UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~September 2822, 2025

TRI-STATE GENERATION AND

TRANSMISSION ASSOCIATION, INC.

(Exact name of Registrant as specified in its charter)

Colorado

333-212006

84-0464189

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1100 W. 116th Avenue

Westminster

Colorado

80234

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (303) 452-6111

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
None	None	None

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 ☐

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. ◻

Item 51.~~02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain~~01 Entry ~~Officers; Compensatory Arrangements of Certain Officers~~into a Material Definitive Agreement.

AsIn ~~previously~~September ~~disclosed~~2021, Tri-State Generation and Transmission Association, Inc. (“Tri-State”) filed with the Federal Energy Regulatory Commission (“FERC”) a modified contract termination payment methodology tariff as Rate Schedule No. 281 that provides a process should a utility member of Tri-State elect to withdraw from membership in ~~our~~Tri-State ~~Current~~and ~~Report~~terminate onits ~~Form~~wholesale 8electric service contract with Tri-K,State. The ~~dated~~tariff ~~June 6~~process includes requirements for a two-year notice and the payment of a contract termination payment to Tri-State. In October 2021, ~~2025~~FERC accepted the modified contract termination payment methodology, onto ~~June~~be effective November 161, ~~2025~~2021, ~~Clifton~~subject ~~Karnei,~~to ~~started~~refund. FERC asset ~~our~~the ~~Interim~~matter ~~Chief~~for ~~Financial~~hearing ~~Officer~~and ~~while~~instituted wea ~~searched~~concurrent ~~for~~Federal aPower ~~Senior~~Act ~~Vice~~section ~~President~~206 proceeding to determine the justness and ~~Chief~~reasonableness ~~Financial~~of ~~Officer~~the modified methodology.

OnA ~~August 28,~~hearing ~~2025,~~on ~~Bryan~~the ~~Davis,~~modified ~~age 44,~~contract ~~accepted~~termination ~~the~~payment ~~position~~methodology ofoccurred ~~Senior~~in ~~Vice~~May ~~President~~2022 ~~and~~before ~~Chief~~an ~~Financial~~administrative ~~Officer~~law tojudge ~~succeed~~at MrFERC. On ~~Karnei effective~~ September 1529, ~~2025. Since 2023~~2022, ~~Mr. Davis has been~~ the ~~Area~~administrative ~~Vice~~law ~~President,~~judge ~~Operating~~issued ~~Company~~an ~~Finance~~initial ~~for~~decision ~~Xcel~~that ~~Energy. Prior~~endorsed tothe ~~this,~~FERC ~~Mr. Davis~~trial ~~served~~staff asmodified ~~Director,~~balance ~~Utility~~sheet ~~Accounting~~approach ~~for~~methodology ~~Xcel~~(“Initial ~~Energy~~Decision”). ~~Mr. Davis~~In ~~has~~October ~~Bachelor~~2022, ofTri-State ~~Science~~ and ~~Master~~other ofparties ~~Accountancy~~filed ~~degrees~~exceptions ~~from~~to ~~Brigham~~the ~~Young~~Initial ~~University and is a Certified Public Accountant~~Decision.

~~Mr.~~On December ~~Karnei~~19, is2023, ~~expected~~FERC toissued ~~remain~~an ~~available~~order ~~for~~on ~~thirty~~the ~~days~~Initial ~~after~~Decision ~~Mr.~~and affirmed in part, reversed in part, modified in part, and clarified the Initial Decision in part (“FERC December ~~Davis’~~19 ~~first~~Order”). Generally, ~~day~~FERC adopted a further modified version of ~~employment~~FERC trial staff’s modified balance sheet approach methodology, referred to ~~assist~~as inthe aAdopted ~~smooth~~BSA. ~~transition~~Tri-State and other parties have filed petitions for review of the FERC December 19 Order, which is fully briefed before the United States Court of Appeals for the Tenth Circuit.

We ~~compensate~~have ~~our~~filed ~~Senior~~multiple ~~Vice~~versions ~~President and Chief Financial Officer and other executive officers through use~~ of arevised ~~total~~Rate ~~rewards~~Schedule ~~package~~281 ~~that~~with ~~includes~~FERC ~~base~~as ~~salary~~directed ~~and~~by ~~benefits.~~FERC's ~~Mr. Davis~~compliance ~~will~~filing ~~receive the same non-qualified executive deferred compensation~~orders, ~~401(k)~~including ~~plan,~~Rate ~~health~~Schedule ~~and~~281 ~~welfare~~that ~~benefit~~we ~~plans~~filed ~~and~~in ~~sick time as all other executive officers hired on or after~~ May 1, ~~2021.~~2025 ~~In addition to these benefits, Mr. Davis, as an executive officer, will receive a company vehicle for both business~~ and ~~personal~~accepted ~~use~~by ~~and~~FERC ~~will~~in ~~accrue~~August ~~vacation~~2025 at(“August ~~the~~2025 ~~rate~~Version ofRate ~~six weeks per year. Mr.~~Schedule ~~Davis will be provided 80 hours of vacation when he starts~~281”). ~~Mr. Davis’s base salary will be $625,000 per year and he will receive a one-time sign-on bonus of $50,000.~~

~~There~~On ~~are~~March no25, ~~arrangements~~2024, orLa ~~understandings~~Plata ~~between~~Electric ~~Mr. Davis and any other persons~~Association, ~~pursuant~~Inc. to(“LPEA”) ~~which~~provided heTri-State ~~was~~a ~~appointed~~non-conditional astwo-year ~~the~~notice ~~chief~~of ~~financial~~intent ~~officer.~~to ~~There~~withdraw ~~are~~from nomembership ~~current~~in orTri-State, ~~proposed~~with ~~transactions~~an ~~between us and Mr.~~April ~~Davis~~1, or2026, ~~his~~withdrawal ~~immediate~~effective ~~family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC~~date.

