Form 8-K

8-K — Tennessee Valley Authority

Accession: 0001376986-26-000031

Filed: 2026-05-28

Period: 2026-05-21

CIK: 0001376986

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tve-20260521.htm (Primary)

EX-10.1 (exhibit101-tvacompensation.htm)

EX-10.2 (exhibit102-executiveannual.htm)

EX-10.3 (exhibit103-longxtermincent.htm)

EX-99.1 (exhibit991-cumberlandbasic.htm)

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8-K

8-K (Primary)

Filename: tve-20260521.htm · Sequence: 1

tve-20260521

00013769862026FYFALSE00013769862026-05-212026-05-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13, 15(d), or 37 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2026

TENNESSEE VALLEY AUTHORITY

(Exact name of registrant as specified in its charter)

A corporate agency of the United States created by an act of Congress

(State or other jurisdiction of incorporation or organization)

000-52313

(Commission file number)

62-0474417

(IRS Employer Identification No.)

400 W. Summit Hill Drive

Knoxville, Tennessee

(Address of principal executive offices)

37902

(Zip Code)

(865) 632-2101

(Registrant's telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement.

On May 26, 2026 (the “Closing Date”), the Tennessee Valley Authority ("TVA") entered into a lease-purchase transaction involving its Cumberland Combined Cycle Generation Facility (the “Facility”) located in Stewart County, Tennessee. The Facility consists of two combustion turbine generators, together with the related heat recovery steam generator and related steam turbine and steam turbine generator, and associated balance-of-plant systems and equipment. The Facility will use natural gas as fuel and is expected to begin commercial operations by December 2026.

In connection with this transaction, TVA entered into three material definitive agreements on the Closing Date with Cumberland Combined Cycle Generation LLC, a single-purpose Delaware limited liability company (“CCCGL”): a Head Lease Agreement (the “Head Lease”) (the United States of America is also a party to this agreement), a Facility Lease-Purchase Agreement (the “Facility Lease”), and a Construction Management Agreement (the “CMA”). Each of these agreements is described in more detail below.

•Head Lease. Under the Head Lease, TVA will lease the Facility to CCCGL for a term of fifty years. In exchange, CCCGL will make or cause to be made a one-time rental payment to TVA on or about the Closing Date. The Head Lease, however, will terminate sooner (upon the expiration of the Facility Lease) so long as (1) all payments under the Facility Lease have been made, and (2) there is no significant lease event of default for which CCCGL has exercised remedies to dispossess TVA of the Facility.

•Facility Lease. Under the Facility Lease, TVA will lease the Facility back from CCCGL for a term of thirty years. TVA will make rental payments to CCCGL on each May 15 and November 15, commencing on November 15, 2026, and ending on May 15, 2056. The amount of rent payable on each rent payment date is listed in a schedule attached to this report as Exhibit 99.1, which schedule is incorporated herein by reference. These rent payments may be accelerated (1) immediately upon (a) the occurrence of a bankruptcy event (to the extent TVA becomes subject to bankruptcy law in the future), insolvency event, or similar event with respect to TVA or (b) repudiation by TVA of the Head Lease, the Facility Lease, or the related Ground Lease Agreement or (2) on a date no earlier than 180 days after the occurrence of certain payment defaults by TVA. Throughout the term of the Facility Lease, TVA will operate and maintain (and improve to the extent required by applicable law) the Facility and take all power from the Facility. At the end of the Facility Lease, TVA will own the Facility as long as TVA is not in default under the Facility Lease.

•CMA. Under the CMA, TVA is obligated to use commercially reasonable efforts to cause the Facility to achieve provisional acceptance by December 31, 2026, or as soon thereafter as commercially practicable. On or about the Closing Date, CCCGL will make or cause to be made a one-time payment to TVA in exchange for TVA's agreement to perform its obligations under the CMA.

CCCGL is owned by an equity investor that contributed cash equity to CCCGL in the amount of $200,000,000 on the Closing Date. In addition, CCCGL issued secured notes on the Closing Date in an aggregate principal amount of $1,800,000,000. Of the $2,000,000,000 raised by CCCGL, CCCGL will pay or cause to be paid $1,931,875,011 to TVA on or about the Closing Date under the Head Lease and the CMA, and will deposit or cause to be deposited the remaining $68,124,989 with a lease indenture trustee. The lease indenture trustee will use the $68,124,989 to fund the principal and interest due on the secured notes on the first debt service payment date as well as to fund the return on the equity investment accruing from the Closing Date through the first debt service payment date. TVA plans to use its aggregate proceeds of $1,931,875,011 for the benefit of its power program and to pay transaction expenses.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, the TVA Board of Directors (the “Board”) approved amended and restated versions of the TVA Compensation Plan, the Executive Annual Incentive Plan (“EAIP”), and the Long-Term Incentive Plan (“LTIP”).

•TVA Compensation Plan. The amended and restated TVA Compensation Plan strengthens language related to the use of government and non-profit energy company market survey data when establishing prevailing compensation. As such, TVA anticipates that greater weight will be placed on government and not-for-profit energy companies in the fiscal year (“FY”) 2027 peer group.

•EAIP. The amended and restated EAIP reduces the maximum payout from 225% to 150% of a participant’s target EAIP award and reduces the maximum scorecard achievement from 200% to 150%. These changes become effective for the FY 2027 performance cycle.

•LTIP. The amended and restated LTIP reduces the maximum payout from 200% to 150% of a participant’s LTIP grant and reduces the maximum scorecard achievement from 200% to 150%. These changes become effective for the FY 2025 – FY 2027 performance cycle.

Copies of the amended and restated compensation plans, which also include minor administrative revisions, are attached as exhibits to this report and are incorporated herein by reference. The foregoing descriptions are qualified in their entirety by reference to such documents.

Item 9.01 Financial Statements and Exhibits.

EXHIBIT NO. DESCRIPTION OF EXHIBIT

10.1 Amended and Restated TVA Compensation Plan Approved on May 21, 2026

10.2 Amended and Restated Executive Annual Incentive Plan Approved on May 21, 2026

10.3 Amended and Restated Long-Term Incentive Plan Approved on May 21, 2026

99.1 Schedule of Amount of Rent Payable on Each Rent Payment Date Under the Facility Lease-Purchase Agreement Dated as of May 26, 2026, Between Cumberland Combined Cycle Generation LLC and TVA

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Tennessee Valley Authority

(Registrant)

Date: May 28, 2026 /s/ Thomas C. Rice

Thomas C. Rice

Executive Vice President and

Chief Financial Officer

EXHIBIT INDEX

These exhibits are filed pursuant to Items 1.01, 2.03, and 5.02 hereof.

EXHIBIT NO. DESCRIPTION OF EXHIBIT

10.1

Amended and Restated TVA Compensation Plan Approved on May 21, 2026

10.2

Amended and Restated Executive Annual Incentive Plan Approved on May 21, 2026

10.3

Amended and Restated Long-Term Incentive Plan Approved on May 21, 2026

99.1

Schedule of Amount of Rent Payable on Each Rent Payment Date Under the Facility Lease-Purchase Agreement Dated as of May 26, 2026, Between Cumberland Combined Cycle Generation LLC and TVA

EX-10.1

Filename: exhibit101-tvacompensation.htm · Sequence: 2

Document

Exhibit 10.1

COMPENSATION PLAN

Amended and Restated May 2026

Tennessee Valley Authority

Compensation Plan

Principles

Authority

The Tennessee Valley Authority (“TVA”) Compensation Plan provides the framework for Management, the People and Governance Committee (or any successor committee with responsibility for compensation matters), and the Board of Directors of the Tennessee Valley Authority (“Board”) to establish and manage compensation for all TVA employees in a manner that is in compliance with the Tennessee Valley Authority Act of 1933, as amended (“TVA Act”). The Board approves the Compensation Plan and ensures that it is consistent with the TVA Act and TVA’s strategic goals.

The TVA Act provides that the Board will approve and establish a compensation plan for TVA employees which:

•Specifies all compensation (including salary or any other pay, bonuses, benefits, incentives, and any other form of remuneration) for the Chief Executive Officer (“CEO”) and TVA employees;

•Shall be based on an annual survey of the prevailing compensation for similar positions in private industry, including engineering and electric utility companies, publicly owned electric utilities, and Federal, State, and local governments; and

•Shall provide that education, experience, level of responsibility, geographic differences, and retention and recruitment needs will be taken into account in determining compensation of employees.

The TVA Act also provides that:

•The Board shall approve all compensation (including salary or any other pay, bonuses, benefits, incentives, and any other form of remuneration) of all managers and technical personnel that report directly to the CEO (including any adjustment to compensation);

•On the recommendation of the CEO, the Board shall approve the salaries of employees whose annual salaries would be in excess of the annual rate payable for positions at Level IV of the Executive Schedule; and

•The CEO shall determine the salary and benefits of employees whose annual salary is not greater than the annual rate payable for positions at Level IV of the Executive Schedule.

The Compensation Plan is reviewed annually to ensure consistency and alignment with TVA’s mission and strategic goals. The Compensation Plan includes the following key elements:

Philosophy

TVA’s Compensation Philosophy is based on certain statutory requirements and is designed to attract, engage, and retain highly skilled and coveted employees needed to accomplish the agency’s broad mission. Under the TVA Act, TVA has its own personnel system; however, employees are public servants.

In their service, many employees are called on to accomplish specialized aspects of TVA’s mission safely, reliably, and efficiently, and must have the requisite education, experience, and professional qualifications. These requirements make it necessary for TVA to offer compensation opportunities that enable TVA to attract, retain, and fully engage highly qualified candidates for positions similar to those in relevant industries.

Performance-based compensation is critical to TVA in achieving its strategic goals. A key component of the Compensation Philosophy is a strong orientation toward “pay for performance,” which rewards continuous improvement in TVA’s overall performance as well as that of individual business units and individual participants.

TVA’s Compensation Philosophy emphasizes a structured, market-based, and performance-based approach to determining pay levels and incentive opportunities. For those positions requiring specialization, compensation is designed to be competitive with the sectors from which TVA would recruit and those likely to recruit TVA employees.

•Compensation is targeted at the median (50th percentile) of the applicable labor market for talent for most positions.

•Compensation may be targeted above the median of the relevant labor market (typically between 50th and 75th percentiles) for certain positions due to market scarcity, recruitment and retention issues, or other business reasons.

•Compensation may be targeted below the median of the relevant labor market for certain positions due to incumbent experience, position scope, or other business reasons.

Competitive compensation levels are determined using relevant labor market data obtained through surveys and public filing reviews and validated through recruitment and periodic supplemental benchmark activities.

Additionally, compensation for TVA trades and labor employees is based on prevailing pay for similar work. Section 3 of the TVA Act requires the prevailing rate of wages for work of a similar nature prevailing in the vicinity be paid to laborers and mechanics whether employed by contractors or directly by TVA. Compensation for other represented employees is based on total compensation levels, market rates, practices, and methods of payment for similar work in the relevant labor market consistent with applicable labor agreements.

TVA’s Employee Benefits program offers a competitive benefits package to attract and retain the workforce required for TVA to achieve its mission successfully while prudently managing costs, ensuring optimum use of benefit dollars, engaging employees and retirees to become informed consumers, and partnering in managing benefit costs.

TVA sponsors two qualified retirement plans for eligible employees, a defined benefit pension plan and a defined contribution (401(k)) plan, which provide competitive benefits in the relevant labor market. Certain executives in critical positions may also participate in a non-qualified retirement plan that provides supplemental benefits at compensation levels that are higher than the limits specified by IRS regulations.

Strategy

Compensation Basis

Executives, Management & Specialist, and Excluded Employees

In accordance with the TVA Act, the level of compensation for Executives, Management and Specialists will be based on annual market survey data that represent prevailing competitive compensation for similar positions in private industry, including engineering and electric utility companies, publicly owned electric utilities, and Federal, State, and local governments. Where available, Government and Non-Profit Energy Companies will be included within the market survey data to ensure government prevailing compensation is considered.

Non-management and specialist employees who are not covered by one of TVA’s bargaining units due to the sensitive and confidential nature of their work are categorized as Excluded Employees. Compensation for employees in this category will be based on annual market survey data that represent prevailing competitive compensation for similar positions in the relevant labor market. Compensation for Excluded Employees will be targeted, in general, at the median of the relevant labor market for all positions.

Represented Employees

Trades and Labor Represented Employees

TVA annually conducts a wage survey within a specified geographic vicinity and negotiates with the Trades and Labor project agreement Council representing contractor employees from multiple building trades unions to establish an agreed upon prevailing wage rate. Any dispute over what the rate should be may be appealed to the Secretary of Labor under the TVA Act for a final decision. TVA contractors are required to pay these prevailing rates, and unions provide craftspersons to the contractor’s job at these rates. The same total wage package applies to all work sites.

TVA also annually conducts a prevailing wage survey for work performed by TVA Trades and Labor employees directly. The prevailing wage rate is negotiated between TVA and the Annual Council representing multiple unions and the Teamsters for jobs each represents. Disputes over the prevailing rate may be appealed to the Secretary of Labor.

Salary Policy Represented Employees

As required by labor agreements, surveys, published data, and/or other sources are reviewed annually by TVA and the applicable unions to negotiate compensation budgets and pay adjustments. Disputes over monetary issues are resolved through binding arbitration.

Candidate Sourcing and Relevant Labor Markets

External recruiting areas are defined for specialized segments of TVA’s employees based on the most likely sources of qualified candidates and the sectors in which TVA is most vulnerable to external recruitment activities.

External recruitment sources for the most senior levels of Management (CEO, direct reports to the CEO, and other select executives) consist of both private and publicly-owned companies in the energy services industry that have similar revenue and scope as TVA due to the criticality of industry-specific knowledge, experience, and professional qualifications in carrying out the duties of these positions.

However, some positions which have less need for industry-specific knowledge and experience may have recruitment areas in general industry and governmental entities in addition to the energy services industry and public power.

External recruitment areas for other segments of TVA employees may include general industry, governmental entities, energy services companies, and investor-owned utilities.

Relevant labor markets for other segments of TVA employees are frequently reviewed and will reflect consideration of potential recruiting sources, external recruiting threats, geographic scope of recruitment activities, type of business/industry, type of position, etc.

Sources of Competitive Market Compensation Information

Competitive market compensation information is obtained from a variety of sources including:

•Published and custom compensation surveys reflecting the relevant labor markets identified for designated positions; and

•Publicly disclosed information from a custom peer group of energy services companies of comparable size and business complexity as reviewed and approved by the People and Governance Committee annually.

The competitive market compensation information is used to:

•Test competitiveness of compensation level and opportunity by position;

•Serve as a point-of-reference for establishing pay packages for recruiting executives; and

•Inform appropriate adjustments to compensation levels and opportunities to maintain the desired degree of market competitiveness.

The development of competitive market references that reflect the primary sources of candidates does not limit the potential candidates to those sources. For example, the fact that the market reference for a position reflects median compensation for energy services companies simply informs as to the likely pay levels necessary to attract and retain talent for that position and should not limit TVA’s recruiting efforts to energy services companies.

Compensation Components

Total direct compensation consists of the following components: 1) Salary, 2) Short-Term Incentive, and 3) Long-Term Incentive. Salary is considered a “fixed” compensation component that represents the annual base salary or rate of pay provided to an employee to reward day-to-day contributions to TVA.

The Short-Term Incentive and Long-Term Incentive are variable and/or “at-risk” compensation components. At TVA, the Short-Term Incentive is generally paid through the Winning Performance Team Incentive Plan or the Executive Annual Incentive Plan. It represents the primary element used to reward accomplishments against established business and individual goals within a given fiscal year. TVA provides Long-Term Incentive through the Long-Term Incentive Plan to TVA officers, executives, and key positions based on market prevalence. The Long-Term Incentive Plan focuses employees on longer-term performance and retention goals, and eligible participants may receive one or both components.

Consistent with TVA’s philosophy of tying pay to performance, the mix of fixed and variable pay components varies by level of position. In general, as the scope and responsibility of a position increases, the percentage of pay that is variable or at-risk also increases.

Pay for Performance

A key feature of the Compensation Plan is a strong orientation toward pay for performance for all employees. The at-risk, pay for performance elements play a substantial role in executive pay and are guided by TVA’s business strategy to ensure appropriate alignment between accountability and motivation/reward. The Compensation Plan also seeks to strike the appropriate balance between achieving short-term annual results and ensuring TVA’s long-term success and viability.

TVA’s incentive plans are linked to strategic priorities emphasizing improvements in TVA’s overall performance. The range of incentive opportunity for TVA executives is calibrated to the degree of difficulty in achievement of specific goals.

TVA continuously reviews the goals and measures that are used in its pay for performance plans to ensure they support the achievement of TVA’s strategic goals. Generally, it is the intention of TVA that changes to the goals and measures will not be made during or at the conclusion of the performance period; however, the Board retains the right to do so, in its discretion. Through pay for performance, the Compensation Plan recognizes individual performance and focuses attention on the achievement of business goals that are important to customers and the people TVA serves. TVA’s Short-Term Incentive achieves this objective through the use of a scorecard, while TVA’s Long-Term Incentive emphasizes a performance orientation by typically targeting a majority portion of long-term compensation in the form of at-risk, performance-based compensation tied to the achievement of measurable, predetermined goals.

Roles

Human Resources Executive

•Recommends the TVA Compensation Plan to provide the framework for TVA Management, the CEO, the People and Governance Committee, and the Board to manage compensation for all TVA employees in a manner which is in compliance with the TVA Act.

All other Roles and Responsibilities are delineated in the TVA Board Practice TVA Employee Compensation.

Specific Guidance for Compensation Consultant

The following guidance shall apply to describe the function and role of the People and Governance Committee’s independent compensation consultant:

•The People and Governance Committee (on behalf of the Board and pursuant to its Charter) has the sole authority to retain and terminate the compensation consultant, including sole authority to approve the consultant’s fees and other retention terms.

•Any such compensation consultant or advisor shall report directly to the People and Governance Committee with respect to matters within the scope of the committee’s responsibilities. The compensation consultant works for the committee, not TVA’s management, with respect to executive compensation matters and is not expected to seek management’s approval before any materials are provided to the People and Governance Committee (or other Board members) for review. Specifically, any review of CEO pay, with or without recommendations, should go to the Chair of the People and Governance Committee first, without prior review by management.

•The People and Governance Committee recognizes that its consultant will necessarily work with representatives of management on executive compensation and other matters within the scope of the committee’s responsibilities. When doing so, however, the consultant will act as the committee’s representative and solely on the committee’s behalf.

•At least once each year, the People and Governance Committee will meet in executive session with its consultant, without management present, to discuss compensation philosophy and the committee’s goals and objectives for the next year.

•The People and Governance Committee will evaluate the performance of its compensation consultant. Among other factors, the committee will consider the committee’s continued confidence in the integrity, objectivity, and independent judgment of the representative of the consultant assigned to the engagement along with his or her understanding of the public service nature of TVA.

