany loans. The Company currently does not have amounts due to or due from related parties as of September 30, 2025 and December 31, 2024.

(8)Commitment and Contingencies

(a)Letters of Credit

In 2023 and 2024, the Company obtained Letters of Credit (LOC) under the working capital facility to satisfy the obligations for various site permit requirements. On December 31, 2024 the Commodity Hedging LOC was no longer necessary and was returned to the working capital facility.

The Company pays commitment fees in connection with the undrawn balance of the working capital facility. For the three and nine months ended September 30, 2025, the LOCs and commitment fees, were $0.2 million and $0.7 million, respectively, which are included in interest expense on the statements of operations.

The table below summarizes the Company’s commitment fees as of September 30, 2025:

F-15

MOXIE FREEDOM LLC

Notes to Condensed Financial Statements

(Unaudited)


			September 30, 2025
			Committed amount	Fee percentage
Working capital commitment fee	$	6,500		0.625	%

(b)Legal Matter

In September 2025, the Company received notice from an unrelated third party alleging breach of contract. The Company has conducted a review of the case and consulted with legal counsel. Based on the information currently available, the Company believes that the claims are without merit and intends to vigorously defend against them. At this time, no reserve has been recorded in the financial statements for potential liabilities related to this litigation, as management does not expect any material adverse impact on the Company's financial position or results of operations.

(c)Operation and Maintenance Agreement (OMA)

On November 10, 2015, the Company entered into an OMA with Ethos Energy Power Plant Services, LLC (EEP), to provide for the operation and maintenance of the Facility. EEP provides appropriate staffing and perform the day-to-day operations, routine testing, maintenance, repair of the Facility, and other services required for electrical energy production. EEP procures all goods, services, accessories, consumables, parts, and equipment as needed to perform their duties as operator and receives payment for all payroll costs for on-site staffing as well as an annual fee to cover all costs to perform their duties as operator. The OMA is due to expire on the earlier of (i) five years after the Operational Phase, subject to extension upon mutual agreement of the Company and EEP and (ii) termination of the agreement by the Company or EEP. The terms of the OMA permit the Company to terminate the agreement at any time during the Operational Phase without cause upon giving 60 days’ written notice to EEP.

Contract pricing under the terms of the OMA are as follows:

•Mobilization Phase: $20 thousand each month with an expected total of $0.2 million, plus reimbursement of payroll costs and other operating expenses

•Operational Phase: $0.3 million annual fees, paid in $25 thousand monthly installments, plus reimbursement of payroll costs and other operating expenses

The OMA also provides for an annual performance adjustment, which, if positive, shall consist of a payment by the Company to EEP or, if negative, shall consist of a payment from EEP to the Company. The terms of the performance adjustment are as follows:

•Annual base amount of $0.2 million, escalated by the change in the CPI compared to the CPI at the date of the OMA execution.

•Consideration of operator performance in safety, environmental, budget compliance and facility availability (all as defined in the OMA).

For the three and nine months ended September 30, 2025, the fees expensed were $1.0 and $3.4 million, respectively.

(d)Contract Service Agreement (CSA)

On September 17, 2015, the Company entered into a CSA with General Electric International, Inc., pursuant to which they will provide parts and services for the installed gas turbines. The CSA will cover maintenance, repair of collateral damage, initial spare parts, monitoring systems, unscheduled outage obligations, nonhazardous cleanup, and permits having to do with the installed turbines.

F-16

The term of the CSA is for 20 years with no option to terminate by either party without penalty. Minimum payments required under the contract vary by year totaling $27.0 million from 2024 through 2030 excluding direct costs and variable fees.

(e)Contract for Sale and Purchase of Natural Gas (GSA)

On August 7, 2015, the Company entered into the GSA with South Jersey Resources Group, LLC (SJRG) for the firm supply and transportation of up to 157,000 MMBtu of natural gas to the project for a period of 10 years from the in-service date. In 2015, the Company elected ASC 815 scope except for normal purchase-normal sale. SJRG will procure gas from Cabot Oil & Gas and sell it to the Project using a three-tranche pricing formula:

Pursuant to the terms of the agreement, the Project must bid all available energy (consistent with 150,000 MMBtus of gas) into the PJM Interconnection, LLC (PJM) day-ahead market. If the unit is unavailable to generate energy, there is no gas purchase requirement.

For the three and nine months ended September 30, 2025, the Company incurred expenses of $36.1 million and

$118.9 million, respectively, which have been recorded as fuel expense.

(f)Interconnection Service Agreement (ISA)

On November 6, 2015, PJM and PPL Electric Utilities Corporation executed an ISA with the Company to allow the Facility to connect to PJM’s transmission system with 980 MW of capacity interconnections rights. The Facility is interconnected to the PJM grid through a new 500-kilovolt switchyard along the Susquehanna-Lackawanna 500-kilovolt line. The substation and transmission system upgrades cost $34.5 million, which were capitalized to property, plant, and equipment Effective February 24, 2022, PJM and PPL Electric Utilities Corporation executed a revised ISA with the Company to allow the Facility to connect to PJM’s transmission system for an additional 65 MW for a total of 1,045 MW of capacity interconnections rights.

(9)Subsequent Events

Subsequent events have been evaluated and disclosed as required through the report issuance date of November 26, 2025.

F-17

Ex. 99.5

GUERNSEY POWER HOLDINGS, LLC AND SUBSIDIARY

Interim Financial Statements

For the Three and Nine Months Ended September 30, 2025

(Unaudited)

Index

For the Three and Nine months ended September 30, 2025


INDEPENDENT AUDITORS' REPORT

CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2025 (UNAUDITED)			F-2

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)			F-3

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBER’S CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)			F-4

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED)			F-5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			F-6 to F-19

[KPMG LOGO]

KPMG LLP

Suite 4000

1735 Market Street

Philadelphia, PA 19103-7501

Independent Auditors’ Review Report

The Member

Guernsey Power Holdings, LLC:

Results of Review of Condensed Consolidated Interim Financial Information

We have reviewed the condensed consolidated financial statements of Guernsey Power Holdings, LLC and its subsidiary (the Company), which comprise the condensed consolidated balance sheet as of September 30, 2025, the related condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2025, and the related condensed consolidated statements of cash flows and changes in Member’s Capital for the nine-month period ended September 30, 2025, and the related notes (collectively referred to as the condensed consolidated interim financial information).

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial information for it to be in accordance with U.S. generally accepted accounting principles.

Basis for Review Results

We conducted our review in accordance with auditing standards generally accepted in the United States of America (GAAS) applicable to reviews of interim financial information. A review of condensed consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. A review of condensed consolidated interim financial information is substantially less in scope than an audit conducted in accordance with GAAS, the objective of which is an expression of an opinion regarding the financial information as a whole, and accordingly, we do not express such an opinion. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our review. We believe that the results of the review procedures provide a reasonable basis for our conclusion.

Responsibilities of Management for the Condensed Consolidated Interim Financial Information

Management is responsible for the preparation and fair presentation of the condensed consolidated interim financial information in accordance with U.S. generally accepted accounting principles and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of condensed consolidated interim financial information that is free from material misstatement, whether due to fraud or error.

Report on Condensed Consolidated Balance Sheet as of December 31, 2024

We have previously audited, in accordance with GAAS, the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of operations, cash flows, and changes in member’s capital for the year then ended (not presented herein); and we expressed an unmodified audit opinion on those audited consolidated financial statements in our report dated April 7, 2025. In our opinion, the accompanying condensed consolidated balance sheet of the Company as of December 31, 2024 is consistent, in all material respects, with the audited consolidated financial statements from which it has been derived.


/s/ KMPG LLP
Philadelphia, Pennsylvania
November 26, 2025

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)


			September 30, 2025			December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	1,475		$	1,711
Restricted cash			61,459			10,936
Current portion of derivative assets			15,980			20,017
Accounts receivable			29,479			18,483
Prepaid expenses and other current assets			4,223			6,064
Total current assets			112,616			57,211

Long term portion of derivative assets			12,105			29,629
Property, plant & equipment			1,344,063			1,380,923
Land			23,474			23,474
Other assets			21,888			20,944
Total assets	$	1,514,146		$	1,512,181

Liabilities and Members’ Capital
Current liabilities
Accounts payable and accrued expenses	$	26,828		$	24,527
Due to related party			134			100
Current portion of project loan and subordinated loan			56,094			54,798
Current portion of derivative liabilities			22,384			14,221
Total current liabilities			105,440			93,646

Other liabilities			5,000			10,000
Derivative liabilities			3,296			10,666
Project loan			733,128			775,512
Total liabilities			846,864			889,824

Members’ capital			667,282			622,357
Total member's Capital			667,282			622,357
Total liabilities and members’ capital	$	1,514,146		$	1,512,181

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Condensed Consolidated Statement of Statements of Operations

(Unaudited)

(in thousands)


			Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025
Revenue:
Electricity sales	$	190,244		$	437,006
Total revenue			190,244			437,006

Operating expenses:
Fuel expenses			89,230			241,735
Plant operating expenses			8,723			23,099
General and administrative expense			1,251			3,874
Depreciation expense			12,168			36,504
Total operating expenses			111,372			305,212

