We consent to the incorporation by reference in the registration statements No. 333-289356 on Form S-3ASR and No. 333-283230 and No. 333-283227 on Form S-8 of Talen Energy Corporation of our report dated September 12, 2025, with respect to the financial statements of Moxie Freedom LLC, which report appears in the Form 8-K of Talen Energy Corporation dated October 6, 2025.

We consent to the incorporation by reference in the registration statements No. 333-289356 on Form S-3ASR and No. 333-283230 and No. 333-283227 on Form S-8 of Talen Energy Corporation of our report dated September 12, 2025, with respect to the consolidated financial statements of Guernsey Power Holdings, LLC and subsidiary, which report appears in the Form 8-K of Talen Energy Corporation dated October 6, 2025.

HOUSTON, October 6, 2025 -- Talen Energy Corporation (“TEC,” “we” or “our”) (NASDAQ: TLN) announced today that Talen Energy Supply, LLC (“TES” or the “Company”), a direct wholly owned subsidiary of TEC, has (a) launched a $1.2 billion incremental Term Loan B financing (the “Term Financing”), (b) received commitments to upsize its existing $700 million revolving credit facility by $200 million to $900 million, (c) received commitments to upsize its existing $900 million stand-alone letter of credit facility (the “Stand-Alone L/C Facility”) by $200 million to $1.1 billion and (d) agreed to extend the maturity of the Stand-Alone L/C Facility from December 2026 to December 2027.

The Company intends to use the net proceeds of the Term Financing, together with net proceeds from new unsecured indebtedness, to fund the previously announced acquisitions (each an “Acquisition” and collectively, the “Acquisitions”) of (i) the Freedom Energy Center, a 1,045 MW natural gas fired combined cycle generation plant located in Luzerne County, Pennsylvania (the “Freedom Acquisition”) and (ii) the Guernsey Power Station, a 1,836 MW natural gas fired combined cycle generation plant located in Guernsey County, Ohio (the “Guernsey Acquisition”). Each Acquisition is being made pursuant to a purchase and sale agreement (each a “Purchase Agreement” and collectively, the “Purchase Agreements”) each dated July 17, 2025, among Talen Generation, LLC, an indirect wholly owned subsidiary of TEC, and affiliates of Caithness Energy, L.L.C.

To the extent the Acquisitions do not close concurrently, the Term Financing will include both upfront and delayed draw commitments, providing the Company with flexibility to meet its funding and timing needs for the Acquisitions. In the event that (i) only one of the Acquisitions has been completed on or prior to 11:59 p.m. (Eastern Time) on July 17, 2026 (or, to the extent such date is automatically extended pursuant to the terms of the applicable Purchase Agreement, to January 17, 2027) (such date, as extended if applicable, the “Outside Date”) or (ii) one of the Acquisitions has been completed without the use of the delayed draw component of the Term Financing, such delayed draw component will automatically terminate. The consummation of the Acquisitions are not conditioned on each other and there is no guarantee that the Term Financing or any element thereof will occur.

Talen Energy (NASDAQ: TLN) is a leading independent power producer and energy infrastructure company dedicated to powering the future. We own and operate approximately 10.3 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet. We produce and sell electricity, capacity, and ancillary services into wholesale U.S. power markets, with our generation fleet principally located in the Mid-Atlantic and Montana. Our team is committed to generating power safely and reliably delivering the most value per megawatt produced. Talen is also powering the digital infrastructure revolution. We are well-positioned to serve this growing industry, as artificial intelligence data centers increasingly demand more reliable, clean power. Talen is headquartered in Houston, Texas.

Sergio Castro

Vice President & Treasurer
InvestorRelations@talenenergy.com

Taryne Williams Director, Corporate Communications Taryne.Williams@talenenergy.com This communication contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties.

These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this communication, or incorporated by reference into this communication, are forward-looking statements. Throughout this communication, we have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasts,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements address future events and conditions concerning, among other things, the proposed Acquisitions, the expected closing of the proposed transactions and the timing thereof, the financing of the proposed transactions, capital expenditures, earnings, litigation, regulatory matters, hedging, liquidity and capital resources, accounting matters, expectations, beliefs, plans, objectives, goals, strategies, future events or performance, shareholder returns and underlying assumptions. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this communication. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from expectations and are subject to numerous factors that present considerable risks and uncertainties.

Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

The Member
Moxie Freedom, LLC:

We have audited the financial statements of Moxie Freedom, LLC (the Company), which comprise the balance sheet as of December 31, 2024, and the related statements of operations, member’s capital, and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

September 12, 2025

(1)Organization and Operation of the Company

(a)Description of Business

(2)Summary of Significant Accounting Policies

(a)Basis of Accounting and Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and reflects all adjustments, which the Company believes are necessary to fairly present the financial position, results of operations, and cash flows of the Company for the year ended December 31, 2024.

(b)Reclassifications and Immaterial Error Corrections

(c)Accounts Receivable and Revenue Recognition

Accounts receivable consist of receivables from PJM Interconnection, LLC (PJM) for capacity, energy, and ancillary services payments. The Company earns merchant revenue for incremental capacity, energy, and ancillary services provided to PJM. Merchant capacity, energy, and ancillary services revenue is recorded as electricity sales at the end of each operating period based upon energy delivered and services provided during the period.

The Company’s revenue includes sales from commodity contracts that are accounted for under ASC 815, Derivatives and Hedging (ASC 815). Revenue from commodity contracts primarily relates to forward sales of commodities merchant energy prices, which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying (e.g. the price of gas), a notional amount (e.g. tons), no initial net investment and can be net settled since the commodity is readily convertible to cash. Revenue from commodity contracts is recognized in electricity sales for the contracted amount when the contracts are settled at a point in time by transferring control of the commodity to the customer, similarly to revenue recognized from contracts with customers under ASC 606. From inception through settlement, these forward sales arrangements are recorded at fair value under ASC 815 with unrealized gains and losses recognized in the respective statement of operations caption (Revenue or Interest Expense) and carried on the balance sheet as assets or liabilities (see Note 6: Derivative Instruments and Hedging Activities), respectively. Further information about the fair value of these contracts is presented in the Note 4: Fair Value Measurements.

(d)Cash and Cash Equivalents

(e)Restricted Cash

Restricted cash represents amounts that are required to be maintained in separate accounts in connection with the Project Debt (note 5) for future debt service, major maintenance requirements, and general corporate purposes.

(f)Property, Plant, and Equipment, Net

(g)Materials and Supplies

Materials and supplies in the amount of $3,872 as of December 31, 2024, are stated at the lower of the average cost or net realizable value.

(h)Income Taxes

(i)Use of Estimates

(j)Asset Retirement Obligations

(k)Impairment of Long-Lived Assets

(l)Deferred Financing Costs

Deferred financing costs represent costs to obtain long-term financing and are amortized using the effective-interest method over the term of the related debt. Deferred financing costs have been netted against long-term project debt (note 5) and at December 31, 2024 consist of the following:

The related amortization expense for the year ended December 31, 2024 was $3,925.

(m)Fair Value of Financial Instruments

(n)Derivative and Hedging Activities

The Company recognizes derivative instruments as either assets or liabilities in the balance sheet at their respective fair values, unless they qualify for the normal purchase-normal sale exception. These instruments are reported gross on the Company's balance sheet. The Company uses derivative instruments to manage its exposure to interest rate risk and merchant power price risk and does not hold or issue derivative instruments for speculative or trading purposes.

(o)Leases

(p)Interest Expense

Interest payments are reported as interest expense on the statements of operations. Total interest expense was $32,380 as of December 31, 2024. Interest expense includes interest on debt, commitment fees, interest rate swap settlements and corresponding changes in fair value. The interest rate swaps are derivative financial instruments and are recorded on the consolidated balance sheets at fair value.

(q)Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable, which are concentrated within the energy industry and derivative financial instruments with large creditworthy financial institutions. These industry concentrations may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions.

Receivables and other contractual arrangements are subject to collateral requirements under the terms of enabling agreements. However, the Company believes that the credit risk posed by industry concentration is offset by the diversification and creditworthiness of its customer base. As of December 31, 2024, substantially all the Company’s revenue and accounts receivable is with one counterparty.

(3)Property, Plant, and Equipment, Net

Property, plant, and equipment, net at December 31, 2024 consists of the following:

Depreciation expense was $26,469 for the year ended December 31, 2024.

(4)Fair Value Measurements

•Level 1 – Consists of assets or liabilities whose value is based on unadjusted quoted prices in active markets at the measurement date. The Company holds no assets or liabilities that meet the definition of level 1.

•Level 2 – Consists of assets or liabilities valued using industry standard models and based on prices, other than quoted prices within Level 1, that are either directly or indirectly observable as of the measurement date.

•Level 3 – Consists of assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date.

The following tables set forth by level within the fair value hierarchy the financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2024. These financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The Commodity swaps referenced above have been designated as Level 3 derivative financial instruments due to their illiquidity. The Commodity swaps have been entered into with counterparties with high credit ratings.

(a)Additional Information Regarding Level 3 Measurements

For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations for contracts with tenors that extend into periods with no observable pricing. For the year ended December 31, 2024, the significant unobservable inputs used in the fair value measurement of the Power Swaps are as follows:

(5)Project Debt

On November 10, 2015, the Company entered into a $532 million floating rate construction and term loan facility to finance the construction of the project and a $60 million working capital facility (together the Project Debt).

On April 4, 2023, the Company entered into a Credit Agreement (Refinance Agreement) with multiple lenders for a new Term loan facility in the amount of $432,599 and a working capital loan facility in the amount of $30,000. The proceeds from the Refinance Agreement were used to pay off the original term loan facility. This replaced the Project Debt with new loan terms and interest rates. One lender from the original term loan facility rolled over the principal amount of $20,977 to be deemed borrowed under the refinance agreement. The rollover did not result in an actual exchange of cash.

Due to the majority of new lenders and materially different terms on the new loan this transaction was treated as an extinguishment of the original project debt and placement of new debt for these financial statements. The unamortized deferred financing costs of $1,867 from the original project debt were written off as part of extinguishment, the Company recorded to deferred financing cost amortization expense in the statements of operations.

During 2024, the Company has debt outstanding as follows:

The principal and interest payments on the Project Refinancing Agreement are made quarterly on March 31, June 30, September 30, and December 31 of each year. The amount of these payments includes a mandatory principal payment in addition to a cash sweep mechanism for additional principal payments calculated on a quarterly basis.

The annual maturities of the Refinance Agreement based on mandatory principal payments are as follows:

(6)Derivative Instruments and Hedging Activities

The Company uses interest rate derivative instruments to manage its exposure to changes in the interest rate on its variable rate debt instruments. In addition, from time to time the Company uses Commodity swaps to manage its merchant power price risk.

Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates or merchant power prices. The market risk associated with interest-rate contracts and Commodity swap contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

The tables listed below provide a reconciliation of the beginning and ending net balances for the derivative instruments measured at fair value. All interest rate swaps are classified as Level 2 in the fair value hierarchy and all Commodity swaps are classified as Level 3 in the fair value hierarchy:

The following table summarizes the fair value within the derivative instrument valuation on the balance sheets as of December 31, 2024:

(a)Interest Rate Swaps

On November 10, 2015, the Company entered into eleven interest rate swap agreements, each with the same terms, which were designated as cash flow hedges of the forecasted interest payments for 75% of the expected outstanding Project Debt under the credit facility. The interest rate swaps are in effect from June 29, 2018 to June 30, 2023 and effectively convert the floating rate for the hedged portion of the Project Debt to a fixed interest rate of 2.521%. The interest rate swaps are derivative financial instruments and are recorded on the balance sheet at fair value. Changes in the combined fair value of the interest rate swaps of $(9,810) were recorded in other comprehensive income (loss) for the year ended December 31, 2019. On December 31, 2019, the Company discontinued use of hedge accounting and $9,266 was frozen in accumulated other comprehensive income.

This amount will be amortized into income using the effective-interest method (over the remaining life of the derivatives) through June 30, 2023.

On March 28, 2023, the Company terminated and settled its existing interest rate swap agreements, as part of the Refinance Agreement (see note 5). As part of the settlement of the existing interest rate swap agreements, the Company received $1,950 for early redemption recorded as a reduction to interest expense. The Company entered into new interest rate swaps who’s combined notional value which represent at least 75% of the outstanding principal of the Project Debt at all times. The interest rate swaps are in effect from June 30 ,2023 to December 31, 2029 and effectively convert the floating rate for the hedged portion of the Project Refinanced Agreement to a fixed interest rate between 3.45% and 3.75%.

(b)Commodity Swaps

During 2024 the Company entered into various Commodity Swap Transactions. These swaps lock in various fixed pricing of the Projects output. The notional volume of the Company’s open derivative transactions is 2,405,900 MWH’s for the year ended December 31, 2024.

(7)Related Party Transactions

(a)Administrative Management Agreement (AMA)

The Company executed an AMA with Caithness Freedom Administrative Management, LLC on November 10, 2015 to act as an independent contractor who performs operational management and general administrative services. The services and fees under the AMA began on January 1, 2018 and continue throughout the operating period of the Project. The Company pays an annual fee of $2,000, which will be subject to annual increases based on the Consumer Price Index increase for the immediately preceding 12-month period. For the year ended December 31, 2024 the AMA fees of $2,490 were incurred and recorded in general and administrative expenses in the statements of operation.

(b)Amounts Due from and Due to Related Parties

Amounts due to related parties pertain to payments of normal course of business expenses paid on behalf of the Company and intercompany loans. The amounts due to related parties as of December 31, 2024 is $0.

(8)Commitment and Contingencies

The Company obtained Letters of Credit (LOC) under the working capital facility to satisfy the obligations for various site permit requirements. The table below summarizes the LOC drawn balance outstanding as of December 31, 2024:

The Company paid commitment fees in connection with the undrawn balance of the working capital facility. For the year ended December 31, 2024, the commitment fees, of $997, are included in interest expense.

The table below summarizes the Company’s commitment fees as of December 31, 2024:

(a)Operation and Maintenance Agreement (OMA)

•Mobilization Phase: $20 each month with an expected total of $240, plus reimbursement of payroll costs and other operating expenses

•Operational Phase: $300 annual fees, paid in $25 monthly installments, plus reimbursement of payroll costs and other operating expenses

•Annual base amount of $180, escalated by the change in the CPI compared to the CPI at the date of the OMA execution.

•Consideration of operator performance in safety, environmental, budget compliance and facility availability (all as defined in the OMA).

For the year ended December 31, 2024, the fees expensed were $4,034.

(b)Contract Service Agreement (CSA)

On September 17, 2015, the Company entered into a CSA with General Electric International, Inc., pursuant to which they will provide parts and services for the installed gas turbines. The CSA will cover maintenance, repair of collateral damage, initial spare parts, monitoring systems, unscheduled outage obligations, nonhazardous cleanup, and permits having to do with the installed turbines.

The term of the CSA is for 20 years with no option to terminate by either party without penalty. Minimum payments required under the contract vary by year totaling $27,000 from 2024 through 2030 excluding direct costs and variable fees.

(c)Contract for Sale and Purchase of Natural Gas (GSA)

On August 7, 2015, the Company entered into the GSA with South Jersey Resources Group, LLC (SJRG) for the firm supply and transportation of up to 157,000 MMBtu of natural gas to the project for a period of 10 years from the in-service date. In 2015, the Company elected ASC 815 scope except for normal purchase-normal sale. SJRG will procure gas from Coterra Energy, Inc. (formerly known as Cabot Oil & Gas) and sell it to the Project using a three-tranche pricing formula.

For the year ended December 31, 2024, the Company incurred expenses of $130,666, which have been recorded as fuel expense.

(d)Interconnection Service Agreement (ISA)

(9)Subsequent Events

On July 17, 2025 the Moxie Freedom Holdings, LLC, the sole owner of the Company entered into an agreement to sell its entire interest in the Company to an unrelated third party. This transaction is not expected to have any effect on the Company's financial position.

In September 2025, the Company received notice from an unrelated third party alleging breach of contract. The Company has conducted a thorough review of the case and consulted with legal counsel. Based on the information currently available, the Company believes that the claims are without merit and intends to vigorously defend against them. At this time, no reserve has been recorded in the financial statements for potential liabilities related to this litigation, as management does not expect any material adverse impact on the Company's financial position or results of operations. Subsequent events have been evaluated and disclosed as required through the report issuance date of September 12, 2025.

(Unaudited)

Moxie Freedom LLC:

We have reviewed the condensed financial statements of Moxie Freedom LLC (the Company), which comprise the condensed balance sheet as of June 30, 2025, the related condensed statements of operations for the three-month and six-month periods ended June 30, 2025, and the related condensed statements of cash flows and changes in Member’s Capital for the six-month periods ended, and the related notes (collectively referred to as the condensed interim financial information).

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed interim financial information for it to be in accordance with U.S. generally accepted accounting principles.

We conducted our review in accordance with auditing standards generally accepted in the United States of America (GAAS) applicable to reviews of interim financial information. A review of condensed interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. A review of condensed interim financial information is substantially less in scope than an audit conducted in accordance with GAAS, the objective of which is an expression of an opinion regarding the financial information as a whole, and accordingly, we do not express such an opinion. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our review.

Management is responsible for the preparation and fair presentation of the condensed interim financial information in accordance with U.S. generally accepted accounting principles and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of condensed interim financial information that is free from material misstatement, whether due to fraud or error.

We have previously audited, in accordance with GAAS, the balance sheet as of December 31, 2024, and the related statements of operations, statement of member’s capital, and cash flows for the year then ended (not presented herein); and we expressed an unmodified audit opinion on those audited financial statements in our report dated March 31, 2025. In our opinion, the accompanying condensed balance sheet of the Company as.of December 31, 2024 is consistent, in all material respects, with the audited financial statements from which it has been derived.

(1)Organization and Operation of the Company

(a)Description of Business

(2)Summary of Significant Accounting Policies

(a)Basis of Accounting and Presentation

(b)Accounts Receivable and Revenue Recognition

The Company’s revenue includes sales from commodity contracts that are accounted for under ASC 815, Derivatives and Hedging (ASC 815). Revenue from commodity contracts primarily relates to forward sales of commodities merchant energy prices, which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying (e.g.

the price of gas), a notional amount (e.g. tons), no initial net investment and can be net settled since the commodity is readily convertible to cash. Revenue from commodity contracts is recognized in electricity sales for the contracted amount when the contracts are settled at a point in time by transferring control of the commodity to the customer, similarly to revenue recognized from contracts with customers under ASC 606. From inception through settlement, these forward sales arrangements are recorded at fair value under ASC 815 with unrealized gains and losses recognized in the respective statement of operations caption (revenue or interest expense) and carried on the balance sheet as assets or liabilities (see Note 6: Derivative Instruments and Hedging Activities), respectively. Further information about the fair value of these contracts is presented in the Note 4: Fair Value Measurements.

The following table represents merchant capacity, energy, settlement of power swaps, and ancillary services revenue sales at June 30, 2025.

(c)Cash and Cash Equivalents

(d)Restricted Cash

Restricted cash represents amounts that are required to be maintained in separate accounts in connection with the Project Debt (Note 5) for future debt service, major maintenance requirements, and general corporate purposes.

(e)Property, Plant, and Equipment, Net

(f)Materials and Supplies

Materials and supplies in the amount of $3.9 million as of June 30, 2025 and December 31, 2024, respectively, is stated at the lower of the average cost or net realizable value.

(g)Income Taxes

(h)Use of Estimates

(i)Asset Retirement Obligations

(j)Impairment of Long-Lived Assets

(k)Deferred Financing Costs

Deferred financing costs represent costs to obtain long-term financing and are amortized using the effective-interest method over the term of the related debt. Deferred financing costs have been netted against long-term project debt (note 5) and at June 30, 2025 consist of the following:

The related amortization expense for the three and six months ended June 30, 2025 was $0.9 million and $1.8 million, respectively.

(l)Fair Value of Financial Instruments

(m)Derivative and Hedging Activities

(n)Leases

(o)Interest Expense

Interest payments are reported as interest expense on the statements of operations. Total interest expense was $9.2 million and $19.8 million for the three and six months ended June 30, 2025, respectively. Interest expense includes interest on debt, interest rate swap settlements and corresponding changes in fair value.

(p)Concentration of Credit Risk

(3)Property, Plant, and Equipment, Net

Property, plant, and equipment, net at June 30, 2025 and December 31, 2024 consists of the following:

Depreciation expense was $6.6 million and $13.2 million for the three and six months ended June 30, 2025, respectively.

(4)Fair Value Measurements

•Level 1 – Consists of assets or liabilities whose value is based on unadjusted quoted prices in active markets at the measurement date. The Company holds no assets or liabilities that meet the definition of level 1.

•Level 2 – Consists of assets or liabilities valued using industry standard models and based on prices, other than quoted prices within Level 1, that are either directly or indirectly observable as of the measurement date

•Level 3 – Consists of assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date.

The following tables set forth by level within the fair value hierarchy the financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2025 and December 31, 2024. These financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and placement within the fair value hierarchy levels.

The Power swaps referenced above have been designated as Level 3 derivative financial instruments due to their illiquidity. The power swaps have been entered into with counterparties with high credit ratings.

(a)Additional Information Regarding Level 3 Measurements

For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations for contracts with tenors that extend into periods with no observable pricing. The significant unobservable inputs used in the fair value measurement of the Power Swaps as of Juen 30, 2025 and December 31, 2024 are as follows:

(5)Project Debt

On November 10, 2015, the Company entered into a $532.0 million floating rate construction and term loan facility to finance the construction of the project and a $60.0 million working capital facility (together the Project Debt).

On April 4, 2023, the Company entered into a Credit Agreement (Refinance Agreement) with multiple lenders for a new Term loan facility in the amount of $432.6 million and a working capital loan facility in the amount of $30.0 million. The proceeds from the Refinance Agreement were used to pay off the original term loan facility. This replaced the Project Debt with new loan terms and interest rates. One lender from the original term loan facility rolled over the principal amount of $21.0 million to be deemed borrowed under the refinance agreement. The rollover did not result in an actual exchange of cash.

Due to the majority of new lenders and materially different terms on the new loan this transaction was treated as an extinguishment of the original project debt and placement of new debt for these financial statements. The unamortized deferred financing costs of $1.9 million from the original project debt were written off as part of extinguishment, the Company recorded to deferred financing cost amortization expense in the statements of operations.

As of June 30, 2025 and December 31, 2024, the Company has debt outstanding as follows:

The principal and interest payments on the Project Refinancing Agreement are made quarterly on March 31, June 30, September 30, and December 31 of each year. The amount of these payments includes a mandatory principal payment in addition to a cash sweep mechanism for additional principal payments calculated on a quarterly basis. As of June 30, 2025 and December 31, 2024, the fair market value of the debt was $367 million and $393 million, respectively. For the three and six months ended June 30, 2025, the amount of interest cost incurred on the current Project Debt was $7.4 million and $15.0 million, respectively.

The annual maturities of the Refinance Agreement based on mandatory principal payments as of June 30, 2025 are as follows:

(6)Derivative Instruments and Hedging Activities

For the three and six months ended June 30, 2025 the Company received $0.5 million and $1.1 million of interest swap settlements, which were recognized on the statement of operations.

(a)Interest Rate Swaps

On March 28, 2023, the Company terminated and settled its existing interest rate swap agreements, as part of the Refinance Agreement (see Note 5). As part of the settlement of the existing interest rate swap agreements, the Company received $2.0 million for early redemption recorded as a reduction to interest expense. The Company entered into new interest rate swaps who’s combined notional value which represent at least 75% of the outstanding principal of the Project Debt at all times. The interest rate swaps are in effect from June 30, 2023 to December 31, 2029 and effectively convert the floating rate for the hedged portion of the Project Refinanced Agreement to a fixed interest rate between 3.45% and 3.75%.

(b)Commodity Swaps

During 2023 and 2024 the Company entered into various Commodity Swap Transactions. These swaps lock in various fixed pricing of the Projects output. The notional volume of the Company's open derivative transactions is 4,656,000 MWH's for the period ended June 30, 2025.

The following table summarizes the fair value within the derivative instrument valuation on the balance sheets as of June 30, 2025 and December 31, 2024:

(7)Related Party Transactions

(a)Administrative Management Agreement (AMA)

The Company executed an AMA with Caithness Freedom Administrative Management, LLC on November 10, 2015 to act as an independent contractor who performs operational management and general administrative services. The services and fees under the AMA began on January 1, 2018 and continue throughout the operating period of the Project. The Company pays an annual fee of $2.0 million, which will be subject to annual increases based on the Consumer Price Index increase for the immediately preceding 12-month period. For the three and six months ended June 30, 2025, the AMA fees of $0.7 million and $1.3 million respectively were incurred and recorded in general and administrative expenses in the statements of operation.

(b)Amounts Due from and Due to Related Parties

Amounts due to related parties pertain to payments of normal course of business expenses paid on behalf of the Company and intercompany loans. The Company currently does not have amounts due to or due from related parties as of June 30, 2025 and December 31, 2024.

(8)Commitment and Contingencies

In 2023 and 2024, the Company obtained Letters of Credit (LOC) under the working capital facility to satisfy the obligations for various site permit requirements. On December 31, 2024 the Commodity Hedging LOC was no longer necessary and was returned to the working capital facility.

The Company pays commitment fees in connection with the undrawn balance of the working capital facility. For the three and six months ended June 30, 2025, the LOCs and commitment fees, were $0.2 million and $0.5 million, respectively, which are included in interest expense on the statements of operations.

The table below summarizes the Company’s commitment fees as of June 30, 2025:

(a)Operation and Maintenance Agreement (OMA)

•Mobilization Phase: $20 thousand each month with an expected total of $0.2 million, plus reimbursement of payroll costs and other operating expenses

•Operational Phase: $0.3 million annual fees, paid in $25 thousand monthly installments, plus reimbursement of payroll costs and other operating expenses

•Annual base amount of $0.2 million, escalated by the change in the CPI compared to the CPI at the date of the OMA execution.

•Consideration of operator performance in safety, environmental, budget compliance and facility availability (all as defined in the OMA).

For the three and six months ended June 30, 2025, the fees expensed were $1.0 and $2.4 million, respectively.

(b)Contract Service Agreement (CSA)

On September 17, 2015, the Company entered into a CSA with General Electric International, Inc., pursuant to which they will provide parts and services for the installed gas turbines. The CSA will cover maintenance, repair of collateral damage, initial spare parts, monitoring systems, unscheduled outage obligations, nonhazardous cleanup, and permits having to do with the installed turbines.

The term of the CSA is for 20 years with no option to terminate by either party without penalty. Minimum payments required under the contract vary by year totaling $27.0 million from 2024 through 2030 excluding direct costs and variable fees.

(c)Contract for Sale and Purchase of Natural Gas (GSA)

On August 7, 2015, the Company entered into the GSA with South Jersey Resources Group, LLC (SJRG) for the firm supply and transportation of up to 157,000 MMBtu of natural gas to the project for a period of 10 years from the in-service date. In 2015, the Company elected ASC 815 scope except for normal purchase-normal sale. SJRG will procure gas from Cabot Oil & Gas and sell it to the Project using a three-tranche pricing formula:

For the three and six months ended June 30, 2025, the Company incurred expenses of $31.6 million and $82.8 million, respectively, which have been recorded as fuel expense.

(d)Interconnection Service Agreement (ISA)

(9)Subsequent Events

In September 2025, the Company received notice from an unrelated third party alleging breach of contract. The Company has conducted a thorough review of the case and consulted with legal counsel. Based on the information currently available, the Company believes that the claims are without merit and intends to vigorously defend against them. At this time, no reserve has been recorded in the financial statements for potential liabilities related to this litigation, as management does not expect any material adverse impact on the Company's financial position or results of operations.

The Member
Guernsey Power Holdings, LLC and Subsidiary:

We have audited the consolidated financial statements of Guernsey Power Holdings, LLC and its Subsidiary (the Company), which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of operations, member’s capital, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the consolidated financial statements are issued.

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

/s/KPMG LLP

Philadelphia, Pennsylvania
September 12, 2025

(1)Organization and Operation of the Company

Guernsey Power Holdings, LLC (GPH or the Company) was formed on July 12, 2016, as a Delaware limited liability company, to act as a holding company for Guernsey Power Station, LLC (the Project Company), which was formed to develop, finance, construct, own, and operate a gas-fired combined-cycle power generation facility with a capacity of approximately 1,875 MW located in Guernsey County, Ohio (the Project or Facility). The Company is wholly owned by Caithness Apex Guernsey, LLC (Member), and is governed by a limited liability company agreement that contains customary industry terms.

On August 29, 2019, Caithness Guernsey Holdings, LLC (CGH) an indirect owner of the Company made non-cash contributions to the Company in an amount equal to $19,873, which consisted of (i) $16,664 which represented the amount owed to CGH in accordance with the Project Development Loan and Development Service Agreement (DSA), which was deemed repaid in full at that time and (ii) $2,000, which was a special distribution that was simultaneously contributed to CGH per the DSA and (iii) $1,209 for additional project development cost. All those costs were recorded at their historical amounts.

The Project Company began development of the Project during 2016 and achieved commercial operations on May 1, 2023. The Project Company secured all land rights, interconnection and transmission rights, and material permits (which are non-appealable) required for construction. The Project Company also executed multiple contracts, including, but not limited to, the following: the Operation and Maintenance Agreement (OMA), Purchase of Power Generation Equipment and Related Services (ESA), the Assignment, Assumption and Consent Agreement, Contractual Service Agreement (CSA), Firm Gas Transportation Agreements (GTA), Contracts for the Sale and Purchase of Natural Gas (GSA), and the Engineering Procurement and Construction Contract (EPC) (note 8).

(2)Summary of Significant Accounting Policies

(a)Basis of Accounting and Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and reflects all adjustments, which the Company believes are necessary to fairly present the consolidated financial position, results of operations, and cash flows of the Company for the year ended December 31, 2024.

(b)Reclassifications and Immaterial Error Corrections

(c)Principles of Consolidation

(d)Accounts Receivable and Revenue Recognition

Accounts receivable primarily consist of receivables from PJM Interconnection, LLC (PJM) for capacity, energy, and ancillary services payments. The Company also has receivables from sales from commodity contracts. The Company earns merchant revenue for incremental capacity, energy, and ancillary services provided to PJM. Merchant capacity, energy, and ancillary services revenue is recorded as electricity sales at the end of each operating period based upon energy delivered and services provided during the period.

The Company’s revenue includes sales from commodity contracts with Large Creditworthy Financial Institutions (collectively known as Power Swaps), that are accounted for under ASC 815, Derivatives and Hedging (ASC 815). Revenue from commodity contracts primarily relates to forward sales of commodities merchant energy prices, which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying (e.g. the price of gas), a notional amount (e.g. tons), no initial net investment and can be net settled since the commodity is readily convertible to cash. Revenue from commodity contracts is recognized in Electricity sales for the contracted amount when the contracts are settled at a point in time by transferring control of the commodity to the customer, similarly to revenue recognized from contracts with customers under ASC 606. From inception through settlement, these forward sales arrangements are recorded at fair value under ASC 815 with unrealized gains and losses recognized in the respective statement of operations caption and carried on the consolidated balance sheet as assets or liabilities (see Note 6: Derivative Instruments and Hedging Activities), respectively. Further information about the fair value of these contracts is presented in Note 4: Fair Value Measurements.