•In a new relationship, the People and Governance Committee will often request that the consultant provide a high-level review of TVA’s executive pay program, highlighting any atypical or uncompetitive pay practices or plan features that should be reviewed in detail. It is incumbent on the consultant to uncover potential problem areas that need to be addressed.

EX-10.2

Filename: exhibit102-executiveannual.htm · Sequence: 3

Document

Exhibit 10.2

EXECUTIVE ANNUAL INCENTIVE PLAN

Amended and Restated as of October 1, 2026

Approved by: _______/s/ Will Trumm_____________________________________ 05/27/2026

Will Trumm, EVP & Chief Administrative, HR, & Federal Affairs Officer Date

Validation Date: 05/22/2026

Review Frequency: 3 years

Validated By: Stephen Gaby

TABLE OF CONTENTS

Page

1. PURPOSE AND SCOPE........................................................................................................... 1

1.1 Establishment.......................................................................................................... 1

1.2 Purpose................................................................................................................... 1

2. DEFINITIONS............................................................................................................................ 1

2.1 “Authorized Parties”................................................................................................ 1

2.2 “Corporate Performance Goals”.............................................................................. 1

2.3 “Corporate Performance Measures”........................................................................ 1

2.4 “EAIP Award”........................................................................................................... 1

2.5 “EAIP Incentive Opportunity”................................................................................... 1

2.6 “Individual Performance Multiplier”.......................................................................... 1

2.7 “Participant”............................................................................................................. 2

2.8 “Performance Cycle”............................................................................................... 2

2.9 “Plan Year”.............................................................................................................. 2

2.10 “Retirement”............................................................................................................ 2

2.11 “SBU”...................................................................................................................... 2

2.12 “SBU Performance Goals”...................................................................................... 2

2.13 “SBU Performance Measures”............................................................................... 2

2.14 “Scorecard Achievement”....................................................................................... 2

2.15 “Section 409A”........................................................................................................ 2

2.16 “Separation from Service”....................................................................................... 2

2.17 “Target EAIP Award”............................................................................................... 2

2.18 “Total Cash Compensation”.................................................................................... 3

3. PARTICIPATION........................................................................................................................ 3

4. PERFORMANCE CYCLE.......................................................................................................... 3

5. PERFORMANCE MEASURES AND GOALS............................................................................ 3

5.1 Corporate Performance Measures and Goals........................................................ 3

5.2 SBU Performance Measures and Goals................................................................. 3

6. DETERMINATION OF AWARDS...............................................................................................4

6.1 Eligibility and Vesting............................................................................................. 4

6.2 EAIP Incentive Opportunity..................................................................................... 4

6.3 Scorecard Achievement.......................................................................................... 4

6.4 Individual Performance Multiplier............................................................................ 5

6.5 Award Calculation................................................................................................... 5

6.6 Maximum Payout.................................................................................................... 5

6.7 Standard Discretion and Award Adjustment............................................................ 5

6.8 Change in Position.................................................................................................. 5

6.9 Termination Prior to End of Performance Cycle..................................................... 6

7. PAYMENT OF AWARDS........................................................................................................... 6

8. DEFERRAL ELECTION OPTION....................................................................................... 6

8.1 Eligibility for Deferral for Existing Participants................................................... 7

8.2 Eligibility for Deferral for New Participants........................................................ 7

9. PLAN ADMINISTRATION................................................................................................... 8

9.1 Authority of Plan Administrator.......................................................................... 8

9.2 Determinations by Plan Administrator............................................................... 8

10. AMENDMENT OR TERMINATION OF THE PLAN........................................................... 9

11. GENERAL PROVISIONS.................................................................................................. 9

11.1 Board Delegations............................................................................................. 9

11.2 Non-Transferability of Rights and Interests....................................................... 9

11.3 Sources of Payments....................................................................................... 9

11.4 Severability........................................................................................................ 10

11.5 Limitation of Rights............................................................................................ 10

11.6 Titles................................................................................................................. 10

11.7 Governing Law.................................................................................................. 10

11.8 Authorized Representatives............................................................................. 10

11.9 Certain Rights and Limitations.......................................................................... 11

11.10 Compliance with Section 409A......................................................................... 11

11.11 Tax Withholding................................................................................................. 11

iii

1.PURPOSE AND SCOPE

1.1Establishment. The Tennessee Valley Authority (“TVA”) hereby amends and restates in its entirety its short-term incentive program for officers and executives, which shall be known as the “Executive Annual Incentive Plan” (“EAIP” or “Plan”). The Plan supports TVA’s compensation philosophy, which is designed to attract, retain, and engage employees needed to accomplish TVA’s broad mission.

1.2Purpose. The Plan is designed to encourage and reward TVA officers and other Participants for their performance and contribution to the successful achievement of financial, operational, and individual goals.

This is accomplished by linking a significant element of variable annual compensation to the accomplishment of selected short-term financial, operational, and individual performance standards. The Plan, in conjunction with salary, provides total annual compensation opportunities similar to those found at competing companies, thus assisting TVA in retaining and recruiting executive talent critical to TVA’s success.

2.DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1“Authorized Parties” means the TVA Board of Directors (“Board”) or its designees.

2.2“Corporate Performance Goals” means the annual goals established for each Corporate Performance Measure.

2.3“Corporate Performance Measures” means the specific metrics used to measure performance at the corporate level.

2.4“EAIP Award” means the actual dollar amount awarded to a Participant under the EAIP.

2.5“EAIP Incentive Opportunity” means the award opportunity expressed as a percent of the Participant’s salary.

2.6“Individual Performance Multiplier” means the adjustment to the EAIP Award based on the eligible Participant’s individual achievements and performance.

2.7“Participant” means TVA employees eligible to receive an award under the EAIP.

2.8“Performance Cycle” means the period of time over which performance is measured for the purpose of awarding incentives.

2.9“Plan Year” means TVA’s fiscal year (October 1 through September 30).

2.10“Retirement” and like phrases mean an employee has met one of the following criteria: (i) the employee has reached the age of 60 with at least five years of full-time TVA service, (ii) the employee has reached the age of 55 with at least 10 years of full-time TVA service, (iii) the employee has reached the age of 50 with at least 15 years of full-time TVA service, (iv) the employee has at least 20 years of full-time TVA service, regardless of age, (v) the employee is in the Civil Service Retirement System or Federal Employees Retirement System and is eligible for an immediate retirement benefit upon termination as outlined in the applicable plan, or (vi) in the case of an employee who has been involuntarily terminated for reasons other than Gross Misconduct, the employee has reached the age of 50 with at least 10 years of full-time TVA service.

2.11“SBU” means a Strategic Business Unit within TVA.

2.12“SBU Performance Goals” means the annual goals established for each SBU Performance Measure.

2.13“SBU Performance Measures” means the specific metrics used to measure performance at the SBU level.

2.14“Scorecard Achievement” means the level of performance compared to the approved performance measures and performance goals over the Performance Cycle (expressed as a percentage of performance).

2.15“Section 409A” means Section 409A of the Internal Revenue Code and the regulations and other binding guidance thereunder.

2.16“Separation from Service” and like phrases shall have the meaning set forth in 26 C.F.R. §1.409A-1(h), as such provision may be amended from time to time.

2.17“Target EAIP Award” is the product of the Participant’s base salary (at the time an EAIP Incentive Opportunity is approved in accordance with this Plan) and the Participant’s EAIP Incentive Opportunity.

2.18“Total Cash Compensation” means the Participant’s compensation that includes salary plus EAIP Award.

3.PARTICIPATION

An Authorized Party shall approve individual employees as Participants in accordance with delegations approved by the Board.

Eligibility is limited to officers and key managers serving in jobs within the Officer/Executive pay band.

4.PERFORMANCE CYCLE

The EAIP performance cycle follows TVA’s fiscal year (October 1 through September 30).

5.PERFORMANCE MEASURES AND GOALS

The Plan incorporates the use of performance measures that focus primarily on the achievement of TVA’s short-term financial and/or operational goals in key areas essential for the achievement of TVA’s strategic objectives. Performance measures and goals are evaluated over the one-year period of the Performance Cycle. Performance measures, performance measure weighting, and the identification of performance goals for each performance measure will be (1) established for each Performance Cycle by the Board or its designee and (2) communicated by an Authorized Party.

The Board will generally set performance measures and goals within the first 90 days of the Performance Cycle. It is the intention of TVA that changes to the performance measures and goals will not be made during or at the conclusion of the Performance Cycle; however, the Board retains the right to do so in its discretion. The results of the performance measures and goals are approved for each Performance Cycle by the Board.

5.1Corporate Performance Measures and Goals. The Plan uses Corporate Performance Measures and Goals, which focus on key areas essential for the achievement of TVA’s strategic priorities.

5.2SBU Performance Measures and Goals. The Plan may also use SBU Performance Measures and Goals, which focus on key areas essential for top performance in identified SBUs. When SBU Performance Measures and Goals are used for a Performance Cycle:

5.2.1These measures will be focused on a balance among responsibility, rates, and reliability.

5.2.2Achievement of the SBU Performance Measures and Goals is used in the determination of EAIP Awards for all Participants in

TVA organizations that have SBU Performance Measures and Goals.

5.2.3The SBU Performance Measures and Goals for each SBU will vary depending on the type of organization and its particular goals within TVA’s strategic objectives.

5.2.4Participants who are employed in organizations that are not tied to a specific set of SBU Performance Measures and Goals will have EAIP Awards determined based on the achievement of Corporate Performance Measures and Goals.