On ~~August 28~~September 22, 2025, weTri-State ~~received~~and ~~notification~~LPEA ~~from~~entered ~~our~~into ~~member,~~a ~~Panhandle~~Membership ~~Rural~~Withdrawal ~~Electric~~Agreement ~~Membership~~(“Withdrawal ~~Association,~~Agreement”) that ~~Phillip~~Tri-State ~~Zochol,~~will file with FERC. The Withdrawal Agreement describes the ~~director~~practical ~~representing~~action ~~them~~items onand ~~our~~related ~~Board~~rights and obligations of ~~Directors,~~the ~~was~~parties ~~resigning~~involved with effectuating the withdrawal of LPEA from ~~his~~Tri-State’s ~~position~~membership. The Withdrawal Agreement provides for the following to occur effective as of the withdrawal date of April 1, 2026: (a) ~~director~~LPEA onwill ~~our~~withdraw ~~Board~~from ofits ~~Directors.~~membership Toin ~~our~~Tri-State, ~~knowledge~~(b) certain specified contracts between Tri‑State and LPEA, ~~this~~including isthe ~~not~~Wholesale ~~due~~Electric Service Contract, dated July 1, 2007, will terminate, and (c) Tri‑State will retire and LPEA will relinquish its rights to any ~~disagreement~~patronage ~~that~~capital ~~Mr. Zochol~~retirement ~~has~~or ~~with~~allocation usarising from its membership in Tri-State or Tri-State’s furnishing of wholesale electric service to LPEA.

~~Item~~Under 7the Withdrawal Agreement, LPEA is required to pay Tri-State prior to the April 1, 2026 withdrawal date the amount calculated pursuant to the FERC-accepted and effective version of Rate Schedule No.~~01 Regulation~~ 281 FDas ~~Disclosure~~of thirty days prior to April 1, 2026 (“Final Payment Amount”). The Withdrawal Agreement specifies an estimated Final Payment Amount of $160,303,099.79 that was calculated in accordance with the August 2025 Version Rate Schedule 281. The Final Payment Amount specified in the Withdrawal Agreement is estimated because the patronage capital credit and regulatory liabilities credit that are part of the inputs in the Final Payment Amount are estimates. Thirty days prior to April 1, 2026, Tri-State will provide LPEA a finalized amount reflecting adjustments for patronage capital credit and regulatory liabilities credit or as otherwise directed by FERC.

OnThe ~~September 2,~~Withdrawal ~~2025,~~Agreement wealso ~~issued~~provides for a ~~press~~Final ~~statement~~Payment ~~announcing~~Amount ~~Bryan~~true-up ~~Davis~~to asoccur ~~our~~in ~~next~~the ~~Senior~~event ~~Vice~~Rate ~~President~~Schedule No. 281 and ~~Chief~~amount ~~Financial~~paid ~~Officer. A~~are ~~copy~~modified ofpursuant ~~the~~to ~~press~~a ~~statement~~subsequent isfinal ~~attached~~and tonon-appealable ~~this~~FERC ~~report as Exhibit 99~~order.1.

The ~~information~~Withdrawal ~~contained~~Agreement inprovides ~~this~~that ~~Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~withdrawal ~~Exchange Act~~ of ~~1934,~~ asLPEA ~~amended,~~is ~~or otherwise~~ subject to ~~the~~LPEA’s ~~liabilities~~payment of ~~that~~the ~~section~~Final Payment Amount. In addition, the ~~information~~Withdrawal ~~contained~~Agreement inincludes ~~this~~default ~~Item 7.01~~provisions, ~~and~~including ~~Exhibit 99.1~~Tri-State ~~shall~~termination ~~not~~rights beof ~~incorporated~~the byWithdrawal ~~reference~~Agreement ~~into~~for ~~any~~non-payment ofby ~~our~~LPEA ~~filings~~of ~~with~~ the ~~Securities~~Final ~~and~~Payment ~~Exchange~~Amount ~~Commission~~and ortermination ~~any~~rights ~~other~~of ~~document~~either ~~except~~party asfor ~~shall~~a bematerial ~~expressly~~default. The ~~set~~Withdrawal ~~forth~~Agreement bybecomes ~~specific~~effective ~~reference~~upon inthe ~~such~~date ~~filing~~specified orby ~~document~~FERC.

A copy of the Withdrawal Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

Reference is made to the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “project,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, FERC’s acceptance of the terms contained in the Withdrawal Agreement, the Final Payment Amount, and if LPEA will withdraw. These statements are based on various assumptions, whether or not identified in this Current Report on or the exhibits hereto, and on the current expectations of management and are not predictions of actual events.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
	99.1	Press Statement dated September 2, 2025
	10.1	Membership Withdrawal Agreement, between Tri-State Generation and Transmission Association, Inc. and La Plata Electric Association, Inc., dated September 22, 2025

SIGNATURE

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 thereunto duly authorized.

	TRI-STATE GENERATION AND TRANSMISSIONASSOCIATION, INC.
Date: September 2, 2025	By:	/s/ Duane Highley
Date: September 23, 2025	By:	/s/ Bryan R. Davis
		Duane Highley
		Bryan R. Davis
		Chief Executive Officer
		Senior Vice President/Chief Financial Officer

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