Talen Energy files 8-K: results of operations

Item 2.02. Results of Operations and Financial Condition.

On May 5, 2026, Talen Energy Corporation (“Talen”) announced via press release its first quarter 2026 financial and operating results. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

The information provided under this Item 2.02 and in Exhibit 99.1 to this Report 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. The information under this Item 2.02 and in Exhibit 99.1 to this Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

Earnings Release Highlights

▪ First quarter GAAP Net Income of $63 million.

▪ First quarter Adjusted EBITDA of $473 million and Adjusted Free Cash Flow of $350 million.

▪ Reaffirming 2026 Adjusted EBITDA and Adjusted Free Cash Flow guidance ranges of $1,750 million - $2,050 million and $980 million - $1,180 million, respectively.

▪ Signed definitive agreement to acquire the Lawrenceburg Power Plant (“Lawrenceburg”) in Indiana, and the Waterford Energy Center (“Waterford”) and Darby Generating Station (“Darby”) each in Ohio (collectively, the “Cornerstone Acquisition”) from Energy Capital Partners (“ECP”).

▪ Raised $4 billion to finance the Cornerstone Acquisition and redeem $1.2 billion of 8.625% Senior Secured Notes.

▪ Expecting more than an aggregate $40 million annual interest savings as a result of the 8.625% Senior Secured Notes redemption.

HOUSTON, May 5, 2026 – Talen Energy Corporation (“Talen,” the “Compan y,” “we,” or “our”) ( NASDAQ: TLN ), a leading independent power producer, today reported its first quarter 2026 financial results and other highlights.

“Talen started the year strong and today we are reporting first quarter results, earning $473 million of Adjusted EBITDA and $350 million of Adjusted Free Cash Flow. We continue to progress the Cornerstone Acquisition and secured financing in April. During the quarter, we repurchased 300,000 shares for $100 million under our share repurchase program and have $1.9 billion remaining through year end 2028. With strong first quarter results, and until we close the Cornerstone Acquisition, we are reaffirming our 2026 guidance,” said Talen Chief Executive Officer Mac McFarland. He continued, “We continue to progress on several land development and contracting growth options through our flywheel strategy.”

Operating Results (Unaudited)

(a) Total generation is net of station use consumption, where applicable. Volumes associated with acquired and sold generation facilities are presented for the periods in which Talen owned the facilities.

For the quarter ended March 31, 2026, Talen reported GAAP Net Income of $63 million, Adjusted EBITDA of $473 million, and Adjusted Free Cash Flow of $350 million. Compared with the three months ended March 31, 2025:

▪ GAAP Net Income increased by $198 million primarily due to increases of capacity revenues and energy and other revenues, net of fuel and energy purchases that were partially offset by increases in interest expense and other finance charges as well as income tax expense.

▪ Adjusted EBITDA increased by $273 million primarily due to increases in capacity revenues and energy and other revenues, net of fuel and energy purchases.

▪ Adjusted Free Cash Flow increased by $263 million primarily due to increases in capacity revenues and energy and other revenues, net of fuel and energy purchases, which were partially offset by higher cash interest payments.

See “Non-GAAP Financial Measures” for details and reconciliations of GAAP to non-GAAP financial measures.

(a) Excludes impact of the Cornerstone Acquisition.

Cornerstone Acquisition

On January 15, 2026, Talen entered into a definitive merger agreement with affiliates of ECP to purchase the 1,120 megawatt (“MW”) Lawrenceburg asset located in Indiana, and the 875 MW Waterford and 456 MW Darby assets, both located in Ohio. The Cornerstone Acquisition will substantially expand Talen’s presence in the western PJM market and add additional efficient baseload generation assets to our fleet.

The Cornerstone Acquisition is expected to close early in the second half of 2026 and is subject to the satisfaction of customary closing conditions and regulatory approvals from the FERC, Indiana Utility Regulatory Commission and other regulatory agencies. The waiting period pursuant to the Hart-Scott-Rodino Act of 1976 expired in March 2026.

Financing Transactions

In April 2026, Talen Energy Supply (“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 (ii) $2.5 billion in aggregate principal amount of 6.375% Senior Unsecured Notes due 2033, with interest payable on May 1 and November 1 of each year. We intend to use the net proceeds from the issuance and sale of the Senior Unsecured Notes due 2031 and 2033 to fund the previously announced Cornerstone Acquisition and we have used a portion of the net proceeds to redeem Talen’s outstanding 8.625% Senior Secured Notes due in 2030. We expect more than an aggregate $40 million of annual interest savings due to lower periodic interest payments: (i) as a result of the 8.625% Senior Secured Notes redemption, and (ii) on the TLBs as a result of a lower secured debt ratio.

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 $900 million to $1.35 billion; and (ii) received commitments to upsize its existing $1.1 billion LCF to $1.5 billion and extend the maturity from December 2027 to December 2029.

Balance Sheet and Liquidity

We are focused on maintaining net leverage below our target of 3.5x net debt-to-Adjusted EBITDA. As of March 31, 2026, Talen had ample total available liquidity of approximately $1.9 billion, comprised of $1.0 billion of unrestricted cash and $900 million of available capacity under the revolving credit facility.

Update on Hedging Activities

As of March 31, 2026, including the impact of the Nuclear PTC, we had hedged approximately 85% of our expected generation volumes for 2026, approximately 65% for 2027 and approximately 20% for 2028. Talen’s hedging program is a key component of our comprehensive risk policy and supports the objective of increasing cash flow stability while maintaining upside optionality.

Earnings Call

Talen will hold an earnings call on Tuesday, May 5, 2026, at 4:30 p.m. ET (3:30 p.m. CT). To listen to the earnings call, please register in advance for the webcast here . For participants joining the call via phone, please register here prior to the start time to receive dial-in information. For those unable to participate in the live event, a digital replay will be archived for approximately one year and available on the Events page of Talen’s Investor Relations website linked here .