6.DETERMINATION OF AWARDS

6.1Eligibility and Vesting. To be eligible for an EAIP Award, the Participant must (1) be a TVA employee at the end of the Performance Cycle and (2) have been employed for a minimum of 90 consecutive days during the Performance Cycle. Participants with an annual performance review rating of “Unsatisfactory” are not eligible for an award.

Participants who meet eligibility requirements and fall into one of the following categories will receive a prorated award:

•Employed for less than the full Plan Year, or

•Leave Without Pay (“LWOP”) for more than 30 days during the Plan Year (unless LWOP is due to a service-related injury or active military duty).

For the avoidance of doubt, a Participant has a vested right to an EAIP Award either (1) when he or she meets the eligibility requirements as defined above or (2) when he or she is entitled to an EAIP Award under Section 6.9.

6.2EAIP Incentive Opportunity. Annual EAIP Incentive Opportunities for each Participant are established based on market data, level of responsibility, and relationship with other TVA positions in order to ensure a consistent approach among TVA organizations. Annual EAIP Incentive Opportunities under the Plan are designed to align each position’s Total Cash Compensation with relevant labor market practices. EAIP Incentive Opportunities for each Participant are approved in accordance with delegations approved by the Board.

6.3Scorecard Achievement. Scorecards have goals that are essential to TVA success and may include goals around performance of fleet assets, reliability to customers, TVA’s impact on the environment, and

overall financial and operational performance. Scorecard results for all Participants can range from 0% to 150% depending on performance.

6.4Individual Performance Multiplier. Actual EAIP Awards for eligible Participants may be adjusted, up or down, by an individual’s supervisor/manager based on an evaluation of the Participant’s individual achievements and performance over the Performance Cycle within a range of 0% to 150%. Final awards for all Participants will be approved in accordance with delegations approved by the Board.

6.5Award Calculation. EAIP Awards for Participants are calculated as follows:

EAIP Award

(225% Max)

= Salary X Position’s EAIP Incentive Opportunity % X Scorecard Achievement (0% - 150%) X

Individual Performance Multiplier

(0% - 150%)

6.6Maximum Payout. The maximum payout after all factors are applied is 150% of the Participant’s Target EAIP Award (the “Maximum Payout”). In the event that the Participant’s EAIP Award calculation (as illustrated in Section 6.5) exceeds the Maximum Payout, the Participant’s award will be adjusted not to exceed the Maximum Payout.

6.7Standard Discretion and Award Adjustment. The Board has established and can utilize a standard discretionary range to adjust the Scorecard Achievement by plus or minus 20 percent. This standard discretionary range allows the Board to account for extraordinary events or significant occurrences that impact TVA’s performance, including (but not limited to) fatalities, major accidents, significant operational issues, regulatory/environmental violations, extraordinary operational performance during extreme weather, or early achievement of a strategic objective. The adjustment within this range reflects the Board’s assessment of these events’ impact on safety, operational integrity, and mission achievement.

Notwithstanding the previous paragraph, the Board, in its sole discretion, may reduce (to zero) or increase (in an amount not to exceed the Maximum Payout established in Section 6.6) EAIP Awards for any or all Participants. This ensures that the Plan remains flexible, promotes accountability, and aligns with TVA’s commitment to operational excellence and financial health.

6.8Change in Position. Awards are based on the Participant’s base salary, the EAIP Incentive Opportunity assigned to the Participant’s position, and

TVA’s achievement of performance measures and goals for the Performance Cycle. Participants who have a change in salary, incentive opportunity, or scorecard during a Performance Cycle as a result of a change in position or reclassification will have their EAIP Award calculated based on time in each position, salary, incentive opportunity, and/or scorecard during the Performance Cycle. Participants who change their full-time/part-time status during the Performance Cycle will receive a prorated EAIP Award based on time spent at part time and full time during the Performance Cycle.

6.9Termination Prior to End of Performance Cycle. Participants who meet the eligibility requirements (e.g., employed 90 consecutive days during the Performance Cycle) and terminate employment with TVA before the end of the Performance Cycle for reasons that are beyond the Participant’s control and acceptable to TVA may be eligible to receive a prorated EAIP Award.

Participants who meet the eligibility requirements (e.g., employed 90 consecutive days during the Performance Cycle) and terminate employment with TVA before the end of the Performance Cycle for reasons that are voluntary or who are terminated “for Cause” are not eligible for any EAIP Award.

If a Participant is terminated during the Performance Cycle and the participant is eligible for Retirement (as defined by Section 2.10), the Participant’s eligibility for an EAIP Award shall be unaffected and the Participant will remain eligible for a prorated EAIP Award, if any, available to the Participant under the Plan upon Separation from Service. If eligible for Retirement, leaving for other reasons does not impact right to receive payment.

7.PAYMENT OF AWARDS

Except in the case of deferral, EAIP Awards will be paid in a lump sum during the first quarter of the next fiscal year following the Plan Year in which the awards are earned, typically late November to early December, but in no event will the EAIP Awards be paid later than December 15. EAIP Awards will be approved by an Authorized Party prior to payment in accordance with delegations approved by the Board. Each EAIP Award shall be paid in cash after deducting the amount of applicable federal, state, and local withholding taxes of any kind required by law to be withheld by TVA.

8.DEFERRAL ELECTION OPTION

Participants may defer the payment of EAIP Awards under the Plan in accordance with the criteria set forth below:

8.1Eligibility for Deferral for Existing Participants. Participants who are employed by TVA before the performance measures and goals for a Performance Cycle have been established may be eligible to elect to defer all or a portion of any eligible EAIP Award for a Performance Cycle to the TVA Deferred Compensation Plan under the following conditions:

8.1.1The deferral election must be made before the first day of the Performance Cycle;

8.1.2The deferral election is irrevocable as of the date set forth in Section 8.1.1 above;

8.1.3The deferral must be made in 1 percent increments of the actual EAIP Award;

8.1.4Before the deferral election becomes irrevocable, the Participant must elect to have deferred amounts paid out in accordance with the options set forth in the TVA Deferred Compensation Plan; and

8.1.5The Participant performs services at TVA continuously from the date the Participant’s performance measures and goals are established through the date the deferral election is made.

8.2Eligibility for Deferral for New Participants. Participants who become eligible to participate in the Plan after the performance measures and goals for a Performance Cycle have been established and who have not at any time previously been eligible to participate in the Plan or in any other plan required to be aggregated and treated with the Plan as a single plan under Section 409A may be eligible to elect to defer a portion of any eligible EAIP Award for that Performance Cycle to the TVA Deferred Compensation Plan under the following conditions:

8.2.1The deferral election must be made within thirty (30) days after the date the Participant becomes eligible to participate in the Plan;

8.2.2The deferral is irrevocable as of the date set forth in Section 8.2.1 above;

8.2.3The deferral must be made with respect to 1 percent increments of the actual EAIP Award;

8.2.4The deferral election applies only with respect to compensation paid for services to be performed after the election is made; and

8.2.5Before the deferral election becomes irrevocable, the Participant must elect to have deferred amounts paid out in accordance with the options set forth in the TVA Deferred Compensation Plan.

9.PLAN ADMINISTRATION

9.1Authority of Plan Administrator. The Plan shall be administered by the Chief Executive Officer (“CEO”) or the designee of the CEO (the “Plan Administrator”) unless otherwise delegated by the Board. When the CEO is a Participant, the Board or its designee shall be the Plan Administrator with respect to matters affecting the CEO. Subject to the express provisions of the Plan, the Plan Administrator shall have the power, authority, and sole and exclusive discretion to construe, interpret, and administer the Plan, including without limitation, the power and authority to make factual determinations relating to, and correct mistakes in, EAIP Awards and to take such other action in the administration and operation of the Plan as the Plan Administrator deems appropriate under the circumstances, including but not limited to the following:

9.1.1The Plan Administrator may, from time to time, prescribe forms and procedures for carrying out the purposes and provisions of the Plan.

The Plan Administrator shall have the authority to prescribe the terms of any communications made under the Plan, to interpret and construe the Plan, any rules and regulations under the Plan, and the terms and conditions of any EAIP Award, and to answer all questions arising under the Plan, including questions on the proper construction and interpretation of the Plan.

9.1.2The Plan Administrator may (1) notify each Participant that he or she has been selected as a Participant and (2) obtain from each Participant such agreements and powers and designations of beneficiaries as the Plan Administrator shall reasonably deem necessary for the administration of the Plan.

9.1.3To the extent permitted by law, the Plan Administrator may at any time delegate such powers and duties to one or more other executives or managers, whether ministerial or discretionary, as the Plan Administrator may deem appropriate, including but not limited to, authorizing the Plan Administrator’s delegate to execute documents on the Plan Administrator’s behalf.

9.2Determinations by Plan Administrator. All decisions, determinations, and interpretations by the Plan Administrator regarding the Plan, any rules and regulations under the Plan, and the terms and conditions of or operation of any EAIP Award, shall be final and binding on all Participants, beneficiaries, heirs, or other persons holding or claiming rights under the Plan or any EAIP Award. The Plan

Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion, in making such decisions, determinations, and interpretations including, without limitation, the recommendations or advice of an Authorized Party or any other employee of TVA and such consultants and accountants as it may select.