Operating income			78,872			131,794

Other expenses:
Interest expense			15,869			56,497
Deferred financing cost amortization expense			1,194			3,595
Total other expenses			17,063			60,092

Net income	$	61,809		$	71,702

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Condensed Consolidated Statement of Changes in Member’s Capital

(Unaudited)

(in thousands)


			Total Member's Capital
Member’s capital at December 31, 2024	$	622,357
Net income			71,702
Equity distributions			(26,777)
Member’s capital at September 30, 2025	$	667,282

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Condensed Consolidated Statement of Cash Flows

(Unaudited)

(in thousands)


			Nine Months Ended September 30, 2025
Cash flows from operating activities:
Net income	$	71,702
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense			36,504
Deferred financing cost amortization expense			3,595
Unrealized loss on power swaps			862
Unrealized loss on interest rate swaps			21,492
Change in operating assets and liabilities:
Accounts receivable			(10,996)
Prepaid and other assets and liabilities			(4,103)
Accounts payable and accrued liabilities			2,657
Amounts due to related parties			34
Net cash provided by operating activities			121,747

Cash flows from financing activities:
Proceeds/repayment of project debt, net			(44,683)
Distributions to partners			(26,777)
Net cash used in financing activities			(71,460)

Net change in cash and cash equivalents			50,287
Cash, restricted cash and cash equivalents at beginning of year			12,647
Cash, restricted cash and cash equivalents at end of year	$	62,934

Supplemental cash flow information:
Cash paid for interest	$	32,764

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1)Organization and Operation of the Company

Guernsey Power Holdings, LLC (GPH or the Company) was formed on July 12, 2016, as a Delaware limited liability company, to act as a holding company for Guernsey Power Station, LLC (the Project Company), which was formed to develop, finance, construct, own, and operate a gas fired combined cycle power generation facility with a capacity of approximately 1,875 megawatts (MW) located in Guernsey County, Ohio (the Project or Facility). The Company is wholly owned by Caithness Apex Guernsey, LLC (Member), and is governed by a limited liability company agreement that contains customary industry terms.

On August 29, 2019, Caithness Guernsey Holdings, LLC (CGH) an indirect owner of the Company made non-cash contributions to the Company in an amount equal to $19.8 million, which consisted of (i) $16.7 million which represents the amount owed to CGH in accordance with the Project Development Loan and Development Service Agreement (DSA), which was deemed repaid in full at that time and (ii) $2,000, which was a special distribution that was simultaneously contributed to CGH per the DSA and (iii) $1.2 million for additional project development cost. All those costs were recorded at their historical amounts.

The Project Company began development of the Project during 2016 and achieved commercial operations on May 1, 2023. The Project Company secured all land rights, interconnection and transmission rights, and material permits (which are non appealable) required for construction. The Project Company also executed multiple contracts, including, but not limited to, the following: the Operation and Maintenance Agreement (OMA), Purchase of Power Generation Equipment and Related Services (ESA), the Assignment, Assumption and Consent Agreement, Contractual Service Agreement (CSA), Firm Gas Transportation Agreements (GTA) Contracts for the Sale and Purchase of Natural Gas (GSA), and the Engineering Procurement and Construction Contract (EPC) (note 8).

On August 29, 2019, the Company along with its owners entered into an Equity Contribution Agreement and Guarantee (ECCA) that established guarantees to provide additional funding for the project to reach completion. These contributions which ended on March 30, 2023, along with the Project Debt (note 5) were used to fund the construction of the Facility.

On July 17, 2025, Talen Energy entered into an agreement to acquire the Moxie Freedom Energy Center in Salem Township, Pennsylvania, and the Guernsey Power Station in Ohio from Caithness Energy for approximately $3.5 billion. The acquisitions closed on November 25, 2025. No adjustments have been made to the condensed consolidated financial statements as of September 30, 2025 related to these transactions.

(2)Summary of Significant Accounting Policies

(a)Basis of Accounting and Presentation

(b)Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

(c)Accounts Receivable and Revenue Recognition

F-6

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The PJM Base Residual Auction (BRA) for the 2025/2026 PJM Capacity Year was held in July 2024. The Company cleared a total of 1,395 MW at a clearing price of $269.92 per MW-day for the PJM RTO locational delivery areas.

As of September 30, 2025, the expected future period capacity revenues subject to unsatisfied or partially unsatisfied performance obligations were:


			2025 (a)			2026			2027
Expected capacity revenues (b)	$	28,994		$	140,060		$	—

(a)Estimated for the period from October 1, 2025 through December 31, 2025.

(b)Expected capacity revenue represents cleared capacity MWs and prices in PJM BRAs through May 2027.

The Company’s revenue includes sales from commodity contracts with Large Creditworthy Financial Institutions (collectively known as Power Swaps), that are accounted for under ASC 815, Derivatives and Hedging (ASC 815). Revenue from commodity contracts primarily relates to forward sales of commodities merchant energy prices, which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying (e.g. the price of gas), a notional amount (e.g. tons), no initial net investment and can be net settled since the commodity is readily convertible to cash. Revenue from commodity contracts is recognized in Electricity sales for the contracted amount when the contracts are settled at a point in time by transferring control of the commodity to the customer, similarly to revenue recognized from contracts with customers under ASC 606. From inception through settlement, these forward sales arrangements are recorded at fair value under ASC 815 with unrealized gains and losses recognized in the respective statement of operations and carried on the condensed consolidated balance sheet as assets or liabilities (see Note 6: Derivative Instruments and Hedging Activities), respectively. Further information about the fair value of these contracts is presented in Note 4: Fair Value Measurements.

The following table represents merchant capacity, energy, settlement of power swaps, and ancillary services for the three and nine months ended September 30, 2025.


			Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025
Contracts earned under 606:
Capacity	$	29,139		$	45,910
Energy			152,033			387,250
Ancillary sales			1,547			3,444

Contracts earned under 815:
Realized gain (loss) on derivative instruments			2,372			1,265
Unrealized gain (loss) on derivative instruments			5,153			(863)
	$	190,244		$	437,006

F-7

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(d)Cash and Cash Equivalents

(e)Restricted Cash

Restricted cash and investments are short term in nature and are specifically designated for the Company’s obligations, as defined in the Project Debt footnote (Note 5). Restricted cash represents amounts that are required to be maintained in separate accounts in connection with the Project Debt, significant scheduled construction requirements, and for other general purposes.

All funds are held in highly rated money market accounts, and the carrying value approximates fair value as of September 30, 2025.

(f)Income Taxes

The Company and the Project Company are each disregarded entities for tax purposes. Accordingly, any effect of income taxes is recognized at their indirect parent.

(g)Use of Estimates

(h)Leases

(i)Asset Retirement Obligations

The Company has no legal, constructive, or regulatory obligations related to the closure of the Facility, and accordingly, no asset retirement obligation is recorded in the financial statements.

(j)Impairment of Long-Lived Assets

F-8

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(k)Fair Value of Financial Instruments

(l)Deferred Financing Costs

Deferred financing costs represent costs to obtain long-term financing and are amortized using the effective-interest method over the term of the related debt. Deferred financing costs have been netted against long-term project debt (Note 5) and at September 30, 2025 consist of the following:


			September 30, 2025			December 31, 2024
Gross carrying amount	$	22,378		$	32,120
Accumulated amortization			(12,343)			(18,491)
Balance at end of period	$	10,035		$	13,629

The related amortization expense for the three and nine months ended September 30, 2025 was $1.2 million and $3.6 million, respectively.

(m)Derivative and Hedging Activities

(n)Concentration of Credit Risk

(o)Property, Plant, and Equipment, Net

F-9

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table provides the depreciable lives used for each asset class:


Balance of plant			30 years
Buildings and other assets			5-25 years

(p)Materials and Supplies

Materials and supplies in the amount of $1.2 million and $1.1 million as of September 30, 2025 and December 31, 2024, respectively, is stated at the lower of the average cost or net realizable value. The material and supplies are included in prepaid expenses and other assets on the Company’s condensed consolidated balance sheet.

(q)Interest Expense

Interest payments are reported as interest expense on the statements of operations. Total interest expense was $15.9 million and $56.5 million for the three and nine months ended September 30, 2025, respectively. Interest expense includes interest on debt, interest rate swap settlements and corresponding changes in fair value.

(3)Property, Plant, and Equipment, Net

Property, plant, and equipment, net at September 30, 2025 consists of the following:


			September 30, 2025			December 31, 2024
Plant and equipment in service	$	1,461,688		$	1,462,045
Work in process			—			-
Total			1,461,688			1,462,045
Less: accumulated depreciation			(117,625)			(81,122)
Total property, plant, and equipment, net	$	1,344,063		$	1,380,923

Depreciation expense was $12.2 million and $36.5 million for the three and nine months ended September 30, 2025, respectively.

(4)Fair Value Measurements

F-10

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following tables set forth by level within the fair value hierarchy the financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2025 and December 31, 2024. These financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the fair value of assets and liabilities and their placement within the fair value hierarchy levels, as follows:


			September 30, 2025
			Level 1			Level 2			Level 3			Total
Derivative assets:
Revenue put	$	-		$		-	$		7	$		7
Power swap			-			-			451			451
Interest rate swap			-			27,627			-			27,627
Total assets measured at fair value	$	-		$		27,627	$		458	$		28,085

Derivative liabilities:
Power swap	$	-		$	-		$	25,680		$	25,680
Total liabilities measured at fair value	$		-	$		—	$		25,680	$		25,680


			December 31, 2024
			Level 1			Level 2			Level 3			Total
Derivative assets:
Revenue put	$	-		$		-	$		488	$		488
Power swap			-			-			40			40
Interest rate swap			-			49,118			-			49,118
Total assets measured at fair value	$	-		$		49,118	$		528	$		49,646

Derivative liabilities:
Power swap	$	-		$	-		$	24,887		$	24,887
Total liabilities measured at fair value	$		-	$		-	$		24,887	$		24,887

The valuation techniques used to measure the fair value of the Level 2 Interest Rate Swaps above in which the counterparties have high credit ratings were derived using the income approach from discounted cash flow pricing models, with all significant inputs derived from or corroborated by observable market data. The Company’s discounted cash flow techniques use observable market inputs, such as LIBOR-based yield curves in the past and SOFR-based yield curves going forward.

The Power swaps referenced above have been designated as Level 3 derivative financial instruments due to their illiquidity. Level 1 and Level 2 power swaps are designated as such when delivering to a liquid power node. The power node in which the Company delivers energy has no broker or InterContinental Exchange quotes available, no bid/ask from brokers and no information on where broker last saw inter and intra-market spreads and their knowledge of year-on-year calendar spreads. The power node prices for the Company are derived by assessing more liquid zones for correlation, basis in the Fixed Transmission Rights market, and forward projections based on historical assessment. The power swaps have been entered into with counterparties with high credit ratings.

The Revenue Put referenced above has been designated as a Level 3 derivative financial instrument due to its illiquidity.

F-11

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(a)Additional Information Regarding Level 3 Measurements

For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations for contracts with tenors that extend into periods with no observable pricing. The Company would include the Revenue Put, which, given the inputs listed below, would have a direct impact on the fair value if they were adjusted. The significant unobservable inputs used in the fair value measurement of the Revenue Put Option and Power Swaps as of September 30, 2025 and December 31, 2024 are as follows:

Range of Significant Unobservable Inputs

Level 3 Financial Instruments

Significant Unobservable Inputs by Valuation Technique

September 30, 2025

December 31, 2024

Revenue Put

Power Price

$49.14/MWh

$45.71/MWh

Gas Price

$3.06/MMBTU

$2.978/MMBTU

Power Volatility

45%

Gas Volatility

25%

28%

Power Swap

Power Price

$41.923/MWh to $57.966/MWh

$42.318/MWh to $269.92/MWh

The following table presents the activity for the Revenue Put Option for the period ended September 30, 2025:


			2025
Balance at beginning of period, net	$	488
Unrealized gain on revenue put			(481)
Balance at end of period, net	$	7

The following table presents the activity for the Power Swaps for the period ended September 30, 2025:


			2025
Balance at beginning of period, net	$	(24,847)
Unrealized loss on power swaps			(382)
Balance at end of period, net	$	(25,229)

(b)Valuation Techniques

The fair value measurement accounting guidance describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach, (2) income approach, and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on current market expectations of the return on those future amounts.

F-12

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company measures its interest rate swaps, power derivatives, gas swaps, and revenue put at fair value on a recurring basis. The fair value of its interest rate swap derivatives is determined using the income approach. The Company utilizes a standard model and observable inputs to estimate the fair value of the interest rate swaps.

The fair value of its Revenue Put Option is determined using the income approach based on externally developed models and methodologies utilizing significant inputs that are less readily observable from objective sources. The Company performs analytical procedures and makes comparisons to third-party information when available in order to assess the reasonableness of the fair value.

(5)Long-Term Debt

The Company’s long-term debt is nonrecourse to the Member, which includes the following terms:


		September 30, 2025	Maturity Date	Interest Rate	Payments		Fair Market Value as of September 30, 2025
Term loan facility	$	799,257	October 31, 2027	Various	Quarterly (Mar 31, Jun 30, Sept 30, Dec 31)	$	799,439
Total outstanding balance		799,257				$	799,439
Less: deferred financing costs (net)		(10,035)
Less: current portion of project loan		(56,094)
Total project loan	$	733,128


		December 31, 2024	Maturity Date	Interest Rate	Payments		Fair Market Value as of December 31, 2024
Term loan facility	$	843,939	October 31, 2027	Various	Quarterly (Mar 31, Jun 30, Sept 30, Dec 31)	$	843,939
Total outstanding balance		843,939				$	843,939
Less: deferred financing costs (net)		(13,629)
Less: current portion of project loan		(54,798)
Total project loan	$	775,512

On August 29, 2019, the Company entered into a $950.0 million floating rate Construction and Term Loan Facility (CT Loan) to finance the construction of the Project and a $125.0 million Revolving Credit/Letter of Credit Facility (RCF) (collectively known as the Project Debt). The Project Debt did not require principal repayments until the time it was converted from construction loan to term loan.

On May 5, 2023, the Project Debt was converted from a construction loan to a term loan. At such time all terms and requirements under the term loan became effective. On June 4, 2023, the Company amended the Project Debt documents to reference SOFR and remove LIBOR.

F-13

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The RCF has two primary uses: (i) to issue letters of credit and (ii) make working capital loans. Any working capital loans drawn require interest payments at SOFR +351 bps that must be fully repaid for five consecutive days during a twelve month period (“WC Clean Up”). Repayments of working capital loans may be borrowed again after the WC Clean Up is satisfied. As of September 30, 2025, there were no draws against the RCF.

The Project Debt agreements contains certain restrictive covenants that, among other things, limit the Company’s ability to incur additional indebtedness, maintain reserve accounts, make distributions, and the requirement to hedge the majority of interest rate risk. The Project Debt was being drawn, subject to the satisfaction of certain conditions precedent, on a monthly basis during the available draw period.

The annual maturities of the long term Project Debt based on the schedule of targeted principal payments as of September 30, 2025 are as follows:


2025 (remaining three months)	$	10,115
2026			50,896
2027			738,246
2028			-
2029			-
Thereafter			-
Total	$	799,257

(6)Derivative Instruments and Hedging Activities

F-14

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)



			Three Months Ended September 30, 2025
			Gas Derivatives (Level 2)			Interest Rate Derivatives (Level 2)			Power Derivatives (Level 3)			Revenue Put (Level 3)			Total Derivatives
Realized and unrealized gains (losses):
Settlements	$	-		$	5,451		$	2,372		$	-		$	7,823
Fair value adjustments			(2,173)			(4,224)			7,491			(2,338)			3,103
Total gains (losses)	$	(2,173)		$	1,227		$	9,863		$	(2,338)		$	10,926

Statement of operations recognition:
Revenue	$	-		$	-		$	9,863		$	(2,338)		$	7,525
Fuel expense			(2,173)			-			-			-			2,173
Interest expense			-			1,227			-			-			1,227
Total gains (losses)	$	(2,173)		$	1,227		$	5,118		$	(2,338)		$	10,926


			Nine Months Ended September 30, 2025
			Gas Derivatives (Level 2)			Interest Rate Derivatives (Level 2)			Power Derivatives (Level 3)			Revenue Put (Level 3)			Total Derivatives
Realized and unrealized gains (losses):
Settlements	$	—		$	16,506		$	1,256		$			$	17,771
Fair value adjustments			—			(21,492)			(382)			(481)			(22,354)
Total gains (losses)	$	—		$	(4,985)		$	883		$	(481)		$	(4,583)

Statement of operations recognition:
Revenue	$	-		$	-		$	883		$	(481)		$	402
Fuel expense			—			-			-			-			—
Interest expense			-			(4,985)			-			-			(4,985)
Total gains (losses)	$	—		$	(4,985)		$	883		$	(481)		$	(4,583)

Three and nine months ended September 30, 2025 the Company received $5.5 million and $16.5 million of interest swap settlements, which were recognized on the statement of operations.

(a)Interest Rate Swaps

On August 29, 2019, the Company entered into four interest rate swap agreements, each with the same terms, which are the forecasted interest payments for 75% of the expected outstanding Project Debt under the credit facility. The interest rate swaps are in effect from June 30, 2021, to October 31, 2027 and effectively convert the floating rate for the hedged portion of the Project Debt to a fixed interest rate. The interest rate swaps are derivative financial instruments and are recorded on the balance sheet at fair value. The following table summarizes the interest rate swap rates:

F-15

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)


			Period 9/29/2023 - term
Institution:
Credit Agricole			1.226%
Societe Generale			1.211%
Nomura			1.218%
Investec			1.228%

The following table summarizes the fair value within the derivative instruments valuation on the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024:


			September 30, 2025			December 31, 2024
Balance sheet location:
Derivatives not designated as hedging instruments:
Current assets	$	15,980		$	20,107
Noncurrent assets			12,105			29,629
Current liabilities			(22,384)			(14,221)
Noncurrent liabilities			(3,296)			(10,666)
Total derivatives not designated as hedging instruments			2,405			24,759
Total derivatives	$	2,405		$	24,759

(b)Commodity Derivatives

During 2023 and 2024 the Company entered into various Commodity Swap Transactions. These swaps lock in various fixed pricing of the Projects output. The notional volume of the Company's open derivative transactions is 6,063,720 megawatt-hours (MWh) as of September 30, 2025. The commodity swaps are derivative financial instruments and are recorded on the condensed consolidated balance sheets at fair value.

