Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders' Equity

15. Stockholders' Equity

Common Stock Transactions

In September 2024, the Board of Directors approved an increase of the remaining capacity under the Company’s share repurchase program to $1.25 billion through December 31, 2026. See Note 16 in Notes to the Annual Financial Statement for more information on the Company’s share repurchase program.

The shares repurchased during nine months ended September 30, 2024 (Successor) represent 14% of the Company’s outstanding common stock. Summary of activity under the Company’s share repurchase program:

	Successor
	Three Months Ended September 30, 2024					Nine Months Ended September 30, 2024
	Number of Shares (a)	Share Price (b)		Total Amount		Number of Shares (a) (c)	Share Price (b)		Total Amount
Share repurchases	2,559,826	$	118.82	$	304	8,333,715	$	115.87	$	966
Share retirements	(2,564,853)	118.81		(304)		(8,333,715)	115.87		(966)

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(a)Includes 2,413,793 shares repurchased from affiliates of Rubric Capital Management LP in July 2024 at a weighted average price of $116.00 per share.

(b)Weighted average price per share, including transaction costs and excise taxes.

(c)Includes 5,275,862 shares repurchased as result of a tender offer in June 2024.

In July 2024, a former executive exercised equity-classified warrants to 457,142 shares of the Company’s common stock in a non-cash transaction. After giving effect to the non-cash exercise and related tax withholding, the Company issued 160,289 shares of the Company’s common stock.

As of September 30, 2024 (Successor), the Company had 50,855,417 shares of common stock outstanding.

Acquisition of Noncontrolling Interests

Purchase of Equity in Nautilus. In October 2024, the Company acquired TeraWulf’s 25% equity interest in in Nautilus in exchange for $85 million in cash and the distribution by Nautilus of its Bitcoin mining equipment to TeraWulf. As a result of the transaction, the Company owns 100% of the equity of Nautilus.

Purchase of Equity in Cumulus Digital Holdings. In March 2024, TES acquired all of the equity of Cumulus Digital Holdings held by affiliates of Orion and two former members of Talen senior management in exchange for an aggregate of $39 million. Following these transactions, TES owns 100% of the equity of Cumulus Digital Holdings.

Accumulated Other Comprehensive Income

Changes in AOCI for the periods were:

	Successor				Predecessor
	Nine Months Ended September 30, 2024		May 18 through September 30, 2023		January 1 through May 17, 2023
Beginning balance	$	(23)	$	—	$	(167)
Gains (losses) arising during the period (a)	26		(26)		6
Reclassifications to Consolidated Statements of Operations	(1)		7		5
Income tax benefit (expense)	(7)		7		(5)
Other comprehensive income (loss)	18		(12)		6
Cancellation of equity at Emergence	—		—		161
Accumulated other comprehensive income (loss)	$	(5)	$	(12)	$	—

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(a)Primarily related to “Postretirement benefit prior service (credits) costs, net” for the nine months ended September 30, 2024 (Successor) and “Available-for-sale securities unrealized gain (loss), net” for the period from May 18 through September 30, 2023 (Successor).

The components of AOCI, net of tax, at September 30 were:

	Successor
	2024		2023
Available-for-sale securities unrealized gain (loss), net	$	7	$	(12)
Postretirement benefit prior service credits (costs), net	16		—
Postretirement benefit actuarial gain (loss), net	(28)		—
Accumulated other comprehensive income (loss)	$	(5)	$	(12)

The postretirement obligations components of AOCI are not presented in their entirety on the Consolidated Statements of Operations during the periods; rather, they are included in the computation of net periodic defined benefit costs (credits). See Note 13 for additional information.