10.AMENDMENT OR TERMINATION OF THE PLAN

The Board may at any time amend or terminate the Plan without the consent of any Participant, beneficiary, or other person; provided that TVA and the Plan Administrator, after any such termination, shall continue to have full administrative powers to take any and all action contemplated by the Plan which is necessary or desirable and to make payment of any outstanding awards earned by Participants in accordance with the terms of the Plan. No amendment or termination of the Plan may adversely affect, other than as specified in the Plan, any right acquired by any Participant or any beneficiary under an EAIP Award vested before the effective date of such amendment or termination. Upon termination of the Plan, distribution of vested EAIP Awards shall be made to Participants and beneficiaries in the manner and at the time described in Section 7, unless an Authorized Party determines in its sole discretion that all such amounts shall be distributed upon termination of the Plan.

11.GENERAL PROVISIONS

11.1Board Delegations. Approvals regarding awards under the Plan for each Participant, such as the Target EAIP Award opportunity and the amount of actual awards, will be made in accordance with delegations approved by the Board.

11.2Non-Transferability of Rights and Interests. Neither a Participant nor a beneficiary may alienate, assign, transfer or otherwise encumber his or her rights and interests under the Plan. No such interest or right to receive a distribution may be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person, and any attempt to do so shall be null and void. In the event of a Participant’s death, the Plan Administrator shall authorize payment of any EAIP Award due a Participant under the Plan to the Participant’s beneficiary.

11.3Sources of Payments. All EAIP Awards shall be payable out of TVA’s general assets. Each Participant’s or beneficiary’s claim, if any, for the payment of an EAIP Award shall not be superior to that of any general and unsecured creditor of TVA. Nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall create or be construed to create a trust of any kind or a fiduciary relationship

between TVA and any Participant, beneficiary, or other person. If an error or omission is discovered in any of the determinations, the Plan Administrator shall cause an appropriate equitable adjustment to be made in order to remedy such error or omission.

11.4Severability. In the event that any provision or portion of the Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of the Plan shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

11.5Limitation of Rights. Nothing in the Plan shall be construed to give any employee any right to be selected as a Participant or to receive an EAIP Award or to be granted an EAIP Award other than as is provided in this document. Nothing in the Plan or any EAIP Award issued pursuant to the Plan shall be construed to limit in any way the right of TVA to terminate a Participant’s employment at any time, without regard to the effect of such termination on any rights such Participant would otherwise have under the Plan, or give any right to a Participant to remain employed by TVA in any particular position or capacity or at any particular rate of remuneration. During the lifetime of the Participant, only the Participant (or the Participant’s legal representative) may exercise the rights and receive the benefits of any EAIP Award.

11.6Titles. The titles of the sections herein are included for convenience of reference only and shall not be construed as part of the Plan or have any effect upon the meaning of the provisions hereof. Unless the context requires otherwise, the singular shall include the plural and the masculine shall include the feminine. Such words as “herein,” “hereafter,” “hereof,” and “hereunder” shall refer to this instrument as a whole and not merely to the subdivision in which such words appear.

11.7Governing Law. TVA is a corporate agency and instrumentality of the United States, and the Plan shall be governed by and construed under federal law. In the event federal law does not provide a rule of decision for any matter or issue under the Plan, the law of the State of Tennessee shall apply; provided, however, in no event shall Tennessee’s choice of law provisions apply.

11.8Authorized Representatives. Whenever TVA under the terms of the Plan is permitted or required to do or to perform any act or matter or thing, it shall be done and performed by a duly authorized representative of TVA.

11.9Certain Rights and Limitations. The establishment of the Plan shall not be construed as conferring any legal rights upon any employee or other person for a continuation of employment, nor shall it interfere with the rights of TVA to discharge any employee and to treat any employee without regard to the effect that such treatment might have upon that employee as a Participant in the Plan.

11.10Compliance with Section 409A. At all times, to the extent Section 409A applies to amounts deferred under the Plan: (i) the Plan shall be operated in accordance with the requirements of Section 409A; (ii) any action that may be taken (and, to the extent possible, any action actually taken) by an Authorized Party, the Plan Administrator, and the Participants or their beneficiaries shall not be taken (or shall be void and without effect), if such action violates the requirements of Section 409A; (iii) any provision in the Plan that is determined to violate the requirements of Section 409A shall be void and without effect; and (iv) any provision that is required by Section 409A to appear in the Plan that is not expressly set forth shall be deemed to be set forth herein, and the Plan shall be administered in all respects as if such provision were expressly set forth herein. The payments of EAIP Awards, to the extent no deferral election is made, are intended to be interpreted, operated, and administered in a manner consistent with the short-term deferral exemption from Section 409A. No provision of the Plan is intended or shall be interpreted to create any right with respect to the tax treatment of the amounts paid hereunder, and TVA shall not, under any circumstances, have any liability to a Participant or Beneficiary for any taxes, penalties, or interest due on amounts paid or payable under the Plan, including taxes, penalties, or interest imposed under Section 409A.

11.11Tax Withholding. TVA is authorized to withhold from any EAIP Award taxes due or potentially payable in connection with any transactions involving the Plan and to take any other actions TVA may deem advisable to allow TVA to satisfy obligations for the payment of withholding taxes and other tax obligations related to any EAIP Award.

EX-10.3

Filename: exhibit103-longxtermincent.htm · Sequence: 4

Document

Exhibit 10.3

LONG-TERM INCENTIVE PLAN

Amended and Restated Effective as of October 1, 2026

Approved by: ___/s/ Will Trumm_____________________________________ 05/27/2026

Will Trumm, EVP & Chief Administrative, HR, & Federal Affairs Officer Date

Validation Date: 05/22/2026

Review Frequency: 3 years

Validated By: Stephen Gaby

TABLE OF CONTENTS

Page

1. PURPOSE AND SCOPE..................................................................................................... 1

1.1 Establishment.................................................................................................... 1

1.2 Purpose............................................................................................................. 1

2. DEFINITIONS...................................................................................................................... 2

2.1 “Beneficiary”....................................................................................................... 2

2.2 “Disability”.......................................................................................................... 2

2.3 “Gross Misconduct”............................................................................................ 2

2.4 “Long-Term Performance Incentive Award”....................................................... 2

2.5 “Long-Term Performance Incentive Grant”........................................................ 3

2.6 “Long-Term Performance Incentive Opportunity”............................................... 3

2.7 “Long-Term Retention Incentive Grant”.............................................................. 3

2.8 “Performance Cycle”.......................................................................................... 3

2.9 “Performance Goals”......................................................................................... 3

2.10 “Performance Measures”................................................................................... 3

2.11 “Retention Cycle”............................................................................................... 3

2.12 “Retirement”....................................................................................................... 3

2.13 “Scorecard Achievement”.................................................................................. 4

2.14 “Section 409A”................................................................................................... 4

2.15 “Separation from Service”.................................................................................. 4

3. PARTICIPATION.................................................................................................................. 4

3.1 Performance Component................................................................................... 4

3.2 Retention Component........................................................................................ 4

4. PERFORMANCE MEASURES AND GOALS..................................................................... 5

5. DETERMINATION OF GRANTS AND AWARDS................................................................ 5

5.1 Grant Frequency................................................................................................ 5

5.2 Calculation of Grants and Awards..................................................................... 5

5.3 Vesting............................................................................................................... 6

5.4 Awards Payable for Termination Prior to Vesting............................................... 7

6. PAYMENT OF AWARDS..................................................................................................... 9

6.1 Performance Component.................................................................................. 10

6.2 Retention Component....................................................................................... 10

6.3 Death................................................................................................................ 10

6.4 Disability............................................................................................................ 10

6.5 Retirement........................................................................................................ 10

Page

7. DEFERRAL ELECTION OPTION....................................................................................... 10

7.1 Eligibility for Deferral for Existing Participants.................................................. 10

7.2 Eligibility for Deferral for New Participants........................................................ 11

8. PLAN ADMINISTRATION................................................................................................... 12

8.1 Authority of Plan Administrator.......................................................................... 12

8.2 Determinations by Plan Administrator............................................................... 13

9. AMENDMENT OR TERMINATION OF THE PLAN............................................................ 13

10. GENERAL PROVISIONS................................................................................................. 13

10.1 Board Delegations............................................................................................ 13

10.2 Non-Transferability of Rights and Interests...................................................... 13

10.3 Source of Payments......................................................................................... 13

10.4 Severability....................................................................................................... 14

10.5 Limitation of Rights........................................................................................... 14

10.6 Titles................................................................................................................. 14

10.7 Governing Law................................................................................................. 14

10.8 Authorized Representatives............................................................................. 15

10.9 Compliance with Section 409A......................................................................... 15

10.10 Tax Withholding................................................................................................ 15

1.PURPOSE AND SCOPE

1.1 Establishment. The Tennessee Valley Authority (“TVA”) hereby amends and restates in its entirety its long-term incentive plan, which shall be known as the Long-Term Incentive Plan (“Plan”). This Plan supports TVA’s compensation philosophy, which is designed to attract, retain, and engage employees needed to accomplish TVA’s broad mission.

1.2 Purpose. The purpose of the Plan is to provide a targeted level of total long-term compensation that is comprised of both (1) a variable, at-risk performance-based component (the “Performance Component”) and (2) a retention component (the “Retention Component”). The Plan is designed to provide a competitive level of total compensation to eligible participants (each, a “Participant”).

Participants may be selected for enrollment in one or both components of the Plan. For a Participant who is enrolled in both components, the Performance Component will typically target a majority portion of the Participant’s total long-term compensation. The remaining portion will be provided under the Retention Component.

1.2.1 Performance Component. The Performance Component is designed to provide Participants with time-vested incentive opportunities based on successful achievement of established financial and/or operational goals measured over a three-year period. This component is intended to provide performance incentives to Participants similar to the performance incentive provided by long-term performance stock or performance cash awards in publicly traded companies.

1.2.2 Retention Component. The Retention Component is designed to provide Participants with time-based incentive opportunities designed to encourage them to remain with TVA. This component is intended to provide retention incentives to Participants similar to the retention incentive provided by restricted stock or restricted stock units in publicly traded companies.

2. DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

2.1 “Beneficiary” means the Participant’s surviving spouse, unless the Participant designates one or more persons or entities to be the Participant’s Beneficiary. The Participant may make, change, or revoke a Beneficiary designation at any time before his or her death without the consent of the Participant’s spouse or anyone the Participant previously named as a Beneficiary, and the Participant may designate primary and secondary Beneficiaries. A Beneficiary designation must comply with procedures established by the Plan Administrator (as defined below) and must be received by the Plan Administrator before the Participant’s death. If the Participant dies without a valid Beneficiary designation (as determined by the Plan Administrator) and has no surviving spouse, the Beneficiary shall be the Participant’s estate.

2.2 “Disability” means that the Participant has any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position that can be expected to result in death or can be expected to last for a continuous period of not less than six months. Disability shall be determined by the Plan Administrator, in his or her sole discretion.

2.3 “Gross Misconduct” means (i) misconduct involving dishonesty, fraud, or gross negligence that directly results in significant economic or reputational harm to TVA; (ii) insubordination, intentional neglect of duties, or refusal to cooperate with investigations of TVA’s business practices; (iii) conviction of a crime amounting to a felony under the laws of the United States or any of the several states, or a crime of moral turpitude; (iv) a significant violation of TVA’s Code of Ethics or Code of Conduct; or (v) disclosure without authorization of proprietary or confidential information of TVA. The Plan Administrator shall determine in his, her, or its sole discretion whether the conduct of an employee constitutes Gross Misconduct.

2.4 “Long-Term Performance Incentive Award” means the amount earned under the Performance Component after determining achievement of the Performance Goals and applying any adjustments.

2.5 “Long-Term Performance Incentive Grant” means the amount granted to a Participant under the Performance Component.

2.6 “Long-Term Performance Incentive Opportunity” means the award opportunity, as approved in accordance with this Plan, under the Performance Component expressed as a percentage of the Participant’s base salary.

2.7 “Long-Term Retention Incentive Grant” means the amount granted to a Participant under the Retention Component.

2.8 “Performance Cycle” means a period of three consecutive TVA fiscal years. A new Performance Cycle begins at the start of each TVA fiscal year (October 1). The following illustration shows how the three-year cycles overlap:

Plan Cycle

FY 1

FY 2

FY 3

FY 4

FY 5

Cycle 1

Cycle 2

Cycle 3

2.9 “Performance Goals” means the long-term strategic financial and/or operational goals established for each Performance Measure used to determine awards under the Performance Component.

2.10 “Performance Measures” means the specific metrics used to measure performance under the Performance Component.

2.11 “Retention Cycle” means a period of three consecutive TVA fiscal years. A new Retention Cycle begins at the start of each TVA fiscal year and typically includes three one-year vesting periods.

2.12 “Retirement” and like phrases mean an employee has met one of the following criteria: (i) the employee has reached the age of 60 with at least five years of full-time TVA service, (ii) the employee has reached the age of 55 with at least 10 years of full-time TVA service, (iii) the employee has reached the age of 50 with at least 15 years of full-time TVA service, (iv) the employee has at least 20 years of full-time TVA service, regardless of age, (v) the employee is in the Civil Service Retirement System or Federal Employees Retirement System and is eligible for an immediate retirement benefit upon termination as outlined in the applicable plan, or (vi) in the case of an

employee who has been involuntarily terminated for reasons other than Gross Misconduct, the employee has reached the age of 50 with at least 10 years of full-time TVA service.

2.13 “Scorecard Achievement” means the level of performance compared to the approved Performance Measures and Performance Goals over the Performance Cycle (expressed as a percentage of performance).

2.14 “Section 409A” means Section 409A of the Internal Revenue Code and the regulations and other binding guidance thereunder.

2.15 “Separation from Service” and like phrases have the meaning set forth in 26 C.F.R. §1.409A-1(h) as such provision may be amended from time to time.

3. PARTICIPATION

The TVA Board of Directors (the “Board”) or its designee(s) (collectively, the “Authorized Parties”) shall approve individual employees as Participants. Each Participant approved for participation shall be enrolled in the Performance Component, the Retention Component, or both. Participation is generally limited to key positions that have the ability to significantly impact the long-term financial and/or operational objectives critical to TVA’s overall success (“Key Positions”).

Eligibility based on the Plan guidelines does not entitle an individual to receive an award under the Plan. An employee’s eligibility and participation in one year does not guarantee eligibility or participation for any subsequent year. No other long-term incentive may be provided to Participants that is inconsistent with the Plan.

3.1 Performance Component. Eligibility to participate in the Performance Component shall be limited to executives serving in positions within the Officer/Executive (O/E) pay band. Key Positions within M&S pay band may become eligible based on market prevalence.

3.2 Retention Component. Eligibility to participate in the Retention Component shall be limited to:

• Executives serving in positions within the O/E pay band; and

• Other key positions based on market prevalence.

Participation in the Plan, as well as the terms of each award granted under the Plan, is at the discretion of the Authorized Parties based on, among other things, recruiting needs and review of benchmark data.

4. PERFORMANCE MEASURES AND GOALS

The Board establishes both Performance Measures and Performance Goals. Performance Measures focus primarily on the achievement of TVA’s long-term financial and/or operational goals, and Performance Goals are established for each Performance Measure. Performance Measures and Goals typically cover the three-year period of the Performance Cycle. Performance Measures and Goals will generally be set within the first 90 days of the Performance Cycle. It is the intention of TVA that changes to the Performance Measures and Goals will not be made during or at the conclusion of the Performance Cycle; however, the Board retains the right to do so in its discretion. The results of the Performance Measures and Goals are approved for each Performance Cycle by the Board.

5. DETERMINATION OF GRANTS AND AWARDS

5.1 Grant Frequency.

5.1.1 Long-Term Performance Incentive Grants will typically be made annually as of the first day of each Performance Cycle. Long-Term Retention Incentive Grants will typically be granted annually as of the first day of each fiscal year. Grants must be formally approved by an Authorized Party prior to being communicated to Participants. Approval will generally be part of the compensation review. Formal communication of approved grants shall be provided to Participants as soon as practicable after approval.

5.1.2 If, after the first day of a Performance Cycle or Retention Cycle, an individual is hired and becomes eligible/approved to participate in the Performance Component or Retention Component or is promoted or transferred into a position that is covered by the Performance Component or Retention Component (or would provide for an increase in the grant amount), the employee may, unless the Plan Administrator determines otherwise, become a Participant with respect to each Performance Cycle and Retention Cycle then in effect, provided that such participation shall be on a prorated basis.

5.2 Calculation of Grants and Awards. Grants represent the right of a Participant to receive a cash award, subject to vesting, in the amount determined by an Authorized Party, as set forth below.

5.2.1 Performance Component. Long-Term Performance Incentive Grants are based on a Participant’s base salary and Long-Term

Performance Incentive Opportunity on the grant date, and are calculated as follows:

Long-Term Performance Incentive Grant (Target Value)

Base Salary at Grant Date

Long-Term Performance Incentive Opportunity at Grant Date

Long-Term Performance Incentive Awards are based on achieved level of performance compared to the established Performance Measures and Goals over the Performance Cycle and are calculated as follows:

Long-Term Performance Incentive Award

Long-Term Performance Incentive Grant (Target Value)

Scorecard Achievement

(0% - 150%)

For each Participant, the maximum Long-Term Performance Incentive Award allowed under the Plan is 150% of the Long-Term Performance Incentive Grant unless a different maximum is approved by an Authorized Party. The Board may apply discretion, based on consideration of corporate factors and events that are significant during the Performance Cycle but not included or captured in the Performance Goals and Performance Measures, to reduce or increase the final Long-Term Performance Incentive Awards for any or all Participants as long as the final awards do not exceed the maximum amounts described above.

5.2.2 Retention Component. Long-Term Retention Incentive Awards will be fixed on the date of grant.

5.3 Vesting. A Participant will vest in his or her award as set forth below.

5.3.1 Performance Component. Except as provided in Section 5.4, Participants will become fully vested in their Long-Term Performance Incentive Awards if they remain employed through the end of the Performance Cycle. Long-Term Performance Incentive Grants will be made as of October 1 or as soon as practicable following the date that an employee becomes eligible/approved during a fiscal year or is hired, promoted, or transferred into a position that is covered by the Performance Component. Long-

Term Performance Incentive Grants that are made as of the first day of a Performance Cycle will vest three years later on September 30, provided that the Participant remains employed through that date. For example, a Long-Term Performance Incentive Grant made for the Performance Cycle beginning on October 1, 2022, to a Participant who was enrolled in the Plan on such date, will become fully vested on September 30, 2025. Long-Term Performance Incentive Grants that are made during a Performance Cycle will vest at the end of the Performance Cycle associated with such grant provided that the Participant remains employed through the end of such cycle.

5.3.2 Retention Component. The Retention Component shall have a vesting period covering three fiscal years. Long-Term Retention Incentive Awards will be granted on October 1 or as soon as practicable following the date that an employee becomes eligible/approved during a fiscal year or is hired, promoted, or transferred into a position that is covered by the Retention Component. Long-Term Retention Incentive Awards that are granted as of the first day of a Retention Cycle will become 1/3 vested on each subsequent September 30, provided the Participant remains employed through that date. For example, a Long-Term Retention Incentive Award of $75,000 granted on October 1, 2022, to a Participant who was enrolled in the Plan on such date, will vest as follows: $25,000 on September 30, 2023; $25,000 on September 30, 2024; and $25,000 on September 30, 2025. Long-Term Retention Incentive Awards that are granted during a Retention Cycle will vest on each subsequent September 30 included in such Retention Cycle, provided that the amount of such awards may be prorated.

5.4 Awards Payable for Termination Prior to Vesting. Except as otherwise determined by an Authorized Party or provided in the subsections below, if a Participant’s employment with TVA terminates for any reason, the unvested portion of any award shall be completely forfeited on the date of such termination of the Participant’s employment.

5.4.1 Death. If a Participant dies while employed, the Beneficiary shall be entitled to the sum of (1) any Long-Term Performance Incentive Awards that have already vested at the time of the Participant’s death and have not yet been paid to the Participant, (2) any Long-Term Performance Incentive Awards that have not vested at the time of the Participant’s death and that cover a Performance Cycle for which the Participant has received a Long-Term Performance

Incentive Grant, provided that the amount of any such Long-Term Performance Incentive Award (a) will be calculated assuming that the Scorecard Achievement is 100 percent and (b) will be prorated based on the number of whole months the Participant was participating in the Plan during the applicable Performance Cycle, (3) any portion of a Long-Term Retention Incentive Award that has already vested at the time of the Participant’s death and has not yet been paid, and (4) a prorated portion of any Long-Term Retention Incentive Grant that has not vested at the time of the Participant’s death provided that the Long-Term Retention Incentive Award for each vesting period within a Retention Cycle will be prorated based on the number of whole months the Participant was employed by TVA during the vesting period in which the Participant died as compared to (a) 12 months for the vesting period that includes the day that the Participant died, (b) 24 months for the vesting period that immediately follows the vesting period during which the Participant died, and (c) 36 months for the second vesting period that follows the vesting period during which the Participant died (such sum being hereinafter referred to as the “Beneficiary Award”). The Beneficiary Award shall be paid to the Beneficiary in accordance with Section 6.3.

5.4.2 Disability. If a Participant Separates from Service due to a Disability, the Participant shall be entitled to the sum of (1) any Long-Term Performance Incentive Awards that have already vested at the time the Participant Separates from Service due to a Disability and have not yet been paid to the Participant, (2) any Long-Term Performance Incentive Awards that have not vested at the time of the Participant’s Separation from Service due to a Disability and that cover a Performance Cycle for which the Participant has received a Long-Term Performance Incentive Grant, provided that the amount of any such Long-Term Performance Incentive Award (a) will be calculated assuming that the Scorecard Achievement is 100 percent and (b) will be prorated based on the number of whole months the Participant was employed by TVA during the applicable Performance Cycle, (3) any portion of a Long-Term Retention Incentive Award that has already vested at the time that the Participant Separates from Service due to a Disability and has not yet been paid, and (4) a prorated portion of any Long-Term Retention Incentive Grant that has not vested at the time of the Participant’s Separation from Service provided that the Long-Term Retention Incentive Award for each vesting period within a Retention Cycle will be prorated based on the number of whole

months the Participant was employed by TVA during the vesting period in which the Participant Separated from Service as compared to (a) 12 months for the vesting period that includes the day that the Participant Separated from Service, (b) 24 months for the vesting period that immediately follows the vesting period during which the Participant Separated from Service, and (c) 36 months for the second vesting period that follows the vesting period during which the Participant Separated from Service (such sum being hereinafter referred to as the “Disability Award”). The Disability Award shall be paid to such Participant in accordance with Section 6.4 below.

5.4.3 Retirement. If a Participant Separates from Service due to a Retirement, the Participant shall be entitled to the sum of (1) any Long-Term Performance Incentive Grant that has already vested at the time the Participant Separates from Service and has not yet been paid (the “Initial Performance Award”), (2) a prorated portion of any Long-Term Performance Incentive Grant that has not vested at the time of the Participant’s Separation from Service, provided that the amount of any such Long-Term Performance Incentive Award (a) is calculated using the actual Scorecard Achievement and (b) is prorated based on the number of whole months the Participant is employed by TVA during the applicable Performance Cycle (such amount being hereafter referred to as the “Prorated Performance Award”), (3) any portion of a Long-Term Retention Incentive Grant that has already vested at the time the Participant Separates from Service and has not yet been paid (the “Initial Retention Award”), and (4) a prorated portion of any Long-Term Retention Incentive Grant that has not vested at the time of the Participant’s Separation from Service provided that the amount of any such Long-Term Retention Incentive Award for each vesting period within the Retention Cycle is prorated based on the number of whole months the Participant was employed by TVA during such vesting period (such amount being hereafter referred to as the “Prorated Retention Award”). The Initial Performance Award, the Prorated Performance Award, the Initial Retention Award, and the Prorated Retention Award will be paid to such Participant in accordance with Section 6.5 below.

6. PAYMENT OF AWARDS

Each award shall be paid in cash after deducting the amount of applicable federal, state, and local withholding taxes of any kind required by law to be

withheld by TVA or any amounts due to be paid to TVA. All awards will be approved by an Authorized Party prior to payment. The awards will be paid as follows:

6.1 Performance Component. Except in the case of death, Disability, or Retirement or in the case of deferral, Long-Term Performance Incentive Awards will be paid in a lump sum no later than the December 15 following the end of each Performance Cycle.

6.2 Retention Component. Except in the case of death, Disability, or Retirement, Long-Term Retention Incentive Awards will be paid in a lump sum within two months of vesting. For example, a Long-Term Retention Incentive Award of $75,000 granted on October 1, 2022, will be paid as follows to the extent the Participant remains employed as of the applicable vesting date: $25,000 within two months after September 30, 2023; $25,000 within two months after September 30, 2024; and $25,000 within two months after September 30, 2025.

6.3 Death. The Beneficiary Award will be paid as soon as administratively practicable but in no event later than the last day of the second full calendar month following the Participant’s death.

6.4 Disability. The Disability Award will be paid as soon as administratively practicable but in no event later than the last day of the second full calendar month following the Participant’s Separation from Service due to Disability.

6.5 Retirement. The Initial Performance Award and the Prorated Performance Award will be paid in a lump sum within two months of the end of the applicable Performance Cycle; the Initial Retention Award will be paid in a lump sum within two months of vesting; and the Prorated Retention Award will be paid in a lump sum within two months of the end of the fiscal year during which the Participant Separates from Service due to Retirement.

7. DEFERRAL ELECTION OPTION

Participants are not eligible to defer the payment of Long-Term Retention Incentive Awards. If permitted by the Plan Administrator, Participants may defer the payment of Long-Term Performance Incentive Awards in accordance with the rules set forth below.

7.1 Eligibility for Deferral for Existing Participants. Participants who are eligible to participate in the Performance Component before the

Performance Measures and Goals for a Performance Cycle have been established may defer Long-Term Performance Incentive Awards under the following conditions:

7.1.1 The deferral election must be made before the first day of the Performance Cycle;

7.1.2 The deferral election is irrevocable as of the date set forth in Section 7.1.1 above;

7.1.3 The deferral must be made with respect to 1 percent increments of the actual Long-Term Performance Incentive Award;

7.1.4 Before the deferral election becomes irrevocable, the Participant must elect to have deferred amounts paid out in accordance with the options set forth in TVA’s Deferred Compensation Plan; and

7.1.5 The Participant performs services at TVA continuously from the date the Performance Measures and Goals are established through the date the deferral election is made.

7.2 Eligibility for Deferral for New Participants. Participants who become eligible to participate in the Plan after the Performance Measures and Goals for a Performance Cycle have been established and who have not at any time previously been eligible to participate in the Plan or in any other plan required to be aggregated and treated with the Plan as a single plan under Section 409A may defer their Long-Term Performance Incentive Awards under the following conditions:

7.2.1 The deferral election must be made within 30 days after the date the Participant becomes eligible to participate in the Plan and will be effective with respect to participation in the Performance Cycle that began on the immediately preceding October 1;

7.2.2 The deferral election is irrevocable as of the date set forth in Section 7.2.1 above;

7.2.3 The deferral must be made with respect to 1 percent increments of the actual Long-Term Performance Incentive Award;

7.2.4 The deferral election applies only with respect to compensation paid for services to be performed after the election is made; and

7.2.5 Before the deferral election becomes irrevocable, the Participant must elect to have deferred amounts paid out in accordance with the options set forth in TVA’s Deferred Compensation Plan.

8. PLAN ADMINISTRATION

8.1 Authority of Plan Administrator. The Plan shall be administered by the Chief Executive Officer (“CEO”) or the designee of the CEO (the “Plan Administrator”) unless otherwise delegated by the Board. When the CEO is a Participant, the Board or its designee shall be the Plan Administrator with respect to matters affecting the CEO. Subject to the express provisions of the Plan, the Plan Administrator shall have the power, authority, and sole and exclusive discretion to construe, interpret, and administer the Plan, including without limitation the power and authority to make factual determinations relating to, and correct mistakes in, awards and to take such other action in the administration and operation of the Plan as the Plan Administrator deems appropriate under the circumstances, including but not limited to the following:

8.1.1 The Plan Administrator may, from time to time, prescribe forms and procedures for carrying out the purposes and provisions of the Plan;

8.1.2 The Plan Administrator shall have the authority to prescribe the terms of any communications made under the Plan and to interpret and construe the Plan, any rules and regulations under the Plan, and the terms and conditions of any award, and answer all questions arising under the Plan, including questions on the proper construction and interpretation of the Plan;

8.1.3 The Plan Administrator may (1) notify each Participant that he or she has been selected as a Participant and (2) obtain from each Participant such agreements and powers and designations of Beneficiaries as the Plan Administrator shall reasonably deem necessary for the administration of the Plan; and

8.1.4 To the extent permitted by law, the Plan Administrator may at any time delegate such powers and duties to one or more other executives or managers, whether ministerial or discretionary, as the Plan Administrator may deem appropriate, including but not limited to authorizing the Plan Administrator’s delegate to execute documents on the Plan Administrator’s behalf.

8.2 Determinations by Plan Administrator. All decisions, determinations, and interpretations by the Plan Administrator regarding the Plan, any rules and regulations under the Plan, and the terms and conditions of or operation of any Plan award shall be final and binding on all Participants, Beneficiaries, heirs, assigns, or other persons holding or claiming rights under the Plan or any award.

9. AMENDMENT OR TERMINATION OF THE PLAN

The Board may at any time amend or terminate the Plan without the consent of any Participant, Beneficiary, or other person; provided that, no amendment or termination of the Plan may adversely affect, other than as specified in the Plan, any right acquired by any Participant or any Beneficiary under an award vested before the effective date of such amendment or termination. Upon termination of the Plan, distribution of vested awards shall be made to Participants and Beneficiaries in the manner and at the time described in Sections 6 and 7, unless an Authorized Party determines in his or her sole discretion that all such amounts shall be distributed upon termination of the Plan, in accordance with Section 409A to the extent applicable. TVA and the Plan Administrator, after such amendment or termination, shall continue to have full administrative powers to take any and all action contemplated by the Plan which is necessary or desirable and to make payment of any outstanding awards earned by Participants in accordance with the terms of the Plan.

10. GENERAL PROVISIONS

10.1 Board Delegations. Approvals regarding awards granted under the Plan for each Participant, and the amount of actual awards, will be made in accordance with delegations approved by the Board.

10.2 Non-Transferability of Rights and Interests. Neither a Participant nor a Beneficiary may alienate, assign, transfer, or otherwise encumber his or her rights and interests under the Plan, nor may such interest or right to receive a distribution be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person, and any attempt to do so shall be null and void.

10.3 Source of Payments. All awards shall be payable out of TVA’s general assets. Each Participant’s or Beneficiary’s claim, if any, for the payment of an award shall not be superior to that of any general and unsecured creditor of TVA. Nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall create or be construed to create a trust of any kind or a fiduciary relationship between TVA and any

Participant, Beneficiary, or other person. If an error or omission is discovered in any of the determinations, the Plan Administrator, in his or her sole discretion, shall cause an appropriate equitable adjustment to be made in order to remedy such error or omission.

10.4 Severability. In the event that any provision or portion of the Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of the Plan shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

10.5 Limitation of Rights. Nothing in the Plan shall be construed to give any employee any right to be selected as a Participant or to receive an award or to be granted an award other than as is provided in this document. Nothing in the Plan or any grant or award issued pursuant to the Plan shall be construed to limit in any way the right of TVA to terminate a Participant’s employment at any time, without regard to the effect of such termination on any rights such Participant would otherwise have under the Plan, or give any right to a Participant to remain employed by TVA in any particular position or capacity or at any particular rate of remuneration. During the lifetime of the Participant, only the Participant (or the Participant’s legal representative) may exercise the rights and receive the benefits of any award.

10.6 Titles. The titles of the articles and sections herein are included for convenience of reference only and shall not be construed as part of the Plan or have any effect upon the meaning of the provisions hereof. Unless the context requires otherwise, the singular shall include the plural and the masculine shall include the feminine. Words such as “herein,” “hereafter,” “hereof,” and “hereunder” shall refer to this instrument as a whole and not merely to the subdivision in which such words appear.

10.7 Governing Law. TVA is a corporate agency and instrumentality of the United States, and the Plan shall be governed by and construed under federal law. In the event federal law does not provide a rule of decision for any matter or issue under the Plan, the law of the State of Tennessee shall apply, without taking into account conflict of law principles. By participating in the Plan, each Participant agrees that the jurisdiction for any action with respect to the Plan shall lie in the United States District Court for the Eastern District of Tennessee. Any such action must commence no later than the date an award is paid or was to be paid, as applicable.

10.8 Authorized Representatives. Whenever TVA under the terms of the Plan is permitted or required to do or to perform any act or matter or thing, it shall be done and performed by a duly authorized representative of TVA.

10.9 Compliance with Section 409A. At all times, to the extent Section 409A applies to amounts deferred under the Plan, (a) the Plan shall be operated in accordance with the requirements of Section 409A; (b) any action that may be taken (and, to the extent possible, any action actually taken) by an Authorized Party, the Plan Administrator, and the Participants or their Beneficiaries shall not be taken (or shall be void and without effect), if such action violates the requirements of Section 409A; (c) any provision in the Plan that is determined to violate the requirements of Section 409A shall be void and without effect; and (d) any provision that is required by Section 409A to appear in the Plan that is not expressly set forth shall be deemed to be set forth herein, and the Plan shall be administered in all respects as if such provision were expressly set forth herein.

Except for the payment of the Prorated Performance Award and the Prorated Retention Award, the payment of awards under the Performance Component (to the extent no deferral election is made) and the Retention Component are intended to be interpreted, operated, and administered in a manner consistent with the short-term deferral exemption from Section 409A. TVA may at any time amend the Plan with respect to Section 409A but is not required to do so. No provision of the Plan is intended or shall be interpreted to create any right with respect to the tax treatment of the amounts paid hereunder, and TVA shall not, under any circumstances, have any liability to a Participant or Beneficiary for any taxes, penalties, or interest due on amounts paid or payable under the Plan, including taxes, penalties, or interest imposed under Section 409A.

10.10 Tax Withholding. TVA is authorized to withhold from any award taxes due or potentially payable in connection with any transactions involving the Plan, and to take any other actions TVA may deem advisable to allow TVA to satisfy obligations for the payment of withholding taxes and other tax obligations related to any award.

EX-99.1

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Exhibit 99.1

BASIC LEASE RENT

Rent Payment Date Basic Lease Rent

(Debt Portion) Basic Lease Rent

(Equity Portion)

November 15, 2026 $62,416,544 $5,708,444

May 15, 2027 $62,416,544 $7,310,866

November 15, 2027 $62,416,544 $7,310,866

May 15, 2028 $62,416,544 $7,310,866

November 15, 2028 $62,416,544 $7,310,866

May 15, 2029 $62,416,544 $7,310,866

November 15, 2029 $62,416,544 $7,310,866

May 15, 2030 $62,416,544 $7,310,866

November 15, 2030 $62,416,544 $7,310,866

May 15, 2031 $62,416,544 $7,310,866

November 15, 2031 $62,416,544 $7,310,866

May 15, 2032 $62,416,544 $7,310,866

November 15, 2032 $62,416,544 $7,310,866

May 15, 2033 $62,416,544 $7,310,866

November 15, 2033 $62,416,544 $7,310,866

May 15, 2034 $62,416,544 $7,310,866

November 15, 2034 $62,416,544 $7,310,866

May 15, 2035 $62,416,544 $7,310,866

November 15, 2035 $62,416,544 $7,310,866

May 15, 2036 $62,416,544 $7,310,866

November 15, 2036 $62,416,544 $7,310,866

May 15, 2037 $62,416,544 $7,310,866

November 15, 2037 $62,416,544 $7,310,866

May 15, 2038 $62,416,544 $7,310,866

November 15, 2038 $62,416,544 $7,310,866

May 15, 2039 $62,416,544 $7,310,866

November 15, 2039 $62,416,544 $7,310,866

May 15, 2040 $62,416,544 $7,310,866

November 15, 2040 $62,416,544 $7,310,866

May 15, 2041 $62,416,544 $7,310,866

November 15, 2041 $62,416,544 $7,310,866

May 15, 2042 $62,416,544 $7,310,866

November 15, 2042 $62,416,544 $7,310,866

May 15, 2043 $62,416,544 $7,310,866

November 15, 2043 $62,416,544 $7,310,866

May 15, 2044 $62,416,544 $7,310,866

November 15, 2044 $62,416,544 $7,310,866

May 15, 2045 $62,416,544 $7,310,866

November 15, 2045 $62,416,544 $7,310,866

May 15, 2046 $62,416,544 $7,310,866

November 15, 2046 $69,944,911 $6,934,725

May 15, 2047 $69,944,911 $6,934,725

November 15, 2047 $69,944,911 $6,934,725

May 15, 2048 $69,944,911 $6,934,725

November 15, 2048 $69,944,911 $6,934,725

May 15, 2049 $69,944,911 $6,934,725

November 15, 2049 $69,944,911 $6,934,725

May 15, 2050 $69,944,911 $6,934,725

November 15, 2050 $69,944,911 $6,934,725

May 15, 2051 $69,944,911 $6,934,725

November 15, 2051 $69,944,911 $6,934,725

May 15, 2052 $69,944,911 $6,934,725

November 15, 2052 $69,944,911 $6,934,725

May 15, 2053 $69,944,911 $6,934,725

November 15, 2053 $69,944,911 $6,934,725

May 15, 2054 $69,944,911 $6,934,725

November 15, 2054 $69,944,911 $6,934,725

May 15, 2055 $69,944,911 $6,934,725

November 15, 2055 $69,944,911 $6,934,725

May 15, 2056 $69,944,911 $20,608,000

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-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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