TLN — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-05

• In July 2026, PJM announced the results of the 2028/2029 PJM BRA. Talen cleared 10,180 MWs at a price of $325.00/MWd for the MAAC, PPL, and RTO locational deliverability areas.

• See “—Factors Affecting Our Financial Condition and Results of Operations—Capacity Markets” for additional information.

• In June 2026, the Company consummated the Cornerstone Acquisition for an aggregate $3.5 billion, consisting of $2.6 billion in cash, and 2,399,998 shares of TEC common stock, valued at $927 million. The cash portion of the consideration was funded using a portion of the net proceeds of the issuance …

• In connection with the closing of the Cornerstone Acquisition, and pursuant to the Cornerstone RRA, the Company filed a registration statement on Form S-3 (Reg. No. 333-296901), with the SEC on June 18, 2026, registering the shares issued as equity consideration.

• See Notes 10 and 17 to the Interim Financial Statements for additional information on the Cornerstone Acquisition and related financing transactions and “Part I, Item 1A. Risk Factors—Risks Related to the Cornerstone Acquisition” of our 2025 Annual Report for a discussion of the associated risks.

Text removed vs the prior filing · source: 10-Q · 2026-05-05

• Unsecured Notes due 2031 and 2033. In April 2026, TES issued in private placement transactions not involving a public offering: (i) $1.5 billion in aggregate principal amount of 6.125% Senior Unsecured Notes due 2031; and (ii) $2.5 billion in aggregate principal amount of 6.375% Senior Unsecured Not…

• Secured Notes. In April 2026, using a portion of the net proceeds of the Unsecured Notes due 2031 and 2033, TES redeemed in full, the Company’s outstanding Secured Notes in aggregate principal amount of $1.2 billion.

• Credit Facility Transactions. In April 2026, TES also undertook the following financing transactions that are expected to become effective concurrently with the closing of the Cornerstone Acquisition: (i) received commitments to increase its existing RCF (including its revolving LC capacity) from $9…

• See Notes 10 and 17 to the Interim Financial Statements for additional information on the financing transactions and the Cornerstone Acquisition.

• During the three months ended March 31, 2026, we repurchased and retired 300,000 shares of TEC’s outstanding common stock under the SRP. The aggregate purchase price, including transaction fees and excise tax, was $101 million at a weighted average price of $336.42 per share. As of March 31, 2026, t…

Text added vs the prior filing · source: 10-Q · 2026-08-05

• During the three months ended June 30, 2026, management was in the process of integrating the internal controls of the entities recently acquired in the Cornerstone Acquisition into the Company’s existing operations. Other than additional controls associated with the Cornerstone Acquisition, there w…

Text removed vs the prior filing · source: 10-Q · 2026-05-05

• There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2026-05-05

• Unsecured Notes due 2031 and 2033. In April 2026, TES issued in private placement transactions not involving a public offering, and each at par: (i) $1.5 billion in aggregate principal amount of 6.125% Senior Unsecured Notes due 2031, with interest payable on May 1 and November 1 of each year, and (…

• The Unsecured Notes due 2031 and 2033 are subject to customary negative covenants, including but not limited to, certain limitations on incurrence of liens and transactions involving the Susquehanna assets, but do not contain any financial covenants. The Unsecured Notes due 2031 and 2033 also contai…

• Secured Notes. In April 2026, TES redeemed in full, the Company’s outstanding Secured Notes in aggregate principal amount of $1.2 billion, using a portion of the net proceeds of the Unsecured Notes due 2031 and 2033. In connection with the redemption, approximately $60 million of expenses are expect…

• Credit Facility Transactions. Also in April 2026, TES undertook the following financing transactions that are expected to become effective concurrently with the closing of the Cornerstone Acquisition: (i) received commitments to increase its existing RCF (including its revolving LC capacity) from $9…

• The foregoing description is qualified in its entirety by reference to the full text of the 2031 Unsecured Notes Indenture and the 2033 Unsecured Notes Indenture,and the forms of the Unsecured Notes due 2031 and the Unsecured Notes due 2033, copies of which are filed as Exhibits 4.2, 4.3, 4.4 and 4.…