Tri-State Generation & Transmission 8-K Filing

TL;DR

Tri-State 8-K: Material agreements entered and terminated. Check financials.

AI Summary

Tri-State Generation & Transmission Association, Inc. filed an 8-K on September 23, 2025, reporting the entry into and termination of material definitive agreements. The filing also includes financial statements and exhibits. The company is incorporated in Colorado and its principal executive offices are located in Westminster.

Why It Matters

This 8-K filing indicates significant changes in Tri-State's contractual agreements, which could impact its operations, financial standing, and relationships with partners.

Risk Assessment

Risk Level: medium — The entry into and termination of material definitive agreements suggests potential shifts in business strategy or operational challenges that warrant closer examination.

Key Numbers

• 333-212006 — Commission File Number (Identifies the company's filing with the SEC.)
• 84-0464189 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Tri-State Generation & Transmission Association, Inc. (company) — Registrant
• Colorado (location) — State of incorporation and business address
• Westminster (location) — City of business address

FAQ

Key Financial Figures

• $160,303,099.79 — es an estimated Final Payment Amount of $160,303,099.79 that was calculated in accordance with

Filing Documents

• tris-20250922.htm (8-K) — 36KB
• lpeawithdrawalagreement.htm (EX-10.1) — 182KB
• 0001637880-25-000053.txt ( ) — 352KB
• tris-20250922.xsd (EX-101.SCH) — 2KB
• tris-20250922_lab.xml (EX-101.LAB) — 19KB
• tris-20250922_pre.xml (EX-101.PRE) — 11KB
• tris-20250922_htm.xml (XML) — 2KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. In September 2021, Tri-State Generation and Transmission Association, Inc. ("Tri-State") filed with the Federal Energy Regulatory Commission ("FERC") a modified contract termination payment methodology tariff as Rate Schedule No. 281 that provides a process should a utility member of Tri-State elect to withdraw from membership in Tri-State and terminate its wholesale electric service contract with Tri-State. The tariff process includes requirements for a two-year notice and the payment of a contract termination payment to Tri-State. In October 2021, FERC accepted the modified contract termination payment methodology, to be effective November 1, 2021, subject to refund. FERC set the matter for hearing and instituted a concurrent Federal Power Act section 206 proceeding to determine the justness and reasonableness of the modified methodology. A hearing on the modified contract termination payment methodology occurred in May 2022 before an administrative law judge at FERC. On September 29, 2022, the administrative law judge issued an initial decision that endorsed the FERC trial staff modified balance sheet approach methodology ("Initial Decision"). In October 2022, Tri-State and other parties filed exceptions to the Initial Decision. On December 19, 2023, FERC issued an order on the Initial Decision and affirmed in part, reversed in part, modified in part, and clarified the Initial Decision in part ("FERC December 19 Order"). Generally, FERC adopted a further modified version of FERC trial staff's modified balance sheet approach methodology, referred to as the Adopted BSA. Tri-State and other parties have filed petitions for review of the FERC December 19 Order, which is fully briefed before the United States Court of Appeals for the Tenth Circuit. We have filed multiple versions of revised Rate Schedule 281 with FERC as directed by FERC's compliance filing orders, including Rate Schedule 281 that we file d in

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. Reference is made to the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements Certain statements included in this Current Report on Form 8-K that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," "project," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, FERC's acceptance of the terms contained in the Withdrawal Agreement, the Final Payment Amount, and if LPEA will withdraw. These statements are based on various assumptions, whether or not identified in this Current Report on or the exhibits hereto, and on the current expectations of management and are not predictions of actual events.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Membership Withdrawal Agreement, between Tri-State Generation and Transmission Association, Inc. and La Plata Electric Association, Inc., dated September 22 , 2025 SIGNATURE 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 thereunto duly authorized. TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. Date: September 23, 2025 By: /s/ Bryan R. Davis Bryan R. Davis Senior Vice President/Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR