Talen Energy Corp. Files 8-K on Material Agreement

TL;DR

Talen Energy Corp. filed an 8-K on Oct 27, 2025, for a material agreement and financial obligation.

AI Summary

On October 27, 2025, Talen Energy Corp. filed an 8-K report detailing a material definitive agreement. The filing also addresses the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement and includes a Regulation FD Disclosure. Specific details regarding the agreement, financial obligations, and the nature of the Regulation FD disclosure are not provided in the excerpt.

Why It Matters

This filing indicates a significant new agreement or financial commitment for Talen Energy Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligation, which inherently carries some level of risk and requires further investigation into the specifics.

Key Players & Entities

• Talen Energy Corp. (company) — Registrant
• October 27, 2025 (date) — Date of earliest event reported
• 2929 Allen Pkwy, Suite 2200 Houston, TX 77019 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TLN The Nasdaq Global Select
• $1.40 billion — nnounced offerings (the "Offerings") of $1.40 billion in aggregate principal amount of 6.250%
• $1.29 billion — r notes due 2034 (the "2034 Notes") and $1.29 billion in aggregate principal amount of 6.500%
• $1.2 billion — , together with the net proceeds of its $1.2 billion senior secured term loan B credit facil

Filing Documents

• tln-20251027.htm (8-K) — 37KB
• ex41talenindenture2034notes.htm (EX-4.1) — 1856KB
• ex43talenindenture2036notes.htm (EX-4.3) — 1856KB
• ex99120251027pressreleasec.htm (EX-99.1) — 16KB
• 0001622536-25-000023.txt ( ) — 4265KB
• tln-20251027.xsd (EX-101.SCH) — 2KB
• tln-20251027_def.xml (EX-101.DEF) — 3KB
• tln-20251027_lab.xml (EX-101.LAB) — 24KB
• tln-20251027_pre.xml (EX-101.PRE) — 14KB
• tln-20251027_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The Offerings On October 27, 2025, Talen Energy Supply, LLC ("TES"), a direct wholly owned subsidiary of Talen Energy Corporation (the "Company"), completed its previously announced offerings (the "Offerings") of $1.40 billion in aggregate principal amount of 6.250% senior notes due 2034 (the "2034 Notes") and $1.29 billion in aggregate principal amount of 6.500% senior notes due 2036 (the "2036 Notes" and together with the 2034 Notes, the "Notes") in private offerings that were exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The 2034 Notes were issued under an indenture, dated October 27, 2025 (the "2034 Notes Indenture"), by and among TES, the guarantors party thereto and Citibank, N.A., as trustee. The 2036 Notes were issued under an indenture, dated October 27, 2025 (the "2036 Notes Indenture"), by and among TES, the guarantors party thereto and Citibank, N.A., as trustee. The 2034 Notes mature on February 1, 2034 and bear interest at a rate of 6.250% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2026. The 2036 Notes mature on February 1, 2036 and bear interest at a rate of 6.500% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2026. Each of the 2034 Notes and the 2036 Notes are guaranteed by TES's current and future wholly owned domestic subsidiaries that guarantee TES's credit facilities. Each series of Notes are subject to customary negative covenants, including but not limited to, certain limitations on incurrence of liens, but do not contain any financial covenants. The 2034 Notes Indenture and 2036 Notes Indenture also each contain customary affirmative covenants, events of default, and remedies (including acceleration) and are subject to mandatory redemption provisions in the event that one or both of the Acquisition

03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet. The disclosures under Item 1.01 of this Report are also responsive to this Item 2.03 and are incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 27, 2025, the Company issued a press release announcing the closing of the Offerings. A copy of the press release announcing the closing of the Offerings is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. 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. ii

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description. 4.1 Indenture, dated October 27, 2025, by and among Talen Energy Supply, LLC, the guarantors party thereto, and Citibank, N.A., as trustee (relating to the 2034 Notes). 4.2 Form of 6.250% Senior Notes due 2034 (incorporated by reference to Exhibit 4.1 filed herewith). 4.3 Indenture, dated October 27, 2025, by and among Talen Energy Supply, LLC, the guarantors party thereto, and Citibank, N.A., as trustee (relating to the 2036 Notes). 4.4 Form of 6.500% Senior Notes due 2036 (incorporated by reference to Exhibit 4.3 filed herewith). 99.1 Press Release announcing the closing of the Offerings dated October 27, 2025. 104 Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document). 1

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 27, 2025 By: /s/ Terry L. Nutt Name: Terry L. Nutt Title: Chief Financial Officer 2

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View this 8-K filing on SEC EDGAR