The Company also executed a Revenue Put, on August 29, 2019 with Morgan Stanley Capital Group (Morgan Stanley), who was paid a one time $35.0 million option premium in exchange for a revenue guarantee of $26.0 million in annual energy margin of 500 MW for the five annual periods starting on September 1, 2022. At the end of each quarter, a proxy energy margin for 500 MW of capability is calculated based upon a defined PJM proxy power price less calculated operating costs based on a proxy gas price index applied to a theoretical plant heat rate with defined O&M cost adders. If the quarterly calculated energy margin is less than $6,500, Morgan Stanley pays the Company the shortfall amount. At the end of each annual period the quarterly payments are trued up so that Morgan Stanley meets but does not exceed the $26.0 million annual energy margin for that period. The Company is not required to pay Morgan Stanley any excess revenue with the exception of reimbursement of the amount that the sum of the quarterly payments exceeds the $26.0 million annual revenue strike. The initial one time payment was classified as a long-term derivative asset on the accompanying balance sheet. For the three and nine months ended September 30, 2025, the Company recorded an unrealized loss in the condensed consolidated statement of operations of $2.3 million and $0.5 million, respectively, related to the Revenue Put.

F-16

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(7)Related Party Transactions

(a)Administrative Management Agreement (AMA)

The Company executed an AMA with Caithness Guernsey Administrative Management, LLC on August 29, 2019 to act as an independent contractor who will perform operational management and general administrative services. The services and fees under the AMA, began on August 1, 2022 and continue throughout operations of the Project. The Company will pay an annual fee of $3.0 million for performance under the AMA, with the monthly fee subject to annual increases based on the Consumer Price Index increase for the immediately preceding 12-month period. For the three and nine months ended September 30, 2025, the Company incurred $0.9 million and 2.8 million, respectively, which was expensed in general administrative expenses on the condensed consolidated statement of operations.

(b)Amounts Due From and Due To Related Parties

Amounts due to related parties pertain to payments of normal course of business expenses paid on behalf of the Company and intercompany loans. The amounts due to related parties as of September 30, 2025 and December, 31, 2024 are comprised of the following:


			September 30, 2025	December 31, 2024
Caithness Services, LLC	$	5		5
Caithness Energy, LLC			129	95
	$	134		100

(8)Commitment and Contingencies

The Company routinely obtains Lines of Credit (LOCs) to satisfy the obligations for various requirements. The table below summarizes the LOC outstanding as of September 30, 2025 and December 31, 2024:


			September 30, 2025					December 31, 2024
Fee Description			LOC Amount	Fee Percentage				LOC Amount	Fee Percentage
Capacity Hedges LOC	$	18,608		3.25	%	$	18,608		3.25	%
Rex Gas Transportation LOC			3,075	3.25	%			3,075	3.25	%
DSR LOC			51,000	3.25	%			57,000	3.25	%

The table below summarizes the Company’s commitment fee as of September 30, 2025 and December 31, 2024:


	September 30, 2025				December 31, 2024
Fee Description	Committed Amount		Fee Percentage		Committed Amount		Fee Percentage
Working capital facility commitment fee	$	52,318	0.6250	%	$	46,318	0.6250	%

The Company also pays a .125% fronting fee associated with the LOCs. For the three and nine months ended September 30, 2025, the LOCs and commitment fees were $0.8 million and $2.2 million which was included in interest expense on the statements of operations.

(a)Operation and Maintenance Agreement (OMA)

F-17

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

On May 13, 2019, the Company entered into an OMA with Ethos Energy Power Plant Services, LLC (EEP), which provides for the operation and maintenance of the Facility. Prior to COD, EEP performed all the necessary services to bring the Facility to commercial operations (the Mobilization Phase), including recruiting and staffing, budgeting, developing and administering necessary operations programs, and all other services needed to assist the Company with accepting the Facility from the EPC contractor. Subsequent to the Mobilization Phase is the Operational Phase, where EEP provided appropriate staffing and performs the day-to-day operations, routine testing, maintenance, repair of the Facility, and other services required for electrical energy production. EEP will procure all goods, services, accessories, consumables, parts and equipment, as needed to perform their duties as operator and will receive payment for all payroll costs for on-site staffing as well as an annual fee to cover all costs to perform their duties as operator. The OMA is due to expire on the earlier of (i) 5 years after the Operational Phase, subject to extension upon mutual agreement of the Company and EEP and (ii) termination of the agreement by the Company or EEP. The terms of the OMA permit the Company to terminate the agreement at any time during the Operational Phase without cause upon giving 60 days’ written notice to EEP.

Contract pricing under the terms of the OMA are as follows:

•Mobilization Phase: $10 thousand each month, plus reimbursement of payroll costs and other operating expenses

•Operational Phase: $0.3 million annual fee paid in 12 monthly installments, plus reimbursement of payroll costs and other operating expenses.

The OMA also provides for an annual performance adjustment, which if positive, will consist of a payment by the Company to EEP or if negative, will consist of a payment from EEP to the Company. The terms of the performance adjustment are as follows:

•Annual base amount of $0.2 million, escalated.

•Consideration of Operator performance in Safety, Environmental and Budget compliance and Facility Availability (all as defined in the OMA).

For the three and nine months ended September 30, 2025, the fees expensed were $1.1 million and $3.5 million, respectively.

(b)Contract Service Agreement (CSA)

On June 28, 2019, the Company entered into a CSA with General Electric International, Inc. (GEI), pursuant to which they will provide certain parts and services for the installed gas turbines, steam turbines generators, and other associated components of the turbines. The CSA will cover maintenance, repair of collateral damage, initial spare parts, monitoring systems, unscheduled outage obligations, non-hazardous clean up and permits having to do with the installed turbines. The initial term of the contract is for 25 years.

The contract includes $20,000 plus escalation paid over four annual payment dates, for the delivery of the initial spare parts. The first payment for the initial spare parts is due when the initial spare parts are received. The initial spare parts were received during 2024 and on October 31, 2024, at which time the first payment of $5.9 million was made. The spare parts associated with the CSA are recorded in other long-term assets on the accompanying balance sheets. The next contract payment of $5.0 million, is included in accrued liabilities and the remaining two payments are included in other long-term liabilities on the accompanying balance sheets.

In addition, there will be a monthly fixed fee of $25 thousand and variable fees of $500 per gas turbine fired hour with an annual 2.5% escalation on both fees.

(c)Contract for Sale and Purchase of Natural Gas and Firm Gas Transportation Agreements (GSA)

F-18

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

On October 9, 2018, the Company entered into the GSA with Equinor Natural Gas, LLC (ENG), which was amended on June 2, 2019, July 8, 2019, July 26, 2019, and July 14, 2022 for the firm supply of up to 160,000 dekatherm (dth)/day of natural gas for a period covering 10 years from the in service date. ENG will have the option to decrease volumes beginning in year 6.

PJM Price for a particular Deemed Power Day (PJM Price) will be the average Day Ahead power price for the Gas Day weighted by hourly gas consumption. The Company must take full contract gas volumes every day. If all or a portion of the plant is in an Excused Outage, then the Company is excused from taking the amount of gas it cannot burn due to the Excused Outage.

On August 22, 2019, the Company entered into a GSA with Shell Energy North America (US), L.P. (SENA) for the firm supply of up to 80,000 dth/day of natural gas for a period of 5 years from the in-service date. The Company must take full contract gas volumes every day but may reduce the volume during an Excused Outage. SENA will also schedule and balance gas supply under the Company’s GTAs. The Company has determined that the price of gas in these contracts is a market price for gas in the location received. The Company has concluded that these long-term gas supply contracts are not derivatives as the price at which they purchase gas is the market price of gas at that location. If this was not a market price and these were derivatives the Company would apply the normal purchase normal sales exclusion as they are using the gas in their operations and do not anticipate any net settlements of gas.

On August 22, 2019, the Company entered into a Fuel Management Services Agreement (FMA) with Shell Energy North America (US), L.P. (SENA) for fuel management and consulting services for a period of 5 years from the in service date. Under the FMA, the Company will pay SENA $5 per dth for managing third-party supplied gas or approximately $24 thousand per month.

On June 20, 2019, the Company entered into a Gas Transportation Agreement with Rockies Express Pipeline LLC (REX) for firm gas transportation for a period of 20 years from the in service date. REX will transport gas from the pipeline receipt points in the Clarington production area to a delivery point at Aspire’s metering station at the plant. Under the REX GTA, the Company will pay REX an annual demand charge of $11.4 million plus variable charges for gas actually transported for the Company.

On December 21, 2017, the Company entered into a Firm Transportation Service Agreement with Aspire Energy Express, LLC (Aspire) for firm gas transportation for a period of 10 years from the in service date. Aspire built and will own and operate a metering station to receive gas from REX at the plant site and deliver it to the Company. Under the Aspire GTA, the Company will pay Aspire an annual demand charge of $1.5 million.

(9)Subsequent Events

Subsequent events have been evaluated and disclosed as required through the report issuance date of November 26, 2025.

F-19

Ex. 99.5

Unaudited Pro Forma Condensed Combined Financial Information

On July 17, 2025, Talen Energy Corporation (“TEC”, “Talen”, or the “Company”), through its wholly owned subsidiary, Talen Generation, LLC, entered into two purchase and sale agreements in contemplation of each other (collectively, the “Purchase Agreements”) with affiliates of Caithness Energy, L.L.C., pursuant to which we agreed to purchase the (i) the Freedom Energy Center, a 1,045 MW (summer rating) natural gas fired combined cycle generation plant located in Luzerne County, Pennsylvania (the “Freedom Acquisition”); and (ii) the Guernsey Power Station, a 1,836 MW (summer rating) natural gas fired combined cycle generation plant located in Guernsey County, Ohio (the “Guernsey Acquisition” and, together with the Freedom Acquisition, the “Acquisitions”). The aggregate purchase price for the Acquisitions was $3.8 billion, in each case as adjusted in accordance with the applicable Purchase Agreement.

On November 25, 2025 (the “Closing Date”), the Company consummated the Acquisitions and related transactions pursuant to the Purchase Agreements (the “Closing”) and acquired all of the issued and outstanding membership interests in (i) Moxie Freedom LLC, a Delaware limited liability company and (ii) Guernsey Power Holdings, LLC, a Delaware limited liability company (which owns 100% of the membership interests in Guernsey Power Station LLC, a Delaware limited liability company) (collectively, the “Acquired Entities”).

In connection with the Acquisitions, the Company completed the following financing transactions (“Financing Transactions”):

▪Unsecured Notes Issuances. In October 2025, issued in private offerings and each at par: (i) $1.4 billion in aggregate principal amount of unsecured notes due 2034 and (ii) $1.3 billion in aggregate principal amount of unsecured notes due 2036 (together, the “Unsecured Notes”). The proceeds of the Unsecured Notes were used, together with the net proceeds of the senior secured term loan B credit facility (as discussed below), to fund the Acquisitions.

▪Credit Facility Transactions. In November 2025, several financing transactions became effective concurrently with the Closing:

•TLB-3. Drew in full the $1.2 billion senior secured term loan B credit facility (the “TLB-3”), the proceeds of which, together with the proceeds from the unsecured notes, were used to fund the Acquisitions.

•Revolving Credit Facility (the “RCF”). Increased its existing RCF (including its revolving LC capacity) from $700 million to $900 million.

•Letter of Credit Facility (the “LCF”). Upsized its existing $900 million LCF to $1.1 billion and extended the maturity from December 2026 to December 2027.

The following unaudited pro forma condensed combined financial information of Talen, referred to in this section as the pro forma financial information, is presented to illustrate the effects of the Purchase Agreements and the related Financing Transactions, which are referred to in this section as the pro forma transactions. The unaudited pro forma condensed combined financial information includes an unaudited pro forma condensed combined balance sheet as of September 30, 2025, referred to herein as the pro forma balance sheet, unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025, referred to herein as the pro forma income statements, and accompanying notes, referred to herein as the notes to the pro forma financial statements. The pro forma income statements give effect to the pro forma transactions, which for purposes of the pro forma financial information include the incurrence of approximately $3.8 billion (net of fees) of aggregate indebtedness under the Financing Transactions, as if they had occurred on January 1, 2024, the first day of Talen’s fiscal year ended December 31, 2024. The pro forma balance sheet gives effect to the pro forma transactions as if they had occurred on September 30, 2025.

The pro forma financial information is based on and should be read in conjunction with the following historical financial statements of Talen, Moxie Freedom LLC (“Freedom”) and Guernsey Power Holdings, LLC (“Guernsey”):

•Talen’s historical audited consolidated financial statements and related notes for the year ended December 31, 2024, included in Talen’s annual report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025.

•Talen’s historical unaudited condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2025, included in Talen’s quarterly report on Form 10-Q for the three and nine months ended September 30, 2025, filed with the SEC on November 5, 2025.

•Freedom’s historical audited financial statements and related notes for the year ended December 31, 2024, included in Talen’s current report on Form 8-K filed with the SEC on October 6, 2025.

•Freedom’s historical unaudited condensed financial statements and related notes for the three and nine months ended September 30, 2025, attached as Exhibits 99.2 to the Form 8-K to which this unaudited pro forma condensed combined financial information is attached.

•Guernsey’s historical audited consolidated financial statements and related notes for the year ended December 31, 2024, included in Talen’s current report on Form 8-K filed with the SEC on October 6, 2025.

•Guernsey’s historical unaudited condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2025, attached as Exhibits 99.4 to the Form 8-K to which this unaudited pro forma condensed combined financial information is attached.

The pro forma financial information has been prepared using the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States, referred to as GAAP, in accordance with Accounting Standards Codifications (ASC) 805, Business Combinations. Under the acquisition method of accounting, the preliminary purchase price is allocated to the underlying tangible and intangible assets to be acquired and liabilities assumed based upon their estimated fair values as of the acquisition date, with any excess purchase price allocated to goodwill. Talen has made a preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the Closing Date of the Acquisitions based on Talen’s preliminary valuation of the tangible and intangible assets to be acquired and liabilities assumed in the Purchase Agreements using information currently available. Adjustments to the preliminary amounts may be made in subsequent periods, up to one year from the Closing Date, as information necessary to complete the analysis is obtained. The final valuation of assets acquired and liabilities assumed in the Acquisitions may be materially different than the estimated values assumed in the pro forma financial information.

In accordance with Article 11 of Regulation S-X, the pro forma financial information has been prepared for illustrative and informational purposes only and is not intended to represent what Talen’s results of operations or financial position would have been had the Acquisitions occurred on the dates indicated, or what they will be for any future periods or as of any future date. The pro forma financial information does not reflect the realization of any expected cost savings or other synergies or dis-synergies that may be realized as a result of the Acquisitions.

Unaudited Pro Forma Condensed Combined Balance Sheet

as of September 30, 2025


(Millions of Dollars, except share data)	Historical Talen Energy Corporation		Historical Acquired Entities as Reclassified (a)		Acquisition Accounting Adjustments			Other Accounting Adjustments			Pro Forma Combined
Assets
Cash and cash equivalents	$	497	$	2	$	(3,840)	4(a)	$	3,828	5(a)	$	487
Restricted cash and cash equivalents	—		83		—			—			83
Accounts receivable	180		44		—			—			224
Inventory, net	263		5		—			—			268
Derivative instruments	45		17		(16)		4(d)	—			46
Other current assets	63		4		—			—			67
Total current assets	1,048		155		(3,856)			3,828			1,175
Property, plant and equipment, net	3,075		2,029		2,421		4(e)	—			7,525
Nuclear decommissioning trust funds	1,870		—		—			—			1,870
Derivative instruments	1		12		(12)		4(d)	—			1
Other noncurrent assets	103		—		—			—			103
Total Assets	$	6,097	$	2,196	$	(1,447)		$	3,828		$	10,674

Liabilities and Equity

Long-term debt, due within one year	$	17	$	60	$	(60)	4(b)	$	—		$	17
Accrued interest	53		—		—			—			53
Accounts payable and other accrued liabilities	192		40		34		4(f)	—			266
Derivative instruments	44		31		—			—			75
Other current liabilities	151		—		—			—			151
Total current liabilities	457		131		(26)			—			562
Long-term debt	2,969		1,068		(1,068)		4(b)	3,828		5(a)	6,797
Derivative instruments	37		7		(1)		4(d)	—			43
Contract liabilities	—		—		667		4(g)	—			667
Postretirement benefit obligations	243		—		—			—			243
Asset retirement obligations and accrued environmental costs	477		—		—			—			477
Deferred income taxes	409		—		—			—			409
Other noncurrent liabilities	36		5		—			—			41
Total Liabilities	$	4,628	$	1,211	$	(428)		$	3,828		$	9,239

Stockholders' Equity
Common stock ($0.001 par value 350,000,000 shares authorized) (b)	$	—	$	—	$	—	4(h)	$	—		$	—
Additional paid-in capital	1,726		985		(985)		4(h)	—			1,726
Accumulated retained earnings (deficit)	(249)		—		(34)		4(f)	—			(283)
Accumulated other comprehensive income (loss)	(8)		—		—			—			(8)
Total Stockholders' Equity	$	1,469	$	985	$	(1,019)		$	—		$	1,435
Total Liabilities and Stockholders' Equity	$	6,097	$	2,196	$	(1,447)		$	3,828		$	10,674

__________________

(a)See Note 3 to the Unaudited Pro Forma Financial Information.

(b)45,687,828 shares issued and outstanding as of September 30, 2025.

