Talen Energy Corp 2024年度报告

FORM 10-K (Mark One) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________Commission File Number: 001-37388 Talen Energy Corporation(Exact name of registrant as specified in its charter) Delaware 47-1197305 (State or other jurisdiction of incorporation or organization) 2929 Allen Pkwy, Suite 2200, Houston, TX 77019(Address of principal executive offices) (Zip Code) (888) 211-6011(Registrant’s telephone number, including area code) Not applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☐ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes☐No☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant wasapproximately $5.9 billion as of June 28, 2024, the last business day of the registrant’s most recently completed second fiscalquarter, based on 53,254,954 shares then outstanding at the OTCQX closing price of $111.02 per share. As of February 27, 2025, the registrant had 45,961,910 shares outstanding of common stock, par value $0.001 per share(“common stock”). Documents Incorporated by Reference The information required pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, theregistrant’s definitive proxy statement for the 2025 annual meeting of stockholders (the “2025 Proxy Statement”), which will befiled with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31,2024. TALEN ENERGY CORPORATIONANNUAL REPORT ON FORM 10-KTABLE OF CONTENTS Form10-K Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION This Annual Report (this “Report”) contains forward-looking statements concerning expectations, beliefs, plans,objectives, goals, strategies, and (or) future performance or other events, as well as underlying assumptions andother statements, that are not stateme