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Ex. 99.5

GUERNSEY POWER HOLDINGS, LLC AND SUBSIDIARY

Interim Financial Statements

For the Three and Six Months Ended June 30, 2025

(Unaudited)

Index


For the Three and Six Months Ended June 30, 2025


INDEPENDENT AUDITORS' REPORT

CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2025			F-2

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025			F-3

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025			F-4

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2025			F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS			F-6 to F-21

[KPMG LOGO]

KPMG LLP

Suite 4000

1735 Market Street

Philadelphia, PA 19103-7501

Independent Auditors’ Report

The Member

Guernsey Power Holdings, LLC and Subsidiary:

Results of Review of Condensed Consolidated Interim Financial Information

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

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

Basis for Review Results

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

Responsibilities of Management for the Condensed Consolidated Interim Financial Information

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

Report on Condensed Consolidated Balance Sheet as of December 31, 2024

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


/s/ KMPG LLP
Philadelphia, Pennsylvania
September 15, 2025

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands)


			June 30, 2025			December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	1,662		$	1,711
Restricted cash			21,696			10,936
Current portion of derivative assets			20,905			20,017
Accounts receivable			30,366			18,483
Prepaid expenses and other current assets			1,724			6,064
Total current assets			76,353			57,211

Long term portion of derivative assets			14,751			29,629
Property, plant & equipment			1,356,231			1,380,923
Land			23,474			23,474
Other assets			21,888			20,944
Total assets	$	1,492,697		$	1,512,181

Liabilities and Members’ Capital
Current liabilities
Accounts payable and accrued expenses	$	31,078		$	24,527
Due to related party			134			100
Current portion of project loan and subordinated loan			55,514			54,798
Current portion of derivative liabilities			30,459			14,221
Total current liabilities			117,185			93,646

Other liabilities			5,000			10,000
Derivative liabilities			5,895			10,666
Project loan			749,519			775,512
Total liabilities			877,599			889,824

Members’ capital			615,098			622,357
Total member's Capital			615,098			622,357
Total liabilities and members’ capital	$	1,492,697		$	1,512,181

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Condensed Consolidated Statement of Statements of Operations

(Unaudited)

(in thousands)


			Three Months Ended June 30, 2025			Six Months Ended June 30, 2025
Revenue:
Electricity sales	$	115,161		$	246,762
Total revenue			115,161			246,762

Operating expenses:
Fuel expenses			57,509			152,505
Plant operating expenses			7,523			14,376
General and administrative expense			1,532			2,623
Depreciation expense			12,167			24,336
Total operating expenses			78,731			193,840

Operating income			36,430			52,922

Other expenses:
Interest expense			18,929			40,628
Deferred financing cost amortization expense			1,200			2,401
Total other expenses			20,129			43,029

Net income	$	16,301		$	9,893

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Condensed Consolidated Statement of Changes in Member’s Capital

(Unaudited)

(in thousands)


			Total Member's Capital
Member’s capital at December 31, 2024	$	622,357
Net income			9,893
Equity distributions			(17,152)
Member’s capital at June 30, 2025	$	615,098

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Condensed Consolidated Statement of Cash Flows

(Unaudited)

(in thousands)


			Six Months Ended June 30, 2025
Cash flows from operating activities:
Net income	$	9,893
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense			24,336
Deferred financing cost amortization expense			2,401
Unrealized loss on power swaps			6,017
Unrealized loss on gas swaps			2,173
Unrealized loss on interest rate swaps			17,267
Change in operating assets and liabilities:
Accounts receivable			(11,883)
Prepaid and other assets			(1,604)
Accounts payable and accrued liabilities			6,550
Amounts due to related parties			34
Net cash provided by operating activities			55,184

Cash flows from investing activities:
Capital expenditures			356
Net cash provided by investing activities			356

Cash flows from financing activities:
Proceeds/repayment of project debt, net			(27,677)
Distributions to partners			(17,152)
Net cash used in financing activities			(44,829)

Net change in cash and cash equivalents			10,711
Cash, restricted cash and cash equivalents at beginning of year			12,647
Cash, restricted cash and cash equivalents at end of year	$	23,358

Supplemental cash flow information:
Cash paid for interest	$	23,252

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1)Organization and Operation of the Company

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

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

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

On August 29, 2019, the Company along with its owners entered into an Equity Contribution Agreement and Guarantee (ECCA) that established guarantees to provide additional funding for the project to reach completion. These contributions which ended on March 30, 2023, along with the Project Debt (note 5) were used to fund the construction of the Facility.

(2)Summary of Significant Accounting Policies

(a)Basis of Accounting and Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and reflects all adjustments, which the Company believes are necessary to fairly present the financial position, results of operations, and cash flows of the Company for the three and six months ended June 30, 2025.

(b)Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

(c)Accounts Receivable and Revenue Recognition

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

F-6

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

In the normal course of business, the Company has future performance obligations for capacity sales awarded through market-based capacity auctions and (or) for capacity sales under bilateral contractual arrangements.

The PJM Base Residual Auction (BRA) for the 2025/2026 PJM Capacity Year was held in July 2024. The Company cleared a total of 1,395 MW at a clearing price of $269.92 per MW-day for the PJM RTO locational delivery areas.

As of June 30, 2025, the expected future period capacity revenues subject to unsatisfied or partially unsatisfied performance obligations were:


			2025			2026
Expected capacity revenues	$	57,987		$	47,272

The PJM BRA for delivery year 2026/2027 was held in July 2025. The Company cleared a total of 1,323 MW at a clearing price of $329.17 per MW-day.

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

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


			Three Month Ended June 30, 2025			Six Months Ended June 30, 2025
Contracts earned under 606:
Capacity	$	12,650		$	16,771
Energy			86,940			235,217
Ancillary sales			572			1,898

Contracts earned under 815:
Realized gain (loss) on derivative instruments			1,573			(1,107)
Unrealized gain (loss) on derivative instruments			13,426			(6,017)
	$	115,161		$	246,762

F-7

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(d)Project Development Costs

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

(e)Cash and Cash Equivalents

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

(f)Restricted Cash

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

All funds are held in highly rated money market accounts, and the carrying value approximates fair value as of June 30, 2025.

(g)Income Taxes

The Company and the Project Company are each disregarded entities for tax purposes. Accordingly, any effect of income taxes is recognized at their indirect parent.

(h)Use of Estimates

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

(i)Leases

The Company accounts for leases in accordance with Topic 842. The Company reviews its arrangements at contract inception to determine if it is or contains a lease. As of June 30, 2025 and December 31, 2024 the Company has not entered into any material leases.

(j)Asset Retirement Obligations

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

F-8

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(k)Impairment of Long-Lived Assets

Long-lived assets, such as property, plant, and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds fair value of the asset. Assets to be disposed of would be separately presented in the balance sheets and reported at the lower of the carrying amount or fair value less costs to sell and are no longer depreciated. The assets and liabilities of a disposed group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the balance sheets.

(l)Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash and cash equivalents, restricted cash, accounts payable, and other liabilities approximate their respective fair values due to their short-term maturities. The fair value of the Company’s long-term debt is estimated based on quoted market prices for the same or similar issues and the current rates offered to the Company for debt with the same remaining maturities. The carrying value of the Company’s debt approximates fair market value due to the variable nature of the interest rate.

(m)Deferred Financing Costs

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


			June 30, 2025			December 31, 2024
Gross carrying amount	$	22,378		$	32,120
Accumulated amortization			(11,149)			(18,491)
Balance at end of period	$	11,229		$	13,629

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

(n)Derivative and Hedging Activities

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

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

F-9

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(o)Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable, which are concentrated within the energy industry and derivative financial instruments with large creditworthy financial institutions. These industry concentrations may impact the Company’s overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions. Receivables and other contractual arrangements are subject to collateral requirements under the terms of enabling agreements. However, the Company believes that the credit risk posed by industry concentration is offset by the diversification and creditworthiness of its customer base. As of June 30, 2025, substantially all the Company’s revenue and accounts receivable is with one counterparty.