(e)Cash and Cash Equivalents

The Company considers all liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying amount of these instruments approximates fair value because of their short-term maturity.

(f)Restricted Cash

Restricted cash and investments are short term in nature and are specifically designated for the Company’s obligations, as defined in the Project Debt footnote (note 5). Restricted cash represents amounts that are required to be maintained in separate accounts in connection with the Project Debt, significant scheduled construction requirements, and for other general purposes.

(g)Income Taxes

(h)Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and member’s capital and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue, expenses, and allocation of profits and losses during the reporting period. Actual results could differ from those estimates. The Company is unaware of any change of conditions or situations that would cause any material change in estimates used to prepare the consolidated financial statements.

(i)Leases

(j)Asset Retirement Obligations

The Company has no legal or constructive obligations related to the closure of the Facility, and accordingly, no asset retirement obligation is recorded in the consolidated financial statements.

(k)Impairment of Long-Lived Assets

Long-lived assets, such as property, plant, and equipment, and purchased intangibles that are subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell and are not depreciated. The assets and liabilities of a disposed group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheets.

(l)Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, accounts payable, accrued liabilities, other long-term liabilities and amounts due to related parties approximated fair value as of December 31, 2024 because of the relatively short-term maturity of these instruments. The fair value of debt instruments is disclosed in note 4.

(m)Deferred Financing Costs and Amortization Expense

Deferred financing costs represent costs related to the issuance of the Project Debt (note 5) and are amortized using the effective-interest method over the term of the Notes. Deferred financing costs have been netted against Project Debt, which at December 31, 2024 consist of the following:

For the year ended December 31, 2024, the Company incurred amortization expense of $4,815, which was expensed on the consolidated statement of operations.

(n)Derivative and Hedging Activities

The Company recognizes derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values unless they qualify for the normal purchase-normal sale exemption. These instruments are reported gross on the Company's balance sheet. The Company uses derivative instruments to manage its exposure to interest rate risk and merchant power price risk and does not hold or issue derivatives for speculative or trading purposes.

The Company did not elect hedge accounting from inception for all its derivatives. The Company carries the derivatives at their fair value on the consolidated balance sheets and recognizes any subsequent changes in their fair value in earnings.

(o)Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable, which are concentrated within the energy industry and derivative financial instruments with large creditworthy financial institutions. These industry concentrations may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions. Receivables and other contractual arrangements are subject to collateral requirements under the terms of enabling agreements. However, the Company believes that the credit risk posed by industry concentration is offset by the diversification and creditworthiness of its potential customer base. As of December 31, 2024, substantially all the Company’s revenue and accounts receivable is with one counterparty.

(p)Property, Plant, and Equipment, Net

(q)Materials and Supplies

Materials and supplies in the amount of $1,090 as of December 31, 2024, are stated at the lower of the average cost or net realizable value. The Material and Supplies are included in Prepaid Expenses and Other Assets on the Company's consolidated balance sheet.

(r)Interest Expense

Interest payments are reported as interest expense on the consolidated statements of operations. Total interest expense was $59,942 as of December 31, 2024. Interest expense includes interest on debt, commitment fees, interest rate swap settlements, and corresponding changes in fair value. The interest rate swaps are derivative financial instruments and are recorded on the consolidated balance sheets at fair value.

(3)Property, Plant, and Equipment, Net

Property, plant and equipment, net at December 31, 2024 consist of the following:

Depreciation expense was $48,673 for the year ended December 31, 2024.

(4)Fair Value Measurement

•Level 1 – assets or liabilities whose value is based on unadjusted quoted prices in active markets at the measurement date

•Level 2 – assets or liabilities valued using industry standard models and based on prices, other than quoted prices within Level 1, that are either directly or indirectly observable as of the measurement date

•Level 3 – assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date.

The following tables set forth by level within the fair value hierarchy the financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2024. These financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the fair value of assets and liabilities and their placement within the fair value hierarchy levels, as follows:

The Power swaps referenced above have been designated as Level 3 derivative financial instruments due to their illiquidity. The power node in which the Company delivers energy has no broker or InterContinental Exchange quotes available, no bid/ask from brokers and no information on where broker last saw inter and intra-market spreads and their knowledge of year-on-year calendar spreads. The power node prices for the Company are derived by assessing more liquid zones for correlation, basis in the Fixed Transmission Rights market, and forward projections based on historical assessment. The power swaps have been entered into with counterparties with high credit ratings.

The Revenue Put referenced above have been designated as a Level 3 derivative financial instrument due to its illiquidity.

(a)Additional Information Regarding Level 3 Measurements

For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations for contracts with tenors that extend into periods with no observable pricing. The Company would include the Revenue Put, which, given the inputs listed below, would have a direct impact on the fair value if they were adjusted.

For the year ended December 31, 2024, the significant unobservable inputs used in the fair value measurement of the Revenue Put Option are as follows:

The following table presents the activity for the Revenue Put Option for the year ended December 31, 2024:

(b)Valuation Techniques

The Company measures its interest rate swaps, power derivatives and revenue put at fair value on a recurring basis. The fair value of its interest rate swap derivatives is determined using the income approach by a third-party service provider. The service provider utilizes a standard model and observable inputs to estimate the fair value of the interest rate swaps. The Company performs analytical procedures and makes comparisons to other third-party information in order to assess the reasonableness of the fair value. The fair value of its Revenue Put Option is determined using the income approach based on externally developed models and methodologies utilizing significant inputs that are less readily observable from objective sources. The Company performs analytical procedures and makes comparisons to third-party information when available in order to assess the reasonableness of the fair value.

(5)Long-Term Debt

On August 29, 2019, the Company entered into a $950 million floating rate Construction and Term Loan Facility (CT Loan) to finance the construction of the Project and a $125 million Revolving Credit/Letter of Credit Facility (RCF) (collectively known as the Project Debt). The Project Debt did not require principal repayments until the time it was converted from construction loan to term loan.

The RCF has two primary uses: (i) to issue letters of credit and (ii) make working capital loans. Any working capital loans drawn require interest payments at SOFR +351 bps that must be fully repaid for five consecutive days during a twelve month period (“WC Clean Up”). Repayments of working capital loans may be borrowed again after the WC Clean Up is satisfied. As of December 31, 2024, there were no draws against the RCF.

The Project Debt agreements contain certain restrictive covenants that, among other things, limit the Company’s ability to incur additional indebtedness, maintain reserve accounts, make distributions, and the requirement to hedge the majority of interest rate risk. The Project Debt was being drawn, subject to the satisfaction of certain conditions precedent, on a monthly basis during the available draw period.

The annual maturities of the long-term Project Debt based on schedule of targeted principal payments are as follows:

(6)Derivative Instruments and Hedging Activities

The Company uses interest rate derivative instruments to manage its exposure to changes in the interest rate on its variable rate debt instruments. In addition, from time to time the Company uses power swaps and a revenue put to manage its merchant power price risk.

By using derivative financial instruments to hedge exposures to changes in interest rates and fluctuating power prices the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty, and therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company minimizes counterparty credit risk in derivative instruments by entering transactions with high quality counterparties.

Market risk is the adverse effect on the value of a derivative instrument that results from a change in interest rates or merchant power prices. The market risk associated with interest rate contracts and power swap contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

For the year ended December 31, 2024 the Company received $29,923 of interest swap settlements, which were recognized on the consolidated statement of operations.

