Talen Energy Corp 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ Commission File Number:001-37388 Talen Energy Corporation(Exact name of registrant as specified in its charter) 47-1197305 (IRS Employer Identification No.) 2929 Allen Pkwy, Suite 2200,Houston,TX77019(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 which registered The Nasdaq Global Select Market 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 Securities Exchange Act of 1934 during thepreceding 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 past90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was 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 smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. ☒Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor 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 the registrant included in thefiling 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 compensationreceived 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 or 15(d) of the SecuritiesExchange 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 was approximately $5.9billion as of June28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, based on 53,254,954 shares then outstanding at theOTCQX closing price of $111.02 per share. As of February27, 2025, the registrant had45,961,910shares 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, the registrant’s definitive proxystatement for the 2025 annual meeting of stockholders (the “2025 Proxy Statement”), which will be filed with the Securities and Exchange Commission notlater than 120 days after the end of the fiscal year ended December 31, 2024. Form10-KTable ofContents 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 and other statements, that are not statements ofhistorical fact. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “target,” “project,”“forecast,” “seek,” “will,” “may,” “should,” “could,” “would,” or similar expressions. Although we believe that the exp