Talen Energy Corp. Files 8-K for Material Agreements & Asset Changes

TL;DR

Talen Energy Corp. filed an 8-K on 11/25/25 for material agreements and asset changes.

AI Summary

On November 25, 2025, Talen Energy Corp. entered into a material definitive agreement and completed an acquisition or disposition of assets. The company also incurred a direct financial obligation or an off-balance sheet arrangement. Specific details regarding the nature of these transactions, including any associated dollar amounts or parties involved, are not provided in this excerpt.

Why It Matters

This filing indicates significant corporate actions by Talen Energy Corp., potentially impacting its financial structure, operations, and future strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and asset transactions, which inherently carry risks related to integration, financing, and operational changes.

Key Players & Entities

• Talen Energy Corp. (company) — Registrant
• November 25, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TLN The Nasdaq Global Select
• $1.46 billion — ed in Luzerne County, Pennsylvania, for $1.46 billion in cash (the "Freedom Acquisition") and
• $2.33 billion — t located in Guernsey County, Ohio, for $2.33 billion in cash (the "Guernsey Acquisition" and
• $700 million — er of credit capacity) (the "RCF") from $700 million to $900 million; (ii) upsizes its exist
• $900 million — acity) (the "RCF") from $700 million to $900 million; (ii) upsizes its existing $900 million
• $1.1 billion — ity (the "Stand-Alone L/C Facility") to $1.1 billion; (iii) extends the maturity of the Stan
• $1.2 billion — successfully priced and allocated a new $1.2 billion senior secured term loan B facility (th
• $2.65 billion — he net proceeds thereof, along with the $2.65 billion total net proceeds from the previously
• $1.5 billion — eements, the Company paid approximately $1.5 billion in connection with the Freedom Acquisit
• $2.3 billion — e Freedom Acquisition and approximately $2.3 billion in connection with the Guernsey Acquisi

Filing Documents

• tln-20251125.htm (8-K) — 50KB
• ex412034notessupplementali.htm (EX-4.1) — 60KB
• ex422036notessupplementali.htm (EX-4.2) — 59KB
• ex432030notessupplementali.htm (EX-4.3) — 63KB
• ex101amendmentno5tocredita.htm (EX-10.1) — 17416KB
• ex99120251125pressreleasec.htm (EX-99.1) — 12KB
• 0001622536-25-000037.txt ( ) — 18813KB
• tln-20251125.xsd (EX-101.SCH) — 2KB
• tln-20251125_def.xml (EX-101.DEF) — 3KB
• tln-20251125_lab.xml (EX-101.LAB) — 24KB
• tln-20251125_pre.xml (EX-101.PRE) — 14KB
• tln-20251125_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information set forth under the Introductory Note of this Current Report on Form 8-K (this "Report") is incorporated into this Item 1.01 by reference. Credit Agreement Amendment On the Closing Date, Talen Energy Supply, LLC ("TES"), a direct wholly owned subsidiary of the Company, entered into Amendment No. 5 to the Credit Agreement, by and among TES, as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (the "Fifth Amendment to Credit Agreement") which amends that certain Credit Agreement, dated as of May 17, 2023, by and among TES, as borrower, Citibank, N.A., as administrative agent and collateral agent, and each lender from time to time party thereto (as further amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the "Amended Credit Agreement"). The Fifth Amendment to Credit Agreement (i) increases the existing revolving credit facility (including its revolving letter of credit capacity) (the "RCF") from $700 million to $900 million; (ii) upsizes its existing $900 million stand-alone letter of credit facility (the "Stand-Alone L/C Facility") to $1.1 billion; (iii) extends the maturity of the Stand-Alone L/C Facility from December 2026 to December 2027 and (iv) provides for the New Term Loan B Facility (as defined and further discussed below). The revolving commitments under the RCF will be available for working capital, capital expenditures and general corporate purposes and the letter of credit commitments will be available to support the issuance of letters of credit. New Term Loan B Facility As previously announced on October 9, 2025, TES successfully priced and allocated a new $1.2 billion senior secured term loan B facility (the "New Term Loan B Facility"), which constitutes a new tranche of term loans separate from TES's existing senior secured term loan B'

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth under the Introductory Note of this Report is incorporated into this Item 2.01 by reference. On the Closing Date, the Company, through Talen Generation, consummated the Acquisitions pursuant to the Purchase Agreements 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"). Pursuant to the Purchase Agreements, the Company paid approximately $1.5 billion in connection with the Freedom Acquisition and approximately $2.3 billion in connection with the Guernsey Acquisition. The purchase price for each Acquisition is subject to certain post-closing adjustments for net working capital and other customary items, as further set forth in each Purchase Agreement. The Acquisitions were funded with the proceeds from the Offerings and the New Term Loan B Facility. The summary description of the terms of each Purchase Agreement, including the description of the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to the full text of each Purchase Agreement. Copies of the Purchase Agreements were attached as Exhibit 2.1 and Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2025, filed with the U.S. Securities and Exchange Commission on August 7, 2025, and is incorporated into this Report and this Item 2.01 by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided under Item 1.01 of this Report regarding the Amended Credit Agreement and New Term Loan B Facility is incorporated into

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure . On November 25, 2025, the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1 to this Report and is incorporated into this Item 7.01 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 of 1934, as amended or the Exchange Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses or Funds Acquired. To be filed by amendment not later than 71 calendar days after the date this Report is required to be filed. (b) Pro Forma Financial Information. To be filed by amendment not later than 71 calendar days after the date this Report is required to be filed. (d) Exhibits. Exhibit No. Description. 4.1 First Supplemental Indenture, dated November 25 , 2025, by and among Talen Energy Supply, LLC, as Issuer, the subsidiary guarantors party thereto, and Citibank, N.A., as trustee (relating to the 6.250% Senior Notes due 2034). 4.2 First Supplemental Indenture, dated November 25 , 2025, by and among Talen Energy Supply, LLC, as Issuer, the subsidiary guarantors party thereto, and Citibank, N.A., as trustee (relating to the 6.500% Senior Notes due 2036). 4.3 Fifth Supplemental Indenture, dated November 25 , 2025, by and among Talen Energy Supply, LLC, as Issuer, the subsidiary guarantors listed therein, and Wilmington Savings Fund Society, FSB, as trustee (relating to the 8.625% Senior Secured Notes due 2030). 10.1 Amendment No. 5 to Credit Agreement, dated as of November 25 , 2025, by and among Talen Energy Supply, LLC as Borrower, the subsidiary guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent. 99.1 Press Release dated November 25, 2025. 104 Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document). 3

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: November 25, 2025 By: /s/ Terry L. Nutt Name: Terry L. Nutt Title: Chief Financial Officer 4

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