The following table summarizes the fair value within the derivative instruments valuation on the consolidated balance sheets as of December 31, 2024:

(a)Interest Rate Swaps

On August 29, 2019, the Company entered into four interest rate swap agreements, each with the same terms, which are the forecasted interest payments for 75% of the expected outstanding Project Debt under the credit facility. The interest rate swaps are in effect from June 30, 2021, to October 31, 2027 and effectively convert the floating rate of the Project Debt to a fixed interest rate. The interest rate swaps are derivative financial instruments and are recorded on the consolidated balance sheets at fair value. The following table summarizes the interest rate swap rates:

(b)Commodity Derivatives

During 2024 the Company entered into various Commodity Swap Transactions. These swaps lock in various fixed pricing of the Projects output. The notional volume of the Company’s open derivative transactions is 2,151,590 MWH’s for the year ended December 31, 2024. The commodity swaps are derivative financial instruments and are recorded on the consolidated balance sheets at fair value.

The Company also executed a Revenue Put, on August 29, 2019 with Morgan Stanley Capital Group (Morgan Stanley), who was paid a one-time $35,000 option premium in exchange for a revenue guarantee of $26,000 in annual energy margin of 500 megawatts (MW) for the five annual periods starting on September 1, 2022. At the end of each quarter, a proxy energy margin for 500 MW of capability is calculated based upon a defined PJM proxy power price less calculated operating costs based on a proxy gas price index applied to a theoretical plant heat rate with defined O&M cost adders. If the quarterly calculated energy margin is less than $6,500, Morgan Stanley pays the Company the shortfall amount. At the end of each annual period the quarterly payments are trued up so that Morgan Stanley meets but does not exceed the $26,000 annual energy margin for that period.

The Company is not required to pay Morgan Stanley any excess revenue with the exception of reimbursement of the amount that the sum of the quarterly payments exceeds the $26,000 annual revenue strike. The initial one-time payment was classified as a long term derivative asset on the accompanying balance sheet. For the year ended December 31, 2024, the Company recorded an unrealized loss in the consolidated statement of operations of $840, related to the Revenue Put.

(7)Related Parties

(a)Administrative Management Agreement (AMA)

The Company executed an AMA with Caithness Guernsey Administrative Management, LLC on August 29, 2019 to act as an independent contractor who will perform operational management and general administrative services. The services and fees under the AMA, began on August 1, 2022 and continue throughout operations of the Project. The Company will pay an annual fee of $3,000 for performance under the AMA, with the monthly fee subject to annual increases based on the Consumer Price Index increase for the immediately preceding 12-month period. For the year ended December 31, 2024, the Company incurred $3,594 which was expensed in general administrative expenses.

(b)Amounts Due From and Due To Related Parties

Amounts due to related parties pertain to payments of normal course of business expenses paid on behalf of the Company and intercompany loans. The amounts due to related parties as of December 31, 2024 are comprised of the following:

(8)Commitments and Contingencies

The Company routinely obtains Lines of Credit (LOCs) to satisfy the obligations for various requirements. The table below summarizes the LOC outstanding as of December 31, 2024:

The table below summarizes the Company’s commitment fee as of December 31, 2024:

The Company also pays a .125% fronting fee associated with the LOCs. For the year ended December 31, 2024, the LOCs and commitment fees were $2,746 which was included in interest expense on the statement of operations.

(a)Operation and Maintenance Agreement (OMA)

•Mobilization Phase: $10 each month, plus reimbursement of payroll costs and other operating expenses

•Operational Phase: $305 annual fee paid in 12 monthly installments, plus reimbursement of payroll costs and other operating expenses.

•Annual base amount of $183, escalated.

•Consideration of Operator performance in Safety, Environmental and Budget compliance and Facility Availability (all as defined in the OMA).

For the year ended December 31, 2024, the fees incurred under the OMA were $424.

(b)Contract for the Purchase of Power Generation Equipment and Related Services and the Assignment, Assumption and Consent Agreement

On January 31, 2019, the Company entered into the ESA with General Electric Company (GE) for the procurement, manufacture, fabrication, delivery, and supply of power train equipment for three power generation units (Power Blocks) for an approximately 1,875-megawatt combined cycle natural gas fired, electrical generating facility. Each delivered unit includes the gas turbine, heat recovery steam generator, steam turbine and all necessary supporting equipment for installation and operation.

The contract price for the ESA is approximately $381,364, which was assigned to Gemma Power Systems, LLC (Gemma) under the Assignment, Assumption and Consent Agreement (AACA) dated January 31, 2019 by and among the Company, Gemma and GE. Under the AACA, Gemma assumes responsibility for GE’s performance and stands in front of GE and the Company. Under the AACA the Company retains certain rights and responsibilities such as the responsibility to make payments, and requires the Company to deposit amounts properly invoiced by GE into an escrow account. Gemma is responsible to release the funds from escrow to GE upon Gemma’s agreement that the funds are due and owing. Under the AACA the Company is indemnified in the event of a dispute over payments to GE as long as the Company made the escrow deposit.

GE was subject to liquidated damages (25% of contract price for delay, 15% of contract price for performance, cumulatively capped at 35% of the contract price) for failure to meet the guaranteed delivery dates set forth in the ESA. Liquidated Damages for delays in delivering drawings, Major Components (as defined in the agreement) and Minor Components are set forth in the agreement and may vary based on the duration of the delay subject to daily and cumulative caps. For example, liquidated damages for delays in delivery beyond 60 days for Major Components and Minor Components are $90 and $20 per day respectively and all delivery delay liquidated damages are capped at a maximum of $270 per day. Since the ESA is assigned to Gemma, any liquidated damages owing by GE are paid to Gemma. Gemma may or may not have corresponding obligations to the Company for liquidated damages under the EPC agreement. GE continues to have performance requirements to the Company after the commercial operation date.

(c)Contractual Service Agreement (CSA)

On June 28, 2019, the Company entered into a CSA with General Electric International, Inc. (GEI), pursuant to which they will provide certain parts and services for the installed gas turbines, steam turbines generators, and other associated components of the turbines. The CSA will cover maintenance, repair of collateral damage, initial spare parts, monitoring systems, unscheduled outage obligations, non-hazardous clean-up and permits having to do with the installed turbines. The initial term of the contract is for 25 years.

The contract includes $20,000 plus escalation paid over four annual payment dates, for the delivery of the initial spare parts. The first payment for the initial spare parts is due when the initial spare parts are received. The initial spare parts were received during 2024 and on October 31, 2024, the first payment of $5,944 was made. The spare parts associated with the CSA are recorded in other long term assets on the accompanying balance sheets. The next contract payment of $5,000, is included in accrued liabilities and the remaining two payments are included in other long term liabilities on the accompanying balance sheets.

In addition, there will be a monthly fixed fee of $25 and variable fees of $0.5 per gas turbine fired hour with an annual 2.5% escalation on both fees.

(d)Contracts for Sale and Purchase of Natural Gas and Firm Gas Transportation Agreements

The Company must take full contract gas volumes every day. If all or a portion of the plant is in an Excused Outage, then the Company is excused from taking the amount of gas it cannot burn due to the Excused Outage.

On August 22, 2019 the Company entered into a GSA with Shell Energy North America (US), L.P. (SENA) for the firm supply of up to 80,000 dth/day of natural gas for a period of 5 years from the in service date. The Company must take full contract gas volumes every day but may reduce the volume during an Excused Outage.

SENA will also schedule and balance gas supply under the Company’s GTAs. The Company has determined that the price of gas in these contracts is a market price for gas in the location received. The Company has concluded that these long-term gas supply contracts are not derivatives as the price at which they purchase gas is the market price of gas at that location. If this was not a market price and these were derivatives the Company would apply the normal purchase normal sales exclusion as they are using the gas in their operations and do not anticipate any net settlements of gas.

On August 22, 2019, the Company entered into a Fuel Management Services Agreement (FMA) with Shell Energy North America (US), L.P. (SENA) for fuel management and consulting services for a period of 5 years from the in-service date. Under the FMA, the Company will pay SENA $0.005 per dth for managing third-party supplied gas or approximately $24 per month.On June 20, 2019, the Company entered into a Gas Transportation Agreement with Rockies Express Pipeline LLC (REX) for firm gas transportation of 240,000 dth/day for a period of 20 years from the in-service date. REX will transport gas from the pipeline receipt points in the Clarington production area to a delivery point at Aspire’s metering station at the plant. Under the REX GTA, the Company will pay REX an annual demand charge of $11,388 plus variable charges for gas actually transported for the Company.

On December 21, 2017, the Company entered into a Firm Transportation Service Agreement with Aspire Energy Express, LLC (Aspire) for firm gas transportation of 300,000 dth/day for a period of 10 years from the in-service date. Aspire built and will own and operate a metering station to receive gas from REX at the plant site and deliver it to the Company. Under the Aspire GTA, the Company will pay Aspire an annual demand charge of $1,476.

(e)Turnkey, Engineering, Procurement and Construction Agreement (Switchyard EPC)

On August 9, 2019, the Company executed the Switchyard EPC with EPC Services Company, LLC for the design, engineering, procurement, and construction of a 765 kV switching station and generator tie line. The facility will use this switching station to interconnect with the American Electric Power (AEP) transmission system along the Kammer and Vassel 765 kV line. Full notice to proceed was issued under the Switchyard EPC on August 29, 2019. The Switchyard EPC contract cost was $44,737, subject to change orders and was subject to payment by the Company with customary terms and conditions. On January 20, 2023, the Company transferred ownership of the Switchyard EPC to AEP for no consideration. The Company will continue to carry and depreciate these capitalized costs. This will have no effect on the Company’s current or future financial statements.

(9)Subsequent Events

On July 17, 2025, Caithness Apex Guernsey, LLC, the sole owner of the Company entered into an agreement to sell 100% of their interest in the Company to an unrelated third party. The transaction will not have any impact on the financial position of the Company. Subsequent events have been evaluated and disclosed as required through the report issuance date of September 12, 2025.

(Unaudited)

Guernsey Power Holdings, LLC and Subsidiary:

We have reviewed the condensed consolidated financial statements of Guernsey Power Holdings, LLC and Subsidiary and its subsidiary (the Company), which comprise the condensed consolidated balance sheet as of June 30, 2025, the related condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2025, and the related condensed consolidated statements of cash flows and changes in Member’s Capital for the six-month periods ended June 30, 2025, and the related notes (collectively referred to as the condensed consolidated interim financial information).

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial information for it to be in accordance with U.S. generally accepted accounting principles.

We conducted our review in accordance with auditing standards generally accepted in the United States of America (GAAS) applicable to reviews of interim financial information. A review of condensed consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. A review of condensed consolidated interim financial information is substantially less in scope than an audit conducted in accordance with GAAS, the objective of which is an expression of an opinion regarding the financial information as a whole, and accordingly, we do not express such an opinion. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our review. We believe that the results of the review procedures provide a reasonable basis for our conclusion.

Management is responsible for the preparation and fair presentation of the condensed consolidated interim financial information in accordance with U.S. generally accepted accounting principles and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of condensed consolidated interim financial information that is free from material misstatement, whether due to fraud or error.

We have previously audited, in accordance with GAAS, the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of operation, member’s capital, and cash flow for the year then ended (not presented herein); and we expressed an unmodified audit opinion on those audited consolidated financial statements in our report dated April 7, 2025. In our opinion, the accompanying condensed consolidated balance sheet of the Company as of December 31, 2024 is consistent, in all material respects, with the audited consolidated financial statements from which it has been derived.

(1)Organization and Operation of the Company

Guernsey Power Holdings, LLC (GPH or the Company) was formed on July 12, 2016, as a Delaware limited liability company, to act as a holding company for Guernsey Power Station, LLC (the Project Company), which was formed to develop, finance, construct, own, and operate a gas fired combined cycle power generation facility with a capacity of approximately 1,875 MW located in Guernsey County, Ohio (the Project or Facility). The Company is wholly owned by Caithness Apex Guernsey, LLC (Member), and is governed by a limited liability company agreement that contains customary industry terms.

On August 29, 2019, Caithness Guernsey Holdings, LLC (CGH) an indirect owner of the Company made non-cash contributions to the Company in an amount equal to $19.8 million, which consisted of (i) $16.7 million which represents the amount owed to CGH in accordance with the Project Development Loan and Development Service Agreement (DSA), which was deemed repaid in full at that time and (ii) $2,000, which was a special distribution that was simultaneously contributed to CGH per the DSA and (iii) $1.2 million for additional project development cost. All those costs were recorded at their historical amounts.

The Project Company began development of the Project during 2016 and achieved commercial operations on May 1, 2023. The Project Company secured all land rights, interconnection and transmission rights, and material permits (which are non appealable) required for construction. The Project Company also executed multiple contracts, including, but not limited to, the following: the Operation and Maintenance Agreement (OMA), Purchase of Power Generation Equipment and Related Services (ESA), the Assignment, Assumption and Consent Agreement, Contractual Service Agreement (CSA), Firm Gas Transportation Agreements (GTA) Contracts for the Sale and Purchase of Natural Gas (GSA), and the Engineering Procurement and Construction Contract (EPC) (note 8).

(2)Summary of Significant Accounting Policies

(a)Basis of Accounting and Presentation

(b)Principles of Consolidation

(c)Accounts Receivable and Revenue Recognition

The Company’s revenue includes sales from commodity contracts with Large Creditworthy Financial Institutions (collectively known as Power Swaps), that are accounted for under ASC 815, Derivatives and Hedging (ASC 815). Revenue from commodity contracts primarily relates to forward sales of commodities merchant energy prices, which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying (e.g. the price of gas), a notional amount (e.g. tons), no initial net investment and can be net settled since the commodity is readily convertible to cash. Revenue from commodity contracts is recognized in Electricity sales for the contracted amount when the contracts are settled at a point in time by transferring control of the commodity to the customer, similarly to revenue recognized from contracts with customers under ASC 606. From inception through settlement, these forward sales arrangements are recorded at fair value under ASC 815 with unrealized gains and losses recognized in the respective statement of operations and carried on the consolidated balance sheet as assets or liabilities (see Note 6: Derivative Instruments and Hedging Activities), respectively. Further information about the fair value of these contracts is presented in Note 4: Fair Value Measurements.

The following table represents merchant capacity, energy, settlement of power swaps, and ancillary services for the three and six months ended June 30, 2025.

(d)Project Development Costs

Project development costs, which include permitting, preconstruction, construction, and administrative costs, directly attributable to the Project are being capitalized and began depreciating over their estimated useful lives using the straight-line method once production commences.

(e)Cash and Cash Equivalents

(f)Restricted Cash

Restricted cash and investments are short term in nature and are specifically designated for the Company’s obligations, as defined in the Project Debt footnote (Note 5). Restricted cash represents amounts that are required to be maintained in separate accounts in connection with the Project Debt, significant scheduled construction requirements, and for other general purposes.

(g)Income Taxes

(h)Use of Estimates

(i)Leases

(j)Asset Retirement Obligations

(k)Impairment of Long-Lived Assets

(l)Fair Value of Financial Instruments

(m)Deferred Financing Costs

Deferred financing costs represent costs to obtain long-term financing and are amortized using the effective-interest method over the term of the related debt. Deferred financing costs have been netted against long-term project debt (Note 5) and at June 30, 2025 consist of the following:

The related amortization expense for the three and six months ended June 30, 2025 was $1.2 million and $2.4 million, respectively.

(n)Derivative and Hedging Activities

(o)Concentration of Credit Risk

(p)Property, Plant, and Equipment, Net

(q)Materials and Supplies

Materials and supplies in the amount of $1.2 million and $1.1 million as of June 30, 2025 and December 31, 2024, respectively, is stated at the lower of the average cost or net realizable value. The material and supplies are included in prepaid expenses and other assets on the Company’s consolidated balance sheet.