(p)Property, Plant, and Equipment, Net

The Company’s property, plant, and equipment are stated at cost net of accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful life of the related assets.

The following table provides the depreciable lives used for each asset class:


Balance of plant						30 years
Buildings and other assets						5-25 years

(q)Materials and Supplies

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

(r)Interest Expense

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

(3)Property, Plant, and Equipment, Net

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


			June 30, 2025			December 31, 2024
Plant and equipment in service	$	1,460,689		$	1,462,045
Work in process			999			-
Total			1,461,688			1,462,045
Less: accumulated depreciation			(105,457)			(81,122)
Total property, plant, and equipment, net	$	1,356,231		$	1,380,923

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

F-10

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(4)Fair Value Measurements

ASC Topic 820, Fair Value Measurement, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 are summarized below under the three-level hierarchy established by ASC Topic 820, which defines the levels within the hierarchy as follows:

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

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

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

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


			June 30, 2025
			Level 1			Level 2			Level 3			Total
Derivative assets:
Revenue put	$	-		$		-	$		2,345	$		2,345
Power swap			-			-			1,434			1,434
Gas swap			-			27			-			27
Interest rate swap			-			31,850			-			31,850
Total assets measured at fair value	$	-		$		31,877	$		3,779	$		35,656

Derivative liabilities:
Power swap	$	-		$	-		$	34,154		$	34,154
Gas swap						2,200			-			2,200
Total liabilities measured at fair value	$		-	$		2,200	$		34,154	$		36,354

F-11

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)


			December 31, 2024
			Level 1			Level 2			Level 3			Total
Derivative assets:
Revenue put	$	-		$		-	$		488	$		488
Power swap			-			-			40			40
Interest rate swap			-			49,118			-			49,118
Total assets measured at fair value	$	-		$		49,118	$		528	$		49,646

Derivative liabilities:
Power swap	$	-		$	-		$	24,887		$	24,887
Total liabilities measured at fair value	$		-	$		-	$		24,887	$		24,887

The valuation techniques used to measure the fair value of the Level 2 Interest Rate Swaps above in which the counterparties have high credit ratings were derived using the income approach from discounted cash flow pricing models, with all significant inputs derived from or corroborated by observable market data. The Company’s discounted cash flow techniques use observable market inputs, such as LIBOR-based yield curves in the past and SOFR-based yield curves going forward.

The gas swaps referenced above have been designated as Level 2 derivative financial instruments. The valuation of these instruments is based on the income approach using discounted cash flow pricing models that incorporate observable market inputs such as forward natural gas prices, basis differentials, and broker quotations for similar contracts in active markets. These inputs are corroborated by market data, and the counterparties to the gas swaps have high credit ratings.

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

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

(a)Additional Information Regarding Level 3 Measurements

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

F-12

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Range of Significant Unobservable Inputs

Level 3 Financial Instruments

Significant Unobservable Inputs by Valuation Technique

June 30, 2025

December 31, 2024

Revenue Put

Power Price

$49.18/MWh

$45.71/MWh

Gas Price

$3.085/MMBTU

$2.978/MMBTU

Power Volatility

45%

Gas Volatility

25%

28%

Power Swap

Power Price

$42.879/MWh to $269.92/MWh

$42.318/MWh to $269.92/MWh

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


			2025
Balance at beginning of period, net	$	488
Unrealized gain on revenue put			1,857
Balance at end of period, net	$	2,345

The following table presents the activity for the Power Swaps for the period ended June 30, 2025:


			2025
Balance at beginning of period, net	$	(24,847)
Unrealized loss on power swaps			(7,873)
Balance at end of period, net	$	(32,720)

(b)Valuation Techniques

The fair value measurement accounting guidance describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach, (2) income approach, and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on current market expectations of the return on those future amounts.