Unaudited Pro Forma Condensed Combined Statement of Operations

for the Nine Months Ended September 30, 2025


(Millions of Dollars, except share data)	Historical Talen Energy Corporation		Historical Acquired Entities as Reclassified (a)		Acquisition Accounting Adjustments			Other Accounting Adjustments			Pro Forma Combined
Capacity revenues	$	303	$	78	$	—		$	—		$	381
Energy and other revenues	1,552		606		—			—			2,158
Unrealized gain (loss) on derivative instruments	(23)		—		—			—			(23)
Operating Revenues	1,832		684		—			—			2,516

Fuel and energy purchases	(677)		(355)		74		4(g)	—			(958)
Nuclear fuel amortization	(71)		—		—			—			(71)
Unrealized gain (loss) on derivative instruments	(31)		—		—			—			(31)
Energy Expenses	(779)		(355)		74			—			(1,060)

Operating Expenses
Operation, maintenance and development	(469)		(45)		5		4(c)	—			(509)
General and administrative	(113)		—		—			—			(113)
Depreciation, amortization and accretion	(205)		(56)		56		4(i)	—			(295)
					(90)		4(i)
Other operating income (expense), net	(43)		—		—			—			(43)
Operating Income (Loss)	223		228		45			—			496
Nuclear decommissioning trust funds gain (loss), net	149		—		—			—			149
Interest expense and other finance charges	(203)		(90)		83		4(j)	(184)		5(b)	(387)
					7		4(d)
Gain (loss) on sale of assets, net	36		—		—			—			36
Other non-operating income (expense), net	9		—		—			—			9
Income (Loss) Before Income Taxes	214		138		135			(184)			303
Income tax benefit (expense)	(70)		—		(57)		4(k)	39		5(d)	(88)
Net Income (Loss) Attributable to Stockholders	$	144	$	138	$	78		$	(145)		$	215

Per Common Share (b)
Net Income (Loss) Attributable to Stockholders - Basic	$	3.15									$	4.71
Net Income (Loss) Attributable to Stockholders - Diluted	$	2.96									$	4.42
Weighted-Average Number of Common Shares Outstanding - Basic (in thousands)	45,694										45,694
Weighted-Average Number of Common Shares Outstanding - Diluted (in thousands)	48,588										48,588

__________________

(a)See Note 3 to the Unaudited Pro Forma Financial Information.

(b)See note 4(l) to the Unaudited Pro Forma Financial Information.

Unaudited Pro Forma Condensed Combined Statement of Operations

for the Year Ended December 31, 2024


(Millions of Dollars, except share data)	Historical Talen Energy Corporation		Historical Acquired Entities as Reclassified (a)		Acquisition Accounting Adjustments			Other Accounting Adjustments			Pro Forma Combined
Capacity revenues	$	192	$	35	$	—		$	—		$	227
Energy and other revenues	1,881		594		—			—			2,475
Unrealized gain (loss) on derivative instruments	42		(40)		—			—			2
Operating Revenues	2,115		589		—			—			2,704

Fuel and energy purchases	(694)		(331)		96		4(g)	—			(929)
Nuclear fuel amortization	(123)		—		—			—			(123)
Unrealized gain (loss) on derivative instruments	20		—		—			—			20
Energy Expenses	(797)		(331)		96			—			(1,032)

Operating Expenses
Operation, maintenance and development	(592)		(64)		7		4(c)	—			(649)
General and administrative	(163)		—		—			—			(163)
Depreciation, amortization and accretion	(298)		(76)		76		4(i)	—			(419)
					(121)		4(i)	—
Impairments	(1)		—		—			—			(1)
Other operating income (expense), net	(38)		—		(34)		4(f)	—			(72)
Operating Income (Loss)	226		118		24			—			368
Nuclear decommissioning trust funds gain (loss), net	178		—		—			—			178
Interest expense and other finance charges	(238)		(101)		128		4(j)	(246)		5(b)	(503)
					(27)		4(d)	(19)		5(c)
Gain (loss) on sale of assets, net	884		—		—			—			884
Other non-operating income (expense), net	61		1		—			—			62
Income (Loss) Before Income Taxes	1,111		18		125			(265)			989
Income tax benefit (expense)	(98)		—		(30)		4(k)	56		5(d)	(72)
Net Income (Loss)	$	1,013	$	18	$	95		$	(209)		$	917
Less: Net income (loss) attributable to noncontrolling interest	15		—		—			—			15
Net Income (Loss) Attributable to Stockholders	$	998	$	18	$	95		$	(209)		$	902

Per Common Share (b)
Net Income (Loss) Attributable to Stockholders - Basic	$	18.40									$	16.63
Net Income (Loss) Attributable to Stockholders - Diluted	$	17.67									$	15.97
Weighted-Average Number of Common Shares Outstanding - Basic (in thousands)	54,254										54,254
Weighted-Average Number of Common Shares Outstanding - Diluted (in thousands)	56,486										56,486

__________________

(a)See Note 3 to the Unaudited Pro Forma Financial Information.

(b)See note 4(l) to the Unaudited Pro Forma Financial Information.

Notes to the Unaudited Pro Forma Financial Information

1.Basis of Presentation

The pro forma financial information has been prepared in accordance with Article 11 of SEC Regulation S-X. The Acquisitions are being accounted for as a business combination using the acquisition method of accounting under U.S. GAAP, in accordance with the provisions of ASC 805, Business Combinations, which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC 820, Fair Value Measurements, defines the term “fair value” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates based on the same facts and circumstances.

Talen has completed preliminary detailed valuation studies necessary to determine the fair value of the Freedom and Guernsey assets to be acquired and liabilities to be assumed and the related allocations of purchase price. Therefore, the allocation of the purchase price as reflected in the unaudited pro forma condensed combined financial information is based upon management's preliminary estimates of the fair value of the assets acquired and liabilities assumed. The final allocation of the purchase price will be completed following the Closing Date as information necessary to complete the analysis is obtained. Any adjustments to the preliminary estimated fair value amounts could have a significant impact on the pro forma financial information and Talen’s future results of operations and financial position. There can be no assurance that such final allocation of the purchase price will not result in material changes.

The historical financial statements of Freedom and Guernsey (together, the “Acquired Entities”), and TEC were each prepared in accordance with U.S. GAAP. As discussed in Note 3, certain reclassifications have been made to align Talen and the Acquired Entities’ financial statement presentations for purposes of preparing the pro forma financial information. However, the Company believes it has identified all material adjustments necessary to conform the Acquired Entities’ accounting policies to those of Talen. Subsequent to the Closing Date, as more information to complete the analysis is obtained, Talen will perform additional assessment on accounting policies as required. As a result of such assessments, Talen may identify differences between the accounting policies of the companies, requiring conforming adjustments which could have a material impact on the pro forma financial information.

There were no material intercompany transactions or balances between Talen and the Acquired Entities as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024. Dollars are in millions, unless otherwise noted.

2.Preliminary Purchase Price Allocation

The table below represents the consideration transferred to acquire Freedom and Guernsey. The historical long-term debt of the Acquired Entities is not part of the net assets to be acquired by Talen, and as such is not included as part of consideration transferred.


	Freedom		Guernsey		Total
Base purchase price	$	1,473	$	2,367	$	3,840
Total consideration transferred					$	3,840

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Freedom and Guernsey are measured and recognized at fair value. The allocation is dependent upon certain valuations and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to change as additional information becomes available and detailed analyses and final valuation are completed, and any such changes could be material.

The table below represents a preliminary allocation of the consideration transferred to acquire Freedom and Guernsey’s identified tangible and intangible assets acquired and liabilities assumed based on preliminary estimated fair values as of the Closing Date.

The preliminary purchase price allocation is as follows:


	Estimated Fair Value
Preliminary purchase price allocation	Freedom		Guernsey		Total
Assets acquired:
Cash and cash equivalents	$	22	$	63	$	85
Accounts receivable	14		30		44
Inventory	4		1		5
Derivative instruments, current	1		—		1
Other current assets	1		3		4
Property, plant, and equipment, net	1,514		2,936		4,450
Total assets acquired	$	1,556	$	3,033	$	4,589

Liabilities assumed:
Accounts payable and other accrued liabilities	$	13	$	27	$	40
Derivative instruments, current	9		22		31
Derivative instruments, noncurrent	2		4		6
Contract liabilities	59		608		667
Other noncurrent liabilities	—		5		5
Total liabilities assumed	$	83	$	666	$	749
Net assets	$	1,473	$	2,367	$	3,840

3.Reclassification Adjustments

The historical consolidated financial statements of Freedom and Guernsey are prepared in accordance with U.S. GAAP. In connection with the preparation of the pro forma financial information, the Company performed a preliminary analysis on the financial information associated with each Freedom and Guernsey to identify accounting policy and financial statement presentation differences between the Company and Freedom and Guernsey. At the time of the preparation of the pro forma financial information, Talen believes it has identified all material adjustments necessary to conform Freedom’s and Guernsey’s accounting and financial statement presentation policies to Talen’s. The adjustments described below represent Talen’s best estimates based upon the information currently available to Talen and could be subject to change once more detailed information is available.

The following table presents a summary of reclassification adjustments made to present Freedom and Guernsey’s condensed consolidated balance sheets as of September 30, 2025 in conformity with that of Talen:


Presentation in Unaudited Pro Forma Condensed Combined Financial Statements	Historical Freedom Before Reclassification		Historical Guernsey Before Reclassification		Total Reclassifications			Historical Acquired Entities as Reclassified
Assets
Cash and cash equivalents	$	1	$	1	$	—		$	2
Restricted cash and cash equivalents	21		62		—			83
Accounts receivable	14		30		—			44
Inventory, net	4		—		1		(a)	5
Derivative instruments	1		16		—			17
Other current assets	1		4		(1)		(a)	4
Total Current Assets	42		113		—			155
Property, plant, and equipment, net	607		1,344		32		(b)	2,029
					46		(c)
Derivative instruments	—		12		—			12
Land	9		23		(32)		(b)	—
Other noncurrent assets	24		22		(46)		(c)	—
Total Assets	$	682	$	1,514	$	—		$	2,196

Liabilities and Equity
Long-term debt, due within one year	$	4	$	56	$	—		$	60
Accounts payable and other accrued liabilities	13		27		—			40

Derivative instruments	9		22		—			31
Total Current Liabilities	26		105		—			131
Long-term debt	335		733		—			1,068
Derivative instruments	3		4		—			7
Other noncurrent liabilities	—		5		—			5
Total Liabilities	$	364	$	847	$	—		$	1,211

Stockholders' Equity

Additional Paid in Capital	$	318	$	667	$	—		$	985
Total Stockholders' Equity	$	318	$	667	$	—		$	985
Total Liabilities and Equity	$	682	$	1,514	$	—		$	2,196

__________________

(a)Reclassification of Guernsey materials and supplies from “Other current assets" to "Inventory, net."

(b)Reclassification of land from “Land" to "Property, plant, and equipment, net" comprised of $9 million for Freedom and $23 million for Guernsey.

(c)Reclassification of certain spare parts inventory associated with long-term service agreements from “Other noncurrent assets” to “Property, plant, and equipment, net” comprised of $24 million for Freedom and $22 million for Guernsey.

The following table presents a summary of reclassification adjustments made to present Freedom and Guernsey’s condensed consolidated statements of operations for the nine months ended September 30, 2025 in conformity with that of Talen:


Presentation in Unaudited Pro Forma Condensed Combined Financial Statements	Historical Freedom Before Reclassification		Historical Guernsey Before Reclassification		Total Reclassifications			Total Accounting Policy Adjustment			Historical Acquired Entities as reclassified with aligned policies
Capacity revenues	$	—	$	—	$	78	(a)	$	—		$	78
Energy and other revenues	247		437		(78)		(a)	—			606
Operating Revenues	247		437		—			—			684

Fuel and energy purchases	(120)		(242)		2		(b)	5		(e)	(355)
Energy Expenses	(120)		(242)		2			5			(355)

Operating Expenses
Operation, maintenance and development	(22)		(23)		(7)		(c)	9		(e)	(45)
					(2)		(b)	—
General and administrative	(3)		(4)		7		(c)	—			—
Depreciation, amortization and accretion	(20)		(36)		—			—			(56)
Operating Income (Loss)	82		132		—			14			228
Interest expense and other finance charges	(27)		(56)		(7)		(d)	—			(90)
Deferred financing cost amortization expense	(3)		(4)		7		(d)	—			—
Income (Loss) Before Income Taxes	$	52	$	72	$	—		$	14		$	138

__________________

(a)Reclassification of capacity revenues from "Energy and other revenues” to "Capacity revenues" comprised of $32 million for Freedom and $46 million for Guernsey.

(b)Reclassification to present certain consumables from “Fuel and energy purchases” to "Operation, maintenance and development” comprised of $1 million for Freedom and $1 million for Guernsey.

(c)Reclassification of certain generation facility expenses from "General and administrative” to "Operation, maintenance and development" comprised of $3 million for Freedom and $4 million for Guernsey.

(d)Reclassification of deferred finance cost amortization expenses from "Deferred financing cost amortization expense" to "Interest expense and other finance charges" comprised of $3 million for Freedom and $4 million for Guernsey.

(e)Adjustment to capitalize certain long-term service agreement expenditures within "Property, plant, and equipment, net" in conformity with Talen’s accounting policies. Such amounts were comprised of $9 million for Freedom presented as "Operation, maintenance and development" and $5 million for Guernsey presented as "Fuel and energy purchases."

The following table presents a summary of reclassification adjustments made to present Freedom and Guernsey’s consolidated statements of operations for the year ended December 31, 2024 in conformity with that of Talen:


Presentation in Unaudited Pro Forma Condensed Combined Financial Statements	Historical Freedom Before Reclassification		Historical Guernsey Before Reclassification		Total Reclassifications			Total Accounting Policy Adjustment			Historical Acquired Entities as Reclassified with Aligned Policies
Capacity revenues	$	—	$	—	$	35	(a)	$	—		$	35
Energy and other revenues	225		364		5		(a) (b)	—			594
Unrealized gain (loss) on derivative instruments	—		—		(40)		(b)	—			(40)
Operating Revenues	225		364		—			—			589

Fuel and energy purchases	(131)		(208)		1		(c)	7		(f)	(331)
Energy Expenses	(131)		(208)		1			7			(331)

Operating Expenses
Operation, maintenance and development	(26)		(39)		(1)		(c)	10		(f)	(64)
					(8)		(d)	—
General and administrative	(3)		(5)		8		(d)	—			—
Depreciation, amortization and accretion	(27)		(49)		—			—			(76)
Operating Income (Loss)	38		63		(1)			17			118
Interest expense and other finance charges	(32)		(60)		(9)		(e)	—			(101)
Deferred financing cost amortization expense	(4)		(5)		9		(e)	—			—
Other non-operating income (expense), net	—		1		—			—			1
Income (Loss) Before Income Taxes	$	2	$	(1)	$	—		$	17		$	18

__________________

(a)Reclassification of capacity revenues from "Energy and other revenues" to "Capacity revenues" comprised of $17 million for Freedom and $18 million for Guernsey.

(b)Reclassification of net unrealized mark-to-market gains and losses on commodity derivatives from "Energy and other revenues" to "Unrealized gain (loss) on derivative instruments" comprised of $14 million for Freedom and $26 million for Guernsey.

(c)Reclassification of certain Guernsey variable operating costs from “Fuel and energy purchases” to "Operation, maintenance and development."

(d)Reclassification of certain generation facility expenses from "General and administrative" to "Operation, maintenance and development" comprised of $3 million for Freedom and $5 million for Guernsey.

(e)Reclassification of deferred finance cost amortization expenses from "Deferred financing cost amortization expense" to "Interest expense and other finance charges" comprised of $4 million for Freedom and $5 million for Guernsey.

(f)Adjustment to capitalize certain long-term service agreement expenditures within "Property, plant, and equipment, net" in conformity with Talen’s accounting policies. Such amounts were comprised of $10 million for Freedom presented as "Operation, maintenance and development" and $7 million for Guernsey presented as “Fuel and energy purchases.”

4.Acquisition Pro Forma Adjustments and Assumptions

The acquisition and pro forma adjustments reflect:

(a)the cash consideration paid in connection with the Acquisitions. See Note 2.

(b)the elimination of Freedom’s and Guernsey’s historical debt as such debt agreements were not assumed under the Purchase Agreements.


	September 30, 2025
	Freedom		Guernsey		Total
Long-term debt, due within one year	$	4	$	56	$	60
Long-term debt	335		733		1,068

(c)the elimination of costs associated with asset management service agreements between Freedom and Guernsey and their affiliate as such service agreements were not assumed under the Purchase Agreements.


	Nine Months Ended September 30, 2025						Year Ended December 31, 2024
	Freedom		Guernsey		Total		Freedom		Guernsey		Total
Asset management agreements	$	2	$	3	$	5	$	3	$	4	$	7

(d)adjustments to eliminate the carrying value and the net unrealized and realized gains and losses associated with interest rate swaps such agreements were not assumed by Talen under the Purchase Agreements.


	September 30, 2025
Derivative instruments	Freedom		Guernsey		Total
Current assets	$	—	$	16	$	16
Non-current assets	—		12		12
Non-current liabilities	(1)		—		(1)


Interest rate swaps	Nine Months Ended September 30, 2025						Year Ended December 31, 2024
	Freedom		Guernsey		Total		Freedom		Guernsey		Total
Unrealized gain (loss) on derivative instruments	$	(5)	$	(21)	$	(26)	$	1	$	(9)	$	(8)
Interest expense and other finance charges	2		17		19		5		30		35
Total					$	(7)					$	27

(e)adjustments necessary to increase the historical carrying value of property, plant, and equipment acquired by Talen to fair value.


	September 30, 2025
Property, plant, and equipment, net	Freedom		Guernsey		Total
Fair value	$	1,514	$	2,936	$	4,450
Less: Historical value	640		1,389		2,029
Step-up	$	874	$	1,547	$	2,421

Useful lives and fair values assigned to the components of property, plant and equipment were:


		September 30, 2025
Property, plant and equipment, net	Estimated Useful Life (years)	Preliminary Fair Value
		Freedom		Guernsey		Total
Electric generation	33 - 38	$	1,469	$	2,895	$	4,364
Construction work in progress	N/A	45		41		86
Total		$	1,514	$	2,936	$	4,450

(f)the estimated acquisition-related transaction costs yet to be expensed or accrued in the historical financial statements through September 30, 2025, which include bank, advisory, legal, valuation, and other professional fees. The aggregate estimated acquisition-related transaction costs are $43 million with $9 million expensed to date resulting in a net pro forma adjustment of $34 million. Such amounts are equally attributable to Freedom and Guernsey, and will not affect the combined statement of operations beyond twelve months after the closing date of the Acquisitions.

(g)the recognition of: (i) certain natural gas supply contracts at fair value that were assumed by Talen under the Purchase Agreements, and (ii) the periodic amortization, which reduces the carrying value of these liabilities, that is expected to occur in future periods through contract expiry.

Freedom and Guernsey are each party to a long-term natural gas purchase agreement with third parties. Under the terms of the arrangements, the suppliers each provide a significant amount of the natural gas required to generate power at the facilities and expire in July 2028 for Freedom and February 2033 for Guernsey. The price paid for natural gas under each contract is variable based on changes to their respective market prices earned for electric generation. Accordingly, as the wholesale price of power at each facility increases or decreases, the price paid for fuel under the long-term contracts result in corresponding changes. As the acquired fuel supply arrangements meet executory contract accounting requirements, their acquisition fair values were measured as of the Closing Date and presented as long-term liability. Such liabilities are amortized as reductions to fuel expense through expiry. As the fair value of each fuel supply contract resulted in a Closing Date liability, it reflects favorable long term wholesale market power prices for electric generation at each facility.


Assumed fuel supply contracts (a)	Remaining Contact Term (years)	Preliminary Fair Value
		Freedom		Guernsey		Total
Acquired fuel supply contract liabilities	2 - 8	$	59	$	608	$	667

__________________

(a) Preliminary fair value as of the Closing Date.


Fuel supply contracts amortization	Nine Months Ended September 30, 2025						Year Ended December 31, 2024
Fuel supply contracts amortization	Freedom		Guernsey		Total		Freedom		Guernsey		Total
Fuel and energy purchases	$	13	$	61	$	74	$	16	$	80	$	96

(h)the elimination of the historical Freedom and Guernsey equity.

(i)the elimination of the historical Freedom and Guernsey depreciation of property, plant and equipment.


	Nine Months Ended September 30, 2025						Year Ended December 31, 2024
	Freedom		Guernsey		Total		Freedom		Guernsey		Total
Depreciation, amortization and accretion	$	20	$	36	$	56	$	27	$	49	$	76

the estimated periodic depreciation measured at the estimated fair value allocated to such assets.


Depreciation	Nine Months Ended September 30, 2025						Year Ended December 31, 2024
Depreciation	Freedom		Guernsey		Total		Freedom		Guernsey		Total
Electric generation	$	33	$	57	$	90	$	45	$	76	$	121

(j)the elimination of the historical Freedom and Guernsey interest expense and debt financing costs as the debt agreements were not assumed under the Purchase Agreements.


Interest expense and other finance charges	Nine Months Ended September 30, 2025						Year Ended December 31, 2024
	Freedom		Guernsey		Total		Freedom		Guernsey		Total
Interest expense	$	24	$	52	$	76	$	38	$	81	$	119
Amortization of deferred financing costs	3		4		7		4		5		9
Total					$	83					$	128

(k)the adjustments to the income tax expense (benefit) related to the historical income (loss) before income taxes and the resulting pro forma acquisition adjustments, which were tax effected using a statutory rate of 21%.

(l)the effect of the cumulative pro forma acquisition adjustments on Talen’s ordinary shares and earnings per share:


Pro forma earnings per share	Nine Months Ended September 30, 2025		Year Ended December 31, 2024
Pro forma net income attributable to Talen	$	215	$	902

Basic:
Historical weighted average of Talen common shares outstanding (in thousands)	45,694		54,254
Pro forma earnings per share - basic	$	4.71	$	16.63

Diluted:
Historical weighted average of Talen common shares outstanding (in thousands)	48,588		56,486
Pro forma earnings per share - diluted	$	4.42	$	15.97

5.Other Accounting Pro Forma Adjustments and Assumptions

(a)The Financing Transactions consummated by Talen to complete the Acquisitions are presented as long-term debt, net of deferred finance costs.


	September 30, 2025
Long-term debt	Interest Rate (a)		Long-Term Debt		Fees (b)		Total (Net of Debt)
New TLB-3	5.67	%	$	1,200	$	23	$	1,177
New Unsecured Notes due 2034	6.25	%	1,400		20		1,380
New Unsecured Notes due 2036	6.50	%	1,290		19		1,271
Pro forma adjustment to long-term debt			$	3,890	$	62	$	3,828

__________________

(a) Representative interest rate as of the Closing Date.

(b) Deferred finance costs and original issue discounts.

(b)The Financing Transactions consummated by Talen to complete the Acquisitions reflect a pro forma adjustment to interest expense utilizing the interest rates presented in 5(a) above. Additionally, it is assumed that borrowings occur on January 1, 2024 and remain outstanding throughout the periods presented.


Interest expense	Nine Months Ended September 30, 2025		Year Ended December 31, 2024
Interest expense associated with Financing Transactions	$	179	$	239
Amortization of new deferred finance costs and original issue discounts	5		7
Pro forma adjustment to interest expense	$	184	$	246

The following table represents the effect on pro forma interest expense from the results of a hypothetical change to assumed interest rates on variable interest debt (the new TLB-3).


Increase (decrease) in interest expense	Nine Months Ended September 30, 2025		Year Ended December 31, 2024
0.125% increase in interest rate	$	1	$	2
0.125% decrease in interest rate	(2)		(3)

(c)As a result of consummating the Financing Transactions, Talen terminated a bridge loan commitment. Such adjustment reflects the write-off of the remaining $19 million of unamortized commitment fees associated with such commitment.

(d)Represents the pro forma adjustments to income tax expense (benefit) related to the income (loss) before income taxes resulting from the other accounting pro forma adjustments at an estimated statutory rate of 21%.

Source: View Original Filing on SEC EDGAR

FAQ

What does Talen Energy (TLN) disclose in this amended 8-K/A filing?

Talen Energy’s amended 8-K/A adds full financial statements for the acquired Freedom and Guernsey gas-fired plants and unaudited pro forma combined financial information. This helps investors see how the acquisitions would affect Talen’s balance sheet and earnings profile on a historical, as-if-owned basis.

What assets did Talen Energy (TLN) acquire from Caithness Energy?

Talen acquired the Freedom Generating Station in Pennsylvania and Guernsey Power Station in Ohio under July 17, 2025 purchase agreements. These are large natural gas combined cycle facilities with capacities of 1,045 MW and 1,836 MW, expanding Talen’s merchant power generation footprint and earnings base.

How much did Talen Energy (TLN) pay for the Freedom and Guernsey acquisitions?

Talen agreed to acquire the Moxie Freedom Energy Center and Guernsey Power Station from Caithness Energy for approximately $3.5 billion. The filing ties this purchase price to detailed standalone financials of each project company and combined pro forma statements reflecting Talen’s ownership of both plants.

What are the key 2025 results for Moxie Freedom LLC now owned by Talen (TLN)?

For the nine months ended September 30, 2025, Moxie Freedom LLC reported electricity sales of $246.8 million and net income of $51.9 million. It also generated strong operating cash flow, repaid project debt, and distributed equity to its member, illustrating cash-generating capacity before Talen’s consolidation.

How did Guernsey Power Holdings perform in 2025 before consolidation into Talen (TLN)?

For the nine months ended September 30, 2025, Guernsey Power Holdings, LLC recorded electricity sales of $437.0 million and net income of $71.7 million. Operating cash flow was $121.7 million, supporting project debt repayment and partner distributions ahead of Talen’s acquisition closing in November 2025.

What pro forma information does Talen Energy (TLN) provide in this 8-K/A?

Talen includes unaudited pro forma condensed combined financial information giving effect to the acquisitions. It presents a combined balance sheet as of September 30, 2025 and combined statements of operations for the year ended December 31, 2024 and nine months ended September 30, 2025, showing historical, as-if-owned results.

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Talen Energy (TLN) details $3.5B Freedom and Guernsey power acquisitions

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What does Talen Energy (TLN) disclose in this amended 8-K/A filing?

What assets did Talen Energy (TLN) acquire from Caithness Energy?

How much did Talen Energy (TLN) pay for the Freedom and Guernsey acquisitions?

What are the key 2025 results for Moxie Freedom LLC now owned by Talen (TLN)?

How did Guernsey Power Holdings perform in 2025 before consolidation into Talen (TLN)?

What pro forma information does Talen Energy (TLN) provide in this 8-K/A?

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Talen Energy (TLN) details $3.5B Freedom and Guernsey power acquisitions

Rhea-AI Filing Summary

Positive

Negative

FAQ

What does Talen Energy (TLN) disclose in this amended 8-K/A filing?

What assets did Talen Energy (TLN) acquire from Caithness Energy?

How much did Talen Energy (TLN) pay for the Freedom and Guernsey acquisitions?

What are the key 2025 results for Moxie Freedom LLC now owned by Talen (TLN)?

How did Guernsey Power Holdings perform in 2025 before consolidation into Talen (TLN)?

What pro forma information does Talen Energy (TLN) provide in this 8-K/A?

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