Statistiche di base
| LEI | 5E2UPK5SW04M13XY7I38 |
| CIK | 1013871 |
SEC Filings
SEC Filings (Chronological Order)
| May 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report NRG Energy, Inc. |
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| May 29, 2026 |
NRG Energy, Inc. – Conflict Minerals Report for the Year Ended December 31, 2025 Exhibit 1.01 NRG Energy, Inc. – Conflict Minerals Report for the Year Ended December 31, 2025 Introduction This report for the year ended December 31, 2025, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to con |
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| May 21, 2026 |
Exhibit 99.1 PRESS RELEASE NRG Energy Announces Appointment of New Independent Director Energy Industry Leader Brings Expertise Across Power, Gas, and Integrated Energy Solutions to the NRG Board of Directors HOUSTON—May 21, 2026—NRG Energy, Inc. (NYSE: NRG) today announced that Glenn Wright has been appointed to its Board of Directors, effective May 26, 2026. “Glenn has experience across power ma |
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| May 21, 2026 |
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): May 21, 2026 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41-1724 |
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| May 6, 2026 |
NRG Energy Reports First Quarter 2026 Results and Reaffirms 2026 Financial Guidance Exhibit 99.1 NRG Energy Reports First Quarter 2026 Results and Reaffirms 2026 Financial Guidance •Reaffirming 2026 guidance ranges and capital allocation •Delivered exceptional fleet reliability performance through Winter Storm Fern; 94% ERCOT fleet in-the-money availability •Commercial operations at 415 MW T.H. Wharton facility expected by the end of May 2026; all three Texas Energy Fund projects |
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| May 6, 2026 |
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 May 6, 2026 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) (Commis |
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| May 6, 2026 |
LIST OF GUARANTOR SUBSIDIARIES EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES As of March 31, 2026, the following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Aev Projects LLC Texas Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas APX Group LLC Delaware Astoria Gas Turb |
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| May 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended: March 31, 2026 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15891 NRG Energy, Inc. (Exact name of registrant as specified |
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| May 1, 2026 |
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): April 30, 2026 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41-17 |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2026 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41 |
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| April 30, 2026 |
TRANSITION AND RETIREMENT AGREEMENT NRG Energy, Inc. Lawrence Coben Exhibit 10.2 TRANSITION AND RETIREMENT AGREEMENT Between NRG Energy, Inc. and Lawrence Coben THIS AGREEMENT is made as of April 30, 2026 (the “Effective Date”), between NRG Energy, Inc. (the “Company”), and Lawrence Coben (“Executive”). WHEREAS, Executive currently serves as the Chief Executive Officer (“CEO”) of the Company and the Chair of the Board of Directors (the “Board”) of the Company; WHE |
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| April 30, 2026 |
EMPLOYMENT AGREEMENT NRG Energy, Inc. Robert Gaudette Exhibit 10.1 EMPLOYMENT AGREEMENT Between NRG Energy, Inc. and Robert Gaudette THIS AGREEMENT is made as of April 30, 2026 (the “Agreement Date”), between NRG Energy, Inc. (the “Company”), and Robert Gaudette (“Executive”). WHEREAS, the Executive currently serves as the Executive Vice President, NRG Business and Wholesale Operations and President of the Company; and WHEREAS, the Company wishes to |
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| April 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NRG Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 41-1724239 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1301 McKinney Street Houston, Texas 77010 (713) 537-3000 (Address, incl |
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| April 30, 2026 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 NRG ENERGY, INC. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.01 per share Other 5,000,000 $ 151.66 $ 758,300,000.00 0.0001381 $ 104,721.23 Total Offer |
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| April 30, 2026 |
NRG ENERGY, INC. 2026 LONG-TERM INCENTIVE PLAN Exhibit 10.1 NRG ENERGY, INC. 2026 LONG-TERM INCENTIVE PLAN 1. Purpose. This plan shall be known as the NRG Energy, Inc. 2026 Long-Term Incentive Plan (the “Plan”). The purpose of the Plan shall be to promote the long- term growth and profitability of NRG Energy, Inc., a Delaware corporation (the “Company”), and its Subsidiaries by (i) providing certain directors, officers and employees of, and ce |
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| April 28, 2026 |