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

F-13

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

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

(5)Long-Term Debt

The Company’s long-term debt is nonrecourse to the Member, which includes the following terms:


		June 30, 2025	Maturity Date	Interest Rate	Payments		Fair Market Value as of June 30, 2025
Term loan facility	$	816,262	October 31, 2027	Various	Quarterly (Mar 31, Jun 30, Sept 30, Dec 31)	$	816,463
Total outstanding balance		816,262				$	816,463
Less: deferred financing costs (net)		(11,229)
Less: current portion of project loan		(55,514)
Total project loan	$	749,519


		December 31, 2024	Maturity Date	Interest Rate	Payments		Fair Market Value as of December 31, 2024
Term loan facility	$	843,939	October 31, 2027	Various	Quarterly (Mar 31, Jun 30, Sept 30, Dec 31)	$	843,939
Total outstanding balance		843,939				$	843,939
Less: deferred financing costs (net)		(13,629)
Less: current portion of project loan		(54,798)
Total project loan	$	775,512

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

On May 5, 2023, the Project Debt was converted from a construction loan to a term loan. At such time all terms and requirements under the term loan became effective. On June 4, 2023, the Company amended the Project Debt documents to reference SOFR and remove LIBOR.

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

F-14

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

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


2025 (remaining six months)	$	27,120
2026			50,896
2027			738,246
2028			-
2029			-
Thereafter			-
Total	$	816,262

(6)Derivative Instruments and Hedging Activities

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

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

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

F-15

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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



			Three Months Ended June 30, 2025
			Gas Derivatives (Level 2)			Interest Rate Derivatives (Level 2)			Power Derivatives (Level 3)			Revenue Put (Level 3)			Total Derivatives
Realized and unrealized gains (losses):
Settlements	$	-		$	5,482		$	1,573		$	-		$	7,055
Fair value adjustments			(2,064)			(7,065)			11,452			1,974			4,297
Total gains (losses)	$	(2,064)		$	(1,583)		$	13,025		$	1,974		$	11,352

Statement of operations recognition:
Revenue	$	-		$	-		$	13,025		$	1,974		$	14,999
Fuel expense			(2,064)			-			-			-			(2,064)
Interest expense			-			(1,583)			-			-			(1,583)
Total gains (losses)	$	(2,064)		$	(1,583)		$	13,025		$	1,974		$	11,352


			Six Months Ended June 30, 2025
			Gas Derivatives (Level 2)			Interest Rate Derivatives (Level 2)			Power Derivatives (Level 3)			Revenue Put (Level 3)			Total Derivatives
Realized and unrealized gains (losses):
Settlements	$	(1,041)		$	11,055		$	(1,107)		$			$	8,907
Fair value adjustments			(2,173)			(17,267)			(7,873)			1,856			(25,457)
Total gains (losses)	$	(3,214)		$	(6,212)		$	(8,980)		$	1,856		$	(16,550)

Statement of operations recognition:
Revenue	$	-		$	-		$	(8,980)		$	1,856		$	(7,124)
Fuel expense			(3,214)			-			-			-			(3,214)
Interest expense			-			(6,212)			-			-			(6,212)
Total gains (losses)	$	(3,214)		$	(6,212)		$	(8,980)		$	1,856		$	(16,550)

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

(a)Interest Rate Swaps

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

F-16

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)


	Period 6/30/2021-9/29/2023		Period 9/29/2023 - term
Institution:
Credit Agricole	1.441	%	1.226	%
Societe Generale	1.441	%	1.211	%
Nomura	1.441	%	1.218	%
Investec	1.441	%	1.228	%