(r)Interest Expense

Interest payments are reported as interest expense on the statements of operations. Total interest expense was $18.9 million and $40.6 million for the three and six months ended June 30, 2025, respectively. Interest expense includes interest on debt, interest rate swap settlements and corresponding changes in fair value.

(3)Property, Plant, and Equipment, Net

Property, plant, and equipment, net at June 30, 2025 consists of the following:

Depreciation expense was $12.2 million and $24.3 million for the three and six months ended June 30, 2025, respectively.

(4)Fair Value Measurements

•Level 1 – Consists of assets or liabilities whose value is based on unadjusted quoted prices in active markets at the measurement date. The Company holds no assets or liabilities that meet the definition of level 1.

•Level 2 – Consists of assets or liabilities valued using industry standard models and based on prices, other than quoted prices within Level 1, that are either directly or indirectly observable as of the measurement date

•Level 3 – Consists of assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date.

The following tables set forth by level within the fair value hierarchy the financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2025 and December 31, 2024. These financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the fair value of assets and liabilities and their placement within the fair value hierarchy levels, as follows:

The Power swaps referenced above have been designated as Level 3 derivative financial instruments due to their illiquidity. Level 1 and Level 2 power swaps are designated as such when delivering to a liquid power node. The power node in which the Company delivers energy has no broker or InterContinental Exchange quotes available, no bid/ask from brokers and no information on where broker last saw inter and intra-market spreads and their knowledge of year-on-year calendar spreads. The power node prices for the Company are derived by assessing more liquid zones for correlation, basis in the Fixed Transmission Rights market, and forward projections based on historical assessment. The power swaps have been entered into with counterparties with high credit ratings.

The Revenue Put referenced above has been designated as a Level 3 derivative financial instrument due to its illiquidity.

(a)Additional Information Regarding Level 3 Measurements

For valuations that include both observable and unobservable inputs, if the unobservable input is determined to be significant to the overall inputs, the entire valuation is categorized in Level 3. This includes derivatives valued using indicative price quotations for contracts with tenors that extend into periods with no observable pricing. The Company would include the Revenue Put, which, given the inputs listed below, would have a direct impact on the fair value if they were adjusted. The significant unobservable inputs used in the fair value measurement of the Revenue Put Option and Power Swaps as of June 30, 2025 and December 31, 2024 are as follows:

The following table presents the activity for the Revenue Put Option for the period ended June 30, 2025:

(b)Valuation Techniques

The Company measures its interest rate swaps, power derivatives, gas swaps, and revenue put at fair value on a recurring basis. The fair value of its interest rate swap derivatives is determined using the income approach by a third-party service provider. The service provider utilizes a standard model and observable inputs to estimate the fair value of the interest rate swaps. The Company performs analytical procedures and makes comparisons to other third-party information in order to assess the reasonableness of the fair value.

The fair value of the Company’s gas swap derivatives is also determined using the income approach by a third-party service provider. The service provider applies a discounted cash flow methodology that incorporates observable market inputs such as forward natural gas prices, basis differentials, and broker quotations. The Company performs analytical procedures and compares results to available market data to evaluate the reasonableness of the fair value.

The fair value of its Revenue Put Option is determined using the income approach based on externally developed models and methodologies utilizing significant inputs that are less readily observable from objective sources. The Company performs analytical procedures and makes comparisons to third-party information when available in order to assess the reasonableness of the fair value.

(5)Long-Term Debt

On August 29, 2019, the Company entered into a $950.0 million floating rate Construction and Term Loan Facility (CT Loan) to finance the construction of the Project and a $125.0 million Revolving Credit/Letter of Credit Facility (RCF) (collectively known as the Project Debt). The Project Debt did not require principal repayments until the time it was converted from construction loan to term loan.

The RCF has two primary uses: (i) to issue letters of credit and (ii) make working capital loans. Any working capital loans drawn require interest payments at SOFR +351 bps that must be fully repaid for five consecutive days during a twelve month period (“WC Clean Up”). Repayments of working capital loans may be borrowed again after the WC Clean Up is satisfied. As of June 30, 2025, there were no draws against the RCF.

The Project Debt agreements contains certain restrictive covenants that, among other things, limit the Company’s ability to incur additional indebtedness, maintain reserve accounts, make distributions, and the requirement to hedge the majority of interest rate risk. The Project Debt was being drawn, subject to the satisfaction of certain conditions precedent, on a monthly basis during the available draw period.

The annual maturities of the long term Project Debt based on the schedule of targeted principal payments as of June 30, 2025 are as follows:

(6)Derivative Instruments and Hedging Activities

Three and six months ended June 30, 2025 the Company received $5.5 million and $11.1 million of interest swap settlements, which were recognized on the statement of operations.

(a)Interest Rate Swaps

On August 29, 2019, the Company entered into four interest rate swap agreements, each with the same terms, which are the forecasted interest payments for 75% of the expected outstanding Project Debt under the credit facility. The interest rate swaps are in effect from June 30, 2021, to October 31, 2027 and effectively convert the floating rate for the hedged portion of the Project Debt to a fixed interest rate. The interest rate swaps are derivative financial instruments and are recorded on the balance sheet at fair value. The following table summarizes the interest rate swap rates:

The following table summarizes the fair value within the derivative instruments valuation on the consolidated balance sheets as of June 30, 2025 and December 31, 2024:

(b)Commodity Derivatives

During 2023 and 2024 the Company entered into various Commodity Swap Transactions. These swaps lock in various fixed pricing of the Projects output. The notional volume of the Company's open derivative transactions is 8,791,200 MWH's as of June 30, 2025. The commodity swaps are derivative financial instruments and are recorded on the consolidated balance sheets at fair value.

The Company also executed a Revenue Put, on August 29, 2019 with Morgan Stanley Capital Group (Morgan Stanley), who was paid a one time $35.0 million option premium in exchange for a revenue guarantee of $26.0 million in annual energy margin of 500 megawatts (MW) for the five annual periods starting on September 1, 2022. At the end of each quarter, a proxy energy margin for 500 MW of capability is calculated based upon a defined PJM proxy power price less calculated operating costs based on a proxy gas price index applied to a theoretical plant heat rate with defined O&M cost adders. If the quarterly calculated energy margin is less than $6,500, Morgan Stanley pays the Company the shortfall amount. At the end of each annual period the quarterly payments are trued up so that Morgan Stanley meets but does not exceed the $26.0 million annual energy margin for that period. The Company is not required to pay Morgan Stanley any excess revenue with the exception of reimbursement of the amount that the sum of the quarterly payments exceeds the $26.0 million annual revenue strike. The initial one time payment was classified as a long-term derivative asset on the accompanying balance sheet. For the three and six months ended June 30, 2025, the Company recorded an unrealized loss in the consolidated statement of operations of $2.0 million and $1.9 million, respectively, related to the Revenue Put.

(7)Related Party Transactions

(a)Administrative Management Agreement (AMA)

The Company executed an AMA with Caithness Guernsey Administrative Management, LLC on August 29, 2019 to act as an independent contractor who will perform operational management and general administrative services. The services and fees under the AMA, began on August 1, 2022 and continue throughout operations of the Project. The Company will pay an annual fee of $3.0 million for performance under the AMA, with the monthly fee subject to annual increases based on the Consumer Price Index increase for the immediately preceding 12-month period. For the three and six months ended June 30, 2025, the Company incurred $0.9 million and 1.9 million, respectively, which was expensed in general administrative expenses on the condensed consolidated statement of operations.

(b)Amounts Due From and Due To Related Parties

Amounts due to related parties pertain to payments of normal course of business expenses paid on behalf of the Company and intercompany loans. The amounts due to related parties as of June 30, 2025 and December, 31, 2024 are comprised of the following:

(8)Commitment and Contingencies

The Company routinely obtains Lines of Credit (LOCs) to satisfy the obligations for various requirements. The table below summarizes the LOC outstanding as of June 30, 2025 and December 31, 2024: