Talen Energy Corp. Files 8-K for October 9, 2025

TL;DR

Talen Energy filed an 8-K on 10/10 for events on 10/9 - standard disclosure.

AI Summary

On October 9, 2025, Talen Energy Corp. filed an 8-K to disclose information regarding Regulation FD, other events, and financial statements. The filing was made on October 10, 2025, and pertains to events as of October 9, 2025. Talen Energy Corporation is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This 8-K filing provides an update on Talen Energy Corp.'s regulatory disclosures and other significant events, which could impact investor understanding of the company's current status.

Risk Assessment

Risk Level: low — This filing appears to be a routine disclosure and does not indicate any immediate significant financial or operational changes.

Key Numbers

• 20251009 — Date of Report (Earliest event reported)
• 20251010 — Filing Date (Date the report was filed with the SEC)

Key Players & Entities

• Talen Energy Corp. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Houston, TX (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TLN The Nasdaq Global Select
• $1.2 billion — ted and priced its previously announced $1.2 billion senior secured term loan B credit facil
• $1.46 billion — ed in Luzerne County, Pennsylvania, for $1.46 billion in cash (the "Freedom Acquisition"); an
• $2.33 billion — t located in Guernsey County, Ohio, for $2.33 billion in cash (the "Guernsey Acquisition" and
• $63 million — lers a termination fee of approximately $63 million in the case of Freedom and $100 million
• $100 million — $63 million in the case of Freedom and $100 million in the case of Guernsey if the applicab

Filing Documents

• tln-20251009.htm (8-K) — 34KB
• ex99120251009pressreleases.htm (EX-99.1) — 16KB
• 0001622536-25-000018.txt ( ) — 183KB
• tln-20251009.xsd (EX-101.SCH) — 2KB
• tln-20251009_def.xml (EX-101.DEF) — 3KB
• tln-20251009_lab.xml (EX-101.LAB) — 24KB
• tln-20251009_pre.xml (EX-101.PRE) — 14KB
• tln-20251009_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. Senior Notes Offerings On October 9, 2025, Talen Energy Corporation (the "Company") issued a press release announcing that Talen Energy Supply, LLC ("TES"), a direct wholly owned subsidiary of the Company, was proposing to offer and sell (the "Offerings"), subject to market and other conditions, senior notes due 2034 and senior notes due 2036 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). A copy of the press release announcing the launch of the Offerings is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Term Loan B Facility On October 9, 2025, TES successfully allocated and priced its previously announced $1.2 billion senior secured term loan B credit facility (the "New Term Loan B Facility"). The applicable rate for the New Term Loan B Facility will be the Secured Overnight Financing Rate plus 200 basis points. The information provided under this Item 7.01 and in Exhibit 99.1 hereto is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act.

01 Other Events

Item 8.01 Other Events. Acquisition Update As previously announced, on July 17, 2025, the Company, through its wholly owned subsidiary, Talen Generation, LLC ("Talen Generation"), entered into two purchase and sale agreements (collectively, the "Purchase Agreements") with affiliates of Caithness Energy, L.L.C. pursuant to which Talen Generation agreed to purchase (i) the Freedom Energy Center, a 1,045 MW (summer rating) natural gas fired combined cycle generation plant located in Luzerne County, Pennsylvania, for $1.46 billion in cash (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, for $2.33 billion in cash (the "Guernsey Acquisition" and, together with the Freedom Acquisition, the "Acquisitions"), in each case as adjusted in accordance with the applicable Purchase Agreement. Each Acquisition is subject to the satisfaction of customary closing conditions, including the expiration or termination of the waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"), and regulatory approvals from the U.S. Federal Energy Regulatory Commission ("FERC") and other regulatory agencies. These regulatory filings have all been made and are now pending at the agencies. On October 9, 2025, after discussions with U.S. Department of Justice ("DOJ") regarding the Company's pending HSR application in connection with the Acquisitions, the Company determined it prudent to withdraw the application and promptly refile to restart the thirty-day review period, and provide additional information to the DOJ voluntarily. The Purchase Agreements provide that either the Company or the Sellers can terminate the applicable agreement if the respective Acquisition is not completed by 11:59 p.m. (New York City time) on July 17, 2026 (which will be automatically extended to 11:59 p.m. (New York City time) on January 17, 2027 in the case of p

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description. 99.1 Press Release announcing the launch of the Offerings dated October 9 , 2025. 104 Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document). 2

SIGNATURES

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: October 10, 2025 By: /s/ Terry L. Nutt Name: Terry L. Nutt Title: Chief Financial Officer 3

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View this 8-K filing on SEC EDGAR