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


			June 30, 2025			December 31, 2024
Balance sheet location:
Derivatives not designated as hedging instruments:
Current assets	$	20,905		$	20,017
Noncurrent assets			14,751			29,629
Current liabilities			(30,459)			(14,221)
Noncurrent liabilities			(5,895)			(10,666)
Total derivatives not designated as hedging instruments			(698)			24,759
Total derivatives	$	(698)		$	24,759

(b)Commodity Derivatives

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

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

F-17

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(7)Related Party Transactions

(a)Administrative Management Agreement (AMA)

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

(b)Amounts Due From and Due To Related Parties

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


			June 30, 2025	December 31, 2024
Caithness Services, LLC	$	5		5
Caithness Energy, LLC			129	95
	$	134		100

(8)Commitment and Contingencies

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


			June 30, 2025					December 31, 2024
Fee Description			LOC Amount	Fee Percentage				LOC Amount	Fee Percentage
Capacity Hedges LOC	$	18,608		3.25	%	$	18,608		3.25	%
Rex Gas Transportation LOC			3,075	3.25	%			3,075	3.25	%
DSR LOC			51,000	3.25	%			57,000	3.25	%

The table below summarizes the Company’s commitment fee as of June 30, 2025 and December 31, 2024:


	June 30, 2025				December 31, 2024
Fee Description	Committed Amount		Fee Percentage		Committed Amount		Fee Percentage
Working capital facility commitment fee	$	52,318	0.6250	%	$	46,318	0.6250	%

The Company also pays a .125% fronting fee associated with the LOCs. For the three and six months ended June 30, 2025, the LOCs and commitment fees were $0.7 million and $1.4 million which was included in interest expense on the statements of operations.

F-18

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(a)Operation and Maintenance Agreement (OMA)

On May 13, 2019, the Company entered into an OMA with Ethos Energy Power Plant Services, LLC (EEP), which provides for the operation and maintenance of the Facility. Prior to COD, EEP performed all the necessary services to bring the Facility to commercial operations (the Mobilization Phase), including recruiting and staffing, budgeting, developing and administering necessary operations programs, and all other services needed to assist the Company with accepting the Facility from the EPC contractor. Subsequent to the Mobilization Phase is the Operational Phase, where EEP provided appropriate staffing and performs the day-to-day operations, routine testing, maintenance, repair of the Facility, and other services required for electrical energy production. EEP will procure all goods, services, accessories, consumables, parts and equipment, as needed to perform their duties as operator and will receive payment for all payroll costs for on-site staffing as well as an annual fee to cover all costs to perform their duties as operator. The OMA is due to expire on the earlier of (i) 5 years after the Operational Phase, subject to extension upon mutual agreement of the Company and EEP and (ii) termination of the agreement by the Company or EEP. The terms of the OMA permit the Company to terminate the agreement at any time during the Operational Phase without cause upon giving 60 days’ written notice to EEP.

Contract pricing under the terms of the OMA are as follows:

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

•Operational Phase: $0.3 million annual fee paid in 12 monthly installments, plus reimbursement of payroll costs and other operating expenses.

The OMA also provides for an annual performance adjustment, which if positive, will consist of a payment by the Company to EEP or if negative, will consist of a payment from EEP to the Company. The terms of the performance adjustment are as follows:

•Annual base amount of $0.2 million, escalated.

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

For the three and six months ended June 30, 2025, the fees expensed were $1.2 million and $2.3 million, respectively.

(b)Contract Service Agreement (CSA)

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

F-19

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The contract includes $20,000 plus escalation paid over four annual payment dates, for the delivery of the initial spare parts. The first payment for the initial spare parts is due when the initial spare parts are received. The initial spare parts were received during 2024 and on October 31, 2024, at which time the first payment of $5.9 million was made. The spare parts associated with the CSA are recorded in other long-term assets on the accompanying balance sheets. The next contract payment of $5.0 million, is included in accrued liabilities and the remaining two payments are included in other long-term liabilities on the accompanying balance sheets.

In addition, there will be a monthly fixed fee of $25 thousand and variable fees of $500 per gas turbine fired hour with an annual 2.5% escalation on both fees.

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

On October 9, 2018 the Company entered into the GSA with Equinor Natural Gas, LLC (ENG), which was amended on June 2, 2019, July 8, 2019, July 26, 2019, and July 14, 2022 for the firm supply of up to 160,000 dekatherm (dth)/day of natural gas for a period covering 10 years from the in service date. ENG will have the option to decrease volumes beginning in year 6.

PJM Price for a particular Deemed Power Day (PJM Price) will be the average Day Ahead power price for the Gas Day weighted by hourly gas consumption. The Company must take full contract gas volumes every day. If all or a portion of the plant is in an Excused Outage, then the Company is excused from taking the amount of gas it cannot burn due to the Excused Outage.

On August 22, 2019 the Company entered into a GSA with Shell Energy North America (US), L.P. (SENA) for the firm supply of up to 80,000 dth/day of natural gas for a period of 5 years from the in-service date. The Company must take full contract gas volumes every day but may reduce the volume during an Excused Outage. SENA will also schedule and balance gas supply under the Company’s GTAs. The Company has determined that the price of gas in these contracts is a market price for gas in the location received. The Company has concluded that these long-term gas supply contracts are not derivatives as the price at which they purchase gas is the market price of gas at that location. If this was not a market price and these were derivatives the Company would apply the normal purchase normal sales exclusion as they are using the gas in their operations and do not anticipate any net settlements of gas.

On August 22, 2019, the Company entered into a Fuel Management Services Agreement (FMA) with Shell Energy North America (US), L.P. (SENA) for fuel management and consulting services for a period of 5 years from the in service date. Under the FMA, the Company will pay SENA $5 per dth for managing third-party supplied gas or approximately $24 thousand per month.

On June 20, 2019, the Company entered into a Gas Transportation Agreement with Rockies Express Pipeline LLC (REX) for firm gas transportation for a period of 20 years from the in service date. REX will transport gas from the pipeline receipt points in the Clarington production area to a delivery point at Aspire’s metering station at the plant. Under the REX GTA, the Company will pay REX an annual demand charge of $11.4 million plus variable charges for gas actually transported for the Company.

On December 21, 2017, the Company entered into a Firm Transportation Service Agreement with Aspire Energy Express, LLC (Aspire) for firm gas transportation for a period of 10 years from the in service date. Aspire built and will own and operate a metering station to receive gas from REX at the plant site and deliver it to the Company. Under the Aspire GTA, the Company will pay Aspire an annual demand charge of $1.5 million.

F-20

GUERNSEY POWER HOLDINGS, LLC

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

(Unaudited)

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

On August 9, 2019, the Company executed the Switchyard EPC with EPC Services Company, LLC for the design, engineering, procurement, and construction of a 765 kV switching station and generator tie line. The facility will use this switching station to interconnect with the American Electric Power (AEP) transmission system along the Kammer and Vassel 765 kV line. Full notice to proceed was issued under the Switchyard EPC on August 29, 2019. The Switchyard EPC contract cost was $44.7 million, subject to change orders and was subject to payment by the Company with customary terms and conditions. On January 20, 2023, the Company transferred ownership of the Switchyard EPC to AEP for no consideration. The Company will continue to carry and depreciate these capitalized costs. This will have no effect on the Company’s current or future financial statements.

(9)Subsequent Events

Subsequent events have been evaluated and disclosed as required through the report issuance date of September 15, 2025.

On July 17, 2025, Talen Energy entered into an agreement to acquire the Moxie Freedom Energy Center in Salem Township, Pennsylvania, and the Guernsey Power Station in Ohio from Caithness Energy for approximately $3.5 billion. The acquisitions are expected to close in the fourth quarter of 2025, subject to customary regulatory approvals and closing conditions. No adjustments have been made to the consolidated financial statements as of June 30, 2025 related to these transactions.

F-21