TLN

• Q2 2026 Adjusted EBITDA was $374 million, up from $90 million in Q2 2025; Adjusted Free Cash Flow was $212 million, up from $(78) million.
• The company raised its 2026 Adjusted EBITDA guidance to $2,025-$2,225 million and Adjusted Free Cash Flow guidance to $1,200-$1,350 million.
• Completed the Cornerstone Acquisition in June 2026, adding approximately 2.6 GW of generation.
• Repurchased 550,000 shares for approximately $200 million in Q2 2026, with $1.7 billion remaining under the share repurchase program.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Talen Energy Corporation reported results from the PJM Base Residual Auction for the 2028/2029 planning year on July 14, 2026.
• The cleared capacity equates to approximately $1,208 million in capacity revenues for the planning year.
• The 2028/2029 planning year runs from June 1, 2028 through May 31, 2029.
• The information was furnished under Item 7.01 Regulation FD Disclosure and is not deemed filed for SEC purposes.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The purchase price was $3.45 billion, consisting of approximately $2.55 billion in cash and 2,399,998 shares of Talen common stock.
• The cash portion was funded with proceeds from senior unsecured notes issued in April 2026.
• Talen's subsidiary amended its credit agreement to increase the revolving credit facility from $900 million to $1.35 billion and the letter of credit facility from $1.1 billion to $1.5 billion, extending maturity to December 2029.
• Talen stated the acquisition is immediately accretive, adding over 15% to cash flow per share, and expects to deliver more than $40 per share of annual free cash flow by 2028.

1.01 Entry into a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 3.02 Unregistered Sales of Equity Securities · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The amendment also repriced the $839 million 2024-1 Incremental Term B Facility and the $900 million Revolving Credit Facility.
• Term loan interest margins were reduced to 0.75% (ABR) and 1.75% (Term SOFR); revolving facility margins were reduced to 0.50% (ABR) and 1.50% (Term SOFR).
• The amended credit agreement retains substantially the same fees, representations, guarantees, covenants, and other terms as the prior agreement.
• The full text of Amendment No. 6 to the Credit Agreement is filed as Exhibit 10.1 to the 8-K.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Talen Energy Corporation held its 2026 Annual Meeting of Stockholders on May 5, 2026.
• Stockholders approved, on a non-binding advisory basis, the 2025 compensation of named executive officers (37,249,405 for, 1,255,073 against, 14,899 abstain).
• The appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026 was ratified (40,647,482 for, 94,497 against, 15,250 abstain).
• The report was filed under Item 5.07 to disclose the final voting results of the annual meeting.

5.07 Submission of Matters to a Vote of Security Holders

• First quarter 2026 GAAP Net Income was $63 million, compared to a net loss of $135 million in Q1 2025.
• Adjusted Free Cash Flow was $350 million in Q1 2026, up from $87 million in Q1 2025.
• The company reaffirmed 2026 Adjusted EBITDA guidance of $1,750 million to $2,050 million and Adjusted Free Cash Flow guidance of $980 million to $1,180 million, excluding the Cornerstone Acquisition.
• Talen signed a definitive agreement to acquire three power plants (Lawrenceburg, Waterford, Darby) from Energy Capital Partners and raised $4 billion in financing.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The notes are expected to close on April 29, 2026, subject to customary closing conditions.
• Net proceeds will fund the acquisition of 2,451 MW of capacity (Lawrenceburg, Waterford, Darby) and the redemption of 8.625% Senior Secured Notes due 2030.
• If the acquisition is not completed by January 15, 2027 (extendable to July 15, 2027), a special mandatory redemption of $1.05 billion of 2031 notes and $1.75 billion of 2033 notes will occur.
• The notes were sold only to qualified institutional buyers, accredited investors, and qualified purchasers, and are not registered under the Securities Act.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Full year 2025 GAAP Net Loss Attributable to Stockholders was $(219) million, compared to net income of $998 million in 2024.
• The company reaffirmed 2026 Adjusted EBITDA guidance of $1,750-$2,050 million and Adjusted Free Cash Flow guidance of $980-$1,180 million.
• Completed the Freedom and Guernsey acquisitions in November 2025, adding approximately 2.8 GW of generating capacity.
• Announced the Cornerstone Acquisition of Waterford, Darby, and Lawrenceburg assets for $3.45 billion, expected to close in the second half of 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits