Talen Energy Corporation is a leading independent power producer and energy infrastructure company that owns and operates approximately 13.1 GW ¹ of power infrastructure in the United States, including 2.2 GW ² of nuclear power and a significant dispatchable fossil fleet. The company produces and sells electricity, capacity, and ancillary services into wholesale U.S. power markets, with its generation fleet principally located in the Mid-Atlantic, Ohio, and Montana. The substantial majority of its generation capacity is located in PJM, an RTO responsible for the operation of wholesale electric markets and for centrally dispatching electric systems in all or parts of 13 states and the District of Columbia, which coordinates the dispatch of approximately 182,000 MW ³ of generating capacity to more than 67 million ⁴ people and operates wholesale electricity markets with approximately 1,110 ⁵ members. Power demand forecasts continue to rise over time in PJM compared to previous expectations, with summer peak load forecasted to grow by approximately 66 GW ⁶ by 2036, or an average of 3.6% ⁷ per year over the next 10-year period.

Talen faces competition in wholesale markets from other suppliers of available energy, capacity, and ancillary services, which may include operators of various competing generation technologies, such as natural gas-fired, coal-fired, and nuclear generation, as well as renewable and other alternative energy sources. Competitors in wholesale power markets include other non-utility generators, regulated utilities and their competitive subsidiaries, industrial companies, financial institutions, and other energy marketers. The company's competitive advantages include its ownership of the 2.5 GW ⁸ Susquehanna facility, the seventh largest nuclear-powered generation facility in the U.S., and its strategic position near the Marcellus and Utica shale regions of Pennsylvania and Ohio, which provide access to fuel from some of the largest producing natural gas regions in the U.S. Talen's strategy includes a target hedge range of 60-80% ⁹ of its expected generation for the prompt 12 months and a target net leverage of approximately 3.5x ¹⁰ or less through the cycle.

Talen generates revenue through the production and sale of electricity, capacity, and ancillary services into wholesale U.S. power markets. Operating revenues have historically consisted primarily of capacity revenues, energy/ancillary services revenues, and unrealized gain (loss) on hedging instruments. The company sells capacity and energy through a combination of forward auctions, future contracts, and spot market sales. Beginning in mid-2025, the Brandon Shores and H.A. Wagner facilities began operating as reliability resources under RMR agreements that provide fixed payments in addition to reimbursement for certain costs and expenses. The Susquehanna facility is party to the AWS PPA for the supply of power from Susquehanna to AWS through long-term, fixed-price power commitments that increase over time. Talen also benefits from the Nuclear PTC under the Inflation Reduction Act.

Talen's baseload fleet includes a 90% ¹¹ interest in the 2.5 GW ¹² Susquehanna nuclear facility, which produced approximately 17 TWh ¹³ of reliable, zero-carbon power in 2025 at a low all-in cost of approximately $27 ¹⁴ per MWh. The company recently added 2.8 GW ¹⁵ of low-carbon generation through the acquisitions of Freedom and Guernsey, which are some of the newest, most highly-efficient H-class combined-cycle baseload natural gas facilities in the market. Talen also entered into an agreement to acquire the Lawrenceburg Power Plant and Waterford Energy Center, combined-cycle baseload natural gas facilities totaling an additional 2.0 GW ¹⁶ in Indiana and Ohio, as part of the pending Cornerstone Acquisition. The dispatchable natural gas and oil intermediate and peaking fleet totals 4.6 GW ¹⁷, of which 2.9 GW ¹⁸ is from Brunner Island and Montour after conversion. The company has completed the conversion of approximately 3.2 GW ¹⁹ of its legacy coal fleet to lower-carbon fuels. The H.A. Wagner and Brandon Shores facilities, totaling 2.0 GW ²⁰ of capacity, are operating under RMR agreements through May 31, 2029 ²¹. Talen also owns minority interests, totaling approximately 800 MW ²², in three coal-fired generation facilities in PJM and WECC.

In June 2025, Talen entered into an amended AWS PPA to expand, and eventually replace, the existing PPA with AWS, requiring Talen to deliver carbon-free power to AWS over a significant contract term at anticipated premium prices. At the full contract quantity, Talen will provide AWS with 1,920 MW ²³ of carbon-free nuclear power through 2042 ²⁴. The Brandon Shores and H.A. Wagner RMR arrangements, beginning June 1, 2025, provide an annual fixed-cost payment of $145 million ²⁵ ($312/MWd ²⁶) for Brandon Shores and $35 million ²⁷ ($137/MWd ²⁸) for H.A. Wagner. In November 2025, the Company consummated the Freedom and Guernsey Acquisitions for an aggregate $3.8 billion ²⁹. In October 2025, TES issued $1.4 billion ³⁰ in aggregate principal amount of 6.250% Senior Unsecured Notes due 2034, and $1.3 billion ³¹ in aggregate principal amount of 6.500% Senior Unsecured Notes due 2036. In December 2025, PJM announced the results of the 2027/2028 PJM BRA, with Talen clearing 8,745 MW ³² at a price of $333.44/MWd ³³. The Board of Directors approved an increase in the share repurchase program capacity to $2 billion ³⁴ through the end of 2028.

For the year ended December 31, 2025, Talen reported total operating revenues of $2.581 billion ³⁵, compared to $2.115 billion ³⁶ in the prior year. Net loss attributable to stockholders was $(219) million ³⁷, compared to net income of $998 million ³⁸ in 2024. The decrease in net income was primarily driven by a $(461) million ³⁹ unfavorable increase in general and administrative expenses, largely due to a $(493) million ⁴⁰ increase in stock-based compensation expense, and an $(850) million ⁴¹ unfavorable decrease in gain on sale of assets, net. Adjusted EBITDA for the year ended December 31, 2025 was $1.035 billion ⁴², compared to $770 million ⁴³ in the prior year. Cash and cash equivalents were $689 million ⁴⁴ as of December 31, 2025, and total available liquidity was $1.589 billion ⁴⁵.

Talen intends to grow its base of long-term contracting arrangements with high-quality, creditworthy counterparties to enhance earnings visibility, support sustainable growth, and create long-term value. The company's 'Talen flywheel' strategy is a repeatable value creation strategy that leverages its platform of reliable, scalable generation assets and commercial capabilities to deliver durable free cash flow growth across market cycles. This includes contracting long-term power sales with high-quality, large-load counterparties where its assets and sites are advantaged in delivering speed-to-market, large-scale capability, price certainty, and appropriate credit support. The company expects to acquire additional facilities through its pending Cornerstone Acquisition, which is expected to close early in the second half of 2026, adding approximately 2.5 GW ⁴⁶ of natural gas generation. Fundamental demand growth in PJM is expected to come from multiple sources, most notably high-performance computing and data center demand, continued re-shoring in the wake of the COVID-19 pandemic and associated supply chain disruptions, and continued electrification of the U.S. economy.

Talen intends to continue building on its track record to grow and diversify its generation fleet in a capital-efficient manner through a disciplined mix of value-uplift initiatives that expand scale, improve flexibility and reliability, and provide durable economics. The company intends to maintain flexibility to pursue both organic and inorganic growth opportunities and to deploy capital where it can generate compelling risk-adjusted returns. This could include uprates and other improvements to existing assets, selectively acquiring assets that are immediately accretive, and advancing development opportunities. The company will prioritize opportunities that complement its operational strengths, support long-term contracting premiums, and improve portfolio resilience.

Talen expects to continue deploying a disciplined financial policy centered on high-quality cash flow generation, prudent leverage, and an efficient cost of capital. The company expects to target net leverage of approximately 3.5x ⁴⁷ or less through the cycle, while retaining a deliberate 'toggle' to prioritize the most accretive use of capital—whether deleveraging, reinvestment, or shareholder returns—and to selectively lean into opportunities that are clearly cash flow accretive and value-enhancing. The company expects to continue balancing reinvestment and deleveraging priorities with a commitment to returning capital to shareholders as free cash flow expands.

Talen's capital expenditure plans for 2026 include $122 million ⁴⁸ for nuclear fuel, $53 million ⁴⁹ for PJM nuclear generation facility, $118 million ⁵⁰ for PJM fossil generation facilities, and $25 million ⁵¹ for other, totaling $318 million ⁵². For 2027, planned capital expenditures include $137 million ⁵³ for nuclear fuel, $46 million ⁵⁴ for PJM nuclear generation facility, $73 million ⁵⁵ for PJM fossil generation facilities, and $12 million ⁵⁶ for other, totaling $268 million ⁵⁷. The Board of Directors approved an increase in the share repurchase program capacity to $2 billion ⁵⁸ through the end of 2028. The company did not declare any dividends on its common stock during the period.

Talen faces structural headwinds from changing environmental regulations and power market economics impacting its coal-fired generation assets. The company's coal-fired generation assets continue to be impacted by changing environmental regulations and power market economics. The company has already completed the conversion of approximately 3.2 GW ⁵⁹ of its legacy coal fleet to lower-carbon fuels. The company is currently running its H.A. Wagner and Brandon Shores facilities under RMR agreements through May 31, 2029 ⁶⁰, but those assets may not continue to run beyond that date unless PJM continues to require their operation to maintain grid reliability. The company also faces uncertainty related to the future profitability of its fossil fuel-fired power generation business and the amount and timing of associated environmental costs, including potential impacts from the EPA's 2024 GHG Rule, CCR Rule, and ELG Rule.

Management's message emphasizes that Talen is well-positioned to achieve its business objectives through a focus on its core generation fleet that provides stable earnings and cash flows through operational excellence, high reliability, capital discipline, and prudent risk management. The key strategic priorities emphasized for the period ahead include: continuing to focus on the core generation fleet to provide stable earnings and cash flows; capturing opportunities for long-term contracting arrangements with high quality counterparties, such as the AWS PPA and RMR arrangements; maintaining balance sheet strength with disciplined financial policy and capital allocation, targeting net leverage of approximately 3.5x ⁶³ or less through the cycle; continuing to grow and diversify the fleet in a capital efficient manner, including through the Freedom and Guernsey Acquisitions and the pending Cornerstone Acquisition; and combining these strengths to execute on the 'Talen flywheel' strategy, a repeatable value creation cycle designed to increase the number of high-quality, contractable opportunities across the portfolio.

For the year ended December 31, 2025, Talen reported total operating revenues of $2.581 billion ⁶⁴, compared to $2.115 billion ⁶⁵ in the prior year. Net loss attributable to stockholders was $(219) million ⁶⁶, compared to net income of $998 million ⁶⁷ in 2024. Diluted earnings per share was $(4.79) ⁶⁸ for 2025, compared to $17.67 ⁶⁹ in 2024. Operating income was $(90) million ⁷⁰ for 2025, compared to $226 million ⁷¹ in 2024. Adjusted EBITDA, a non-GAAP measure, was $1.035 billion ⁷² for 2025, compared to $770 million ⁷³ in 2024. Cash and cash equivalents were $689 million ⁷⁴ as of December 31, 2025, compared to $328 million ⁷⁵ as of December 31, 2024. Total long-term debt, including current portion, was $6.811 billion ⁷⁶ as of December 31, 2025, compared to $3.004 billion ⁷⁷ as of December 31, 2024. The increase in debt was primarily due to the issuance of $1.4 billion ⁷⁸ in 6.250% Senior Unsecured Notes due 2034 and $1.3 billion ⁷⁹ in 6.500% Senior Unsecured Notes due 2036 to fund the Freedom and Guernsey Acquisitions. The decrease in net income was significantly impacted by a $(493) million ⁸⁰ increase in stock-based compensation expense and an $(850) million ⁸¹ unfavorable decrease in gain on sale of assets, net, which included a $564 million ⁸² gain from the ERCOT Sale and a $324 million ⁸³ gain from the AWS Data Campus Sale in 2024. For the PJM segment, capacity revenues increased by $293 million ⁸⁴ to $485 million ⁸⁵ in 2025, driven by higher cleared capacity prices.

Talen faces material risks from changes in the market prices, availability, and transmission of electricity, fuel, and other commodities, as market prices for electricity are particularly volatile and a decline in the price of natural gas could negatively impact energy margin. The company's ownership and operation of the Susquehanna nuclear facility subjects it to substantial risks associated with nuclear generation, including the potential for unplanned outages, costs related to spent nuclear fuel storage, and extensive regulation by the NRC. The company could be impacted by changes in, or state interference with, the structure or operation of the markets in which it operates, including ongoing market restructuring in PJM, which has caused delays in the PJM Base Residual Auctions and led to unpredictability around capacity revenues. There is uncertainty related to the future profitability of Talen's fossil fuel-fired power generation business and the amount and timing of associated environmental costs, including potential impacts from the EPA's 2024 GHG Rule, CCR Rule, and ELG Rule, which could require significant costs if they withstand legal challenges. The company's defined benefit pension plans were underfunded by an estimated $212 million ⁶¹ as of December 31, 2025, with a total benefit liability of an estimated $1.2 billion ⁶², and changes in assumptions could result in significantly higher costs or cash contribution requirements.