NRG Energy, Inc. Announces Early Results of Cash Tender Offer and Consent Solicitation Exhibit 99.1 NRG Energy, Inc. Announces Early Results of Cash Tender Offer and Consent Solicitation Houston— April 28, 2026 — NRG Energy, Inc. (NYSE:NRG) announced today the early results of the previously announced offer to purchase for cash (the “Tender Offer”) for any and all of the outstanding 7.250% senior secured notes due 2032 (the “Notes”) issued by Lightning Power, LLC (“Lightning”), a wh |
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| April 28, 2026 |
Exhibit 4.5 Execution Version NRG ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2034 6.125% SENIOR NOTES DUE 2036 THIRD SUPPLEMENTAL INDENTURE Dated as of April 28, 2026 Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 22 Section 1.03 [R |
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| April 28, 2026 |
Exhibit 4.2 Execution Version NRG ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 4.955% SENIOR SECURED FIRST LIEN NOTES DUE 2031 THIRD SUPPLEMENTAL INDENTURE Dated as of April 28, 2026 Deutsche Bank Trust Company Americas Trustee Table of Contents Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 25 Section 1.03 [Reserved]. |
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| April 28, 2026 |
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 April 28, 2026 Date of Report (Date Earliest Event Reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-15891 (Commission File N |
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| April 28, 2026 |
SIXTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 Execution Version SIXTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT SIXTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2026, among NRG Energy, Inc., a Delaware corporation (the “Parent Borrower”), APX Group LLC, a Delaware limited liability company (“APX” and, together with the Parent Borrower, the “Borrowers” and each, individ |
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| April 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi |
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| April 14, 2026 |
NRG Energy, Inc. Announces Offerings of Senior Secured Notes and Senior Unsecured Notes Exhibit 99.1 NRG Energy, Inc. Announces Offerings of Senior Secured Notes and Senior Unsecured Notes HOUSTON – April 14, 2026 – NRG Energy, Inc. (NYSE:NRG) announced today the commencement of concurrent offerings of (1) senior secured first lien notes due 2031 (the “Secured Notes” and such offering, the “Secured Notes Offering”) and (2) senior unsecured notes (the “Unsecured Notes Offering” and, t |
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| April 14, 2026 |
Common Stock, par value $0.01 NRG NYSE Texas [Member] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 14, 2026 NRG ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of inc |
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| April 14, 2026 |
NRG Energy, Inc. Announces Pricing of Senior Secured Notes and Senior Unsecured Notes Exhibit 99.2 NRG Energy, Inc. Announces Pricing of Senior Secured Notes and Senior Unsecured Notes HOUSTON – April 14, 2026 – NRG Energy, Inc. (NYSE:NRG) has priced its previously announced concurrent offerings of (1) $500 million aggregate principal amount of 4.955% senior secured first lien notes due 2031 (the “Secured Notes” and such offering, the “Secured Notes Offering”) and (2) senior unsecu |
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| April 14, 2026 |
Exhibit 99.3 NRG Energy, Inc. Announces Cash Tender Offer and Consent Solicitation for any and all of Lightning Power, LLC’s outstanding 7.250% Senior Secured Notes due 2032 Houston, TX – April 14, 2026 – NRG Energy, Inc. (NYSE:NRG) announced today that its wholly-owned subsidiary, Lightning Power, LLC (“Lightning”), has commenced an offer to purchase for cash (the “Tender Offer”) any and all of L |
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| April 7, 2026 |
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): April 2, 2026 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41-172 |
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| March 18, 2026 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R |
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| March 18, 2026 |
FORM 10-KStockholder information STOCK TRANSFER AGENT AND REGISTRAR Shareholder correspondence should be mailed to: Computershare P. |
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| March 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini |
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| March 4, 2026 |
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 February 27, 2026 Date of Report (Date Earliest Event Reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-15891 (Commission Fil |
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| March 4, 2026 |
NRG Energy Announces Pricing of Upsized Secondary Common Stock Offering Exhibit 99.2 NRG Energy Announces Pricing of Upsized Secondary Common Stock Offering HOUSTON—March 2, 2026—NRG Energy, Inc. (NYSE: NRG) announced today the pricing of an underwritten public offering of 14,300,000 shares of its common stock (the “Secondary Offering”) held by certain affiliates of LS Power (the “Selling Stockholders”) at a price of $164.00 per share, for total gross proceeds to the |
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| March 4, 2026 |
14,300,000 Shares of Common Stock NRG ENERGY, INC. Common Stock UNDERWRITING AGREEMENT Exhibit 1.1 Execution Version 14,300,000 Shares of Common Stock NRG ENERGY, INC. Common Stock UNDERWRITING AGREEMENT March 2, 2026 BARCLAYS CAPITAL INC. Citigroup Global Markets Inc. As Representatives of the Several Underwriters, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentleme |
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| March 4, 2026 |
NRG Energy Announces Launch of Secondary Common Stock Offering Exhibit 99.1 NRG Energy Announces Launch of Secondary Common Stock Offering HOUSTON—March 2, 2026—NRG Energy, Inc. (NYSE: NRG) announced today the launch of an underwritten public offering of 12,300,000 shares of its common stock held by certain affiliates of LS Power (the “Selling Stockholders”), subject to market and other conditions (the “Secondary Offering”). These shares are part of the consi |
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| March 3, 2026 |
14,300,000 Shares NRG Energy, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration File No. 333-293137 PROSPECTUS SUPPLEMENT (To prospectus dated February 2, 2026) 14,300,000 Shares NRG Energy, Inc. Common Stock This prospectus supplement relates to the sale by the selling stockholders named herein (the “Selling Stockholders”) of up to an aggregate of 14,300,000 shares of common stock, par value $0.01 per share ( |
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| March 3, 2026 |
Calculation of Filing Fee Tables S-3 NRG ENERGY, INC. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Ef |
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| March 2, 2026 |
SUBJECT TO COMPLETION, DATED MARCH 2, 2026 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| March 2, 2026 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION EXHIBIT 99.6 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information is presented by NRG Energy, Inc. (“NRG” or the “Company”) to illustrate the estimated effects of the acquisition of a portfolio of natural gas-fired and dual fuel facilities, and CPower, a leading demand response platform, from LS Power (the “LS Power Portfolio”), (“the |
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| March 2, 2026 |
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 March 2, 2026 Date of Report (Date Earliest Event Reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-15891 (Commission File Nu |
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| March 2, 2026 |
NRG Energy Announces Launch of Secondary Common Stock Offering Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. |
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| March 2, 2026 |
Exhibit 99.5 CCS POWER FINANCE CO, LLC CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended December 31, 2025 and December 31, 2024 With Independent Auditors' Report Therein CCS POWER FINANCE CO, LLC TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT 2-3 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Changes |
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| March 2, 2026 |
Exhibit 99.4 LINEBACKER POWER FUNDING, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Consolidated Financial Statements December 31, 2025 and 2024 (With Independent Auditors’ Report Thereon) KPMG LLP Suite 4000 1735 Market Street Philadelphia, PA 19103-7501 Independent Auditors’ Report The Member Linebacker Power Funding, LLC: Opinion We have audited the consolidated financial stateme |
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| March 2, 2026 |
Exhibit 99.1 LIGHTNING POWER, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Consolidated Financial Statements For the year ended December 31, 2025 and for the period from August 9, 2024 to December 31, 2024 ( With Independent Auditors’ Report Thereon ) KPMG LLP Suite 4000 1735 Market Street Philadelphia, PA 19103-7501 Independent Auditors’ Report The Member Lightning Power, LLC: Opin |
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| February 24, 2026 |
Exhibit 10.24 AMENDMENT TO RELATIVE PERFORMANCE STOCK UNIT AGREEMENTS This AMENDMENT TO RELATIVE PERFORMANCE STOCK UNIT AGREEMENTS (this “Amendment”), dated as of October 16, 2025 (the “Effective Date”), is by NRG Energy, Inc. (the “Company”) and relates to awards made to the participants (the “Participants”) set forth on Exhibit A attached hereto under the NRG Energy, Inc. Amended and Restated Lo |
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| February 24, 2026 |
EXHIBIT 95.1 Mine Safety Disclosure Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K(17 CFR 229.104) contain reporting requirements regarding mine safety. The operation of our mine is subject to regulation by the federal Mine Safety and Health Administration, or MSHA, under the Federal Mine Safety and Health Act of 1977, or the Mine Ac |
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| February 24, 2026 |
NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT Exhibit 10.10 %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan, as amended from time to time1 (the “Plan”). You have been chosen to receive Restricted Stock Units ( |
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| February 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2025. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to . Commission file No. 001-15891 NRG Energy, Inc. (Exact name |
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| February 24, 2026 |
LIST OF GUARANTOR SUBSIDIARIES EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES As of December 31, 2025, the following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas APX Group LLC Delaware Astoria Gas Turbine Power LLC Delawa |
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| February 24, 2026 |
NRG ENERGY, INC. 2020 OMNIBUS INCENTIVE PLAN (LEGACY VIVINT) NOTICE OF RESTRICTED STOCK UNIT GRANT Exhibit 10.19 %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint), as amended from time to time (the “Plan”). You have been chosen to receive Restrict |
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| February 24, 2026 |
Exhibit 4.23 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 NRG Energy, Inc. (“NRG”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: its common stock, par value $0.01 per share. The following description of NRG’s common stock is a summary and does not purport to be compl |
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| February 24, 2026 |
NRG Energy, Inc. Reports Full Year 2025 Financial Results Exhibit 99.1 NRG Energy, Inc. Reports Full Year 2025 Financial Results •Exceeded 2025 raised financial guidance ranges; returned $1.6 billion of capital to shareholders •Completed acquisition of 13 GW of power generation assets and CPower from LS Power; doubles generation footprint, expands demand response capabilities, and strengthens affordability and reliability solutions for customers •Adjuste |
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| February 24, 2026 |
NRG ENERGY, INC. 2020 OMNIBUS INCENTIVE PLAN (LEGACY VIVINT) NOTICE OF RESTRICTED STOCK UNIT GRANT Exhibit 10.18 %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint) (the “Plan”). You have been chosen to receive Restricted Stock Units (“RSUs”) under |
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| February 24, 2026 |
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 February 24, 2026 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) ( |
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| February 24, 2026 |
NRG ENERGY, INC. 2020 OMNIBUS INCENTIVE PLAN (LEGACY VIVINT) NOTICE OF RELATIVE PERFORMANCE STOCK UNITS Exhibit 23 %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint), as amended from time to time (the “Plan”). This Notice of Relative Performance St |
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| February 24, 2026 |
NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN NOTICE OF RELATIVE PERFORMANCE STOCK UNITS Exhibit 10.12 %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan, as amended from time to time1 (the “Plan”). This Notice of Relative Performance Stock Units (th |
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| February 24, 2026 |
EXHIBIT 21.1 SUBSIDIARIES OF NRG ENERGY, INC. ENTITY NAME JURISDICTION 3279405 Nova Scotia Company Nova Scotia 3283764 Nova Scotia Company Nova Scotia 7549709 Canada Inc. Ontario 7644868 Canada Inc. Ontario 7711565 Canada Inc. Ontario Ace Energy, Inc. New York Aev Projects LLC Texas Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas APX Group LLC Delaware Astoria Gas Turbine Power LLC |
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| February 24, 2026 |
NRG ENERGY, INC. 2020 OMNIBUS INCENTIVE PLAN (LEGACY VIVINT)NOTICE OF RELATIVE PERFORMANCE STOCK UNITS Exhibit 10.22 %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, INC. 2020 Omnibus Incentive Plan (Legacy Vivint) (“Plan”). This Notice of Relative Performance Stock Units (the “Grant Notice”) a |
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| February 24, 2026 |
NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT Exhibit 10.3 %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan, as amended from time to time1 (the “Plan”). You have been chosen to receive Restricted Stock Units (“ |
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| February 24, 2026 |
NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN NOTICE OF RELATIVE PERFORMANCE STOCK UNITS Exhibit 10.6 %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan, as amended from time to time1 (the “Plan”). This Notice of Relative Performance Stock Units (the |
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| February 24, 2026 |
AMENDED AND RESTATED VOTING TRUST AGREEMENT Exhibit 9.1 Execution Version AMENDED AND RESTATED VOTING TRUST AGREEMENT This AMENDED AND RESTATED VOTING TRUST AGREEMENT (the “Agreement”) is made as of January 30, 2026 (the “Effective Date”), by and among Lightning Power Holdings, LLC, a Delaware limited liability company (“Lightning PH Seller”); Thunder Generation, LLC, a Delaware limited liability company (“Linebacker PH Seller”); CCS Power |
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| February 24, 2026 |
SECURITIES TRADING AND NON-DISCLOSURE POLICY Exhibit 19.1 Responsibility: Office of the General Counsel Owner: Corporate Secretary Approved by: Governance & Nominating Committee Effective Date: February 18, 2026 SECURITIES TRADING AND NON-DISCLOSURE POLICY Please read this Insider Trading Policy carefully and make sure you understand it. If you have any questions about it, please contact the General Counsel's office. Policy Statement Federal |
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| February 4, 2026 |
Exhibit 99.1 PRESS RELEASE NRG Energy Announces Appointment of New Independent Director Accomplished Industrial Manufacturing, Aerospace, and Defense Industry Veteran Adds Global Operations and Financial Expertise to NRG Board of Directors HOUSTON—February 04, 2026— NRG Energy, Inc. (NYSE: NRG) today announced that Sanjay Kapoor has been appointed to its Board of Directors, effective February 3, 2 |
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| February 4, 2026 |
Common Stock, par value $0.01 NRG NYSE Texas [Member] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 3, 2026 NRG ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of i |
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| February 2, 2026 |
Consent of Independent Auditors Exhibit 23(g) Consent of Independent Auditors We consent to the use of our report dated May 9, 2025, except for modifications disclosed in Note 1b and Note 14, for which the date is August 14, 2025, with respect to the consolidated financial statements of CCS Power Finance, LLC and subsidiaries, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus. |
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| February 2, 2026 |
Consent of Independent Auditors Exhibit 23(d) Consent of Independent Auditors We consent to the use of our report dated June 26, 2025, with respect to the consolidated financial statements of Gridiron Intermediate Holdings, LLC and subsidiaries, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP Philadelphia, Pennsylvania January 30, 2026 |
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| February 2, 2026 |
Exhibit 99.6 LINEBACKER POWER FUNDING, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Condensed Consolidated Financial Statements As of September 30, 2025 and December 31, 2024, For the three and nine months ended September 30, 2025 and September 30, 2024 (Unaudited) LINEBACKER POWER FUNDING, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Consolidated Balance Sheets (Unau |
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| February 2, 2026 |
Consent of Independent Auditors Exhibit 23(e) Consent of Independent Auditors We consent to the use of our report dated May 5, 2025, with respect to the consolidated financial statements of Lightning Power, LLC and subsidiaries, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP Philadelphia, Pennsylvania January 30, 2026 |
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| February 2, 2026 |
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): February 2, 2026 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41- |
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| February 2, 2026 |
As filed with the Securities and Exchange Commission on February 2, 2026 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 2, 2026 Registration No. |
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| February 2, 2026 |
Common Stock, par value $0.01 NRG NYSE Texas [Member] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 30, 2026 Date of Report (Date Earliest Event Reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of i |
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| February 2, 2026 |
Exhibit 99.8 CCS POWER FINANCE CO, LLC CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 2025 and December 31, 2024 for the Three and Nine-Months Periods Ended September 30, 2025 CCS POWER FINANCE CO, LLC CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) September 30, 2025 December 31, 2024 (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 82,915 $ 20,897 Fi |
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| February 2, 2026 |
Exhibit 99.2 LIGHTNING POWER, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Condensed Consolidated Financial Statements As of September 30, 2025 and December 31, 2024, For the three and nine months ended September 30, 2025, For the period August 9, 2024 to September 30, 2024 (Unaudited) LIGHTNING POWER, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Condensed Consolidate |
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| February 2, 2026 |
NRG Energy Updates 2026 Guidance and Announces Full Year and Fourth Quarter 2025 Earnings Call Exhibit 99.1 NRG Energy Updates 2026 Guidance and Announces Full Year and Fourth Quarter 2025 Earnings Call HOUSTON—February 2, 2026—NRG Energy, Inc. (NYSE: NRG) today announced updated 2026 financial guidance following the close of its acquisition of a portfolio of assets from LS Power on January 30, 2026. The updated guidance reflects approximately 11 months of ownership of these assets in 2026. |
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| February 2, 2026 |
Consent of Independent Auditors Exhibit 23(f) Consent of Independent Auditors We consent to the use of our report dated June 24, 2025, with respect to the consolidated financial statements of Linebacker Power Funding, LLC and subsidiaries, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP Philadelphia, Pennsylvania January 30, 2026 |
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| February 2, 2026 |
Calculation of Filing Fee Tables S-3 NRG ENERGY, INC. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Ef |
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| February 2, 2026 |
Consent of Independent Registered Public Accounting Firm Exhibit 23(b) Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated February 26, 2025, with respect to the consolidated financial statements of NRG Energy, Inc. |
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| February 2, 2026 |
Consent of Independent Auditors Exhibit 23(c) Consent of Independent Auditors We consent to the use of our report dated June 27, 2025, with respect to the combined financial statements of Fund III Projects, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP Philadelphia, Pennsylvania January 30, 2026 |
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| February 2, 2026 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION EXHIBIT 99.9 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information is presented by NRG Energy, Inc. (“NRG” or the “Company”) to illustrate the estimated effects of the previously completed acquisition of six power generation facilities from Texas-based Rockland Capital, LLC (the “Texas Generation Portfolio”) and the acquisition of a por |
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| January 30, 2026 |
Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of January 30, 2026 (this “Agreement”), entered into by and among NRG Energy, Inc., a Delaware corporation (“Company”), and each of the persons whose name appears on the signature pages hereto or becomes a party hereto from time to time pursuant to Section 3.4 (collectively, the “Company Stockholders”). W I T N |
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| January 30, 2026 |
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 January 30, 2026 Date of Report (Date Earliest Event Reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-15891 (Commission File |
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| January 30, 2026 |
Exhibit 4.2 EXECUTION VERSION LIGHTNING POWER, LLC AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 7.250% SENIOR SECURED NOTES DUE 2032 INDENTURE Dated as of August 16, 2024 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Trustee TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Othe |
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| January 30, 2026 |
Exhibit 99.1 PRESS RELEASE NRG Energy Completes Acquisition of 13 GW of Power Generation and C&I VPP Portfolio from LS Power Transaction doubles NRG’s generation capacity and demand-side capabilities to better serve homes and businesses amid rising energy needs. HOUSTON—January 30, 2026—NRG Energy, Inc. (NYSE: NRG) today announced that it has completed the acquisition of a portfolio of generation |
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| January 30, 2026 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT is entered into as of February 18, 2025 (this “Amendment No. 1”), by and among Lightning Power, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Guarantors party hereto, each of the Lenders party hereto and Morgan Stanley Senior Funding, Inc., as Administrative Agen |
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| January 7, 2026 |
Common Stock, par value $0.01 NRG NYSE Texas [Member] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 6, 2026 NRG ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of in |
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| January 7, 2026 |
Exhibit 99.1 PRESS RELEASE NRG Energy Announces Leadership Succession Plan Robert J. Gaudette, EVP, President of NRG Business and Wholesale Operations, Named President; To Become Chief Executive Officer Effective as of NRG’s 2026 Annual Shareholder Meeting HOUSTON—January 07, 2026—NRG Energy, Inc. (NYSE: NRG) today announced that its Board of Directors has appointed Robert J. Gaudette, Executive V |
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| January 2, 2026 |
Common Stock, par value $0.01 NRG NYSE Texas [Member] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 2, 2026 NRG ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of in |
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| November 6, 2025 |
Exhibit 99.1 NRG Energy, Inc. Reports Third Quarter Results, Reaffirms 2025 Financial Guidance, and Initiates 2026 Standalone Guidance •Delivered solid third quarter financial and operational performance, including growth versus prior year across all key financial metrics; reaffirming recently raised 2025 guidance ranges •Initiating 2026 NRG standalone (without LS Power portfolio) guidance in line |
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| November 6, 2025 |
Exhibit 10.1 Execution Version EQUITY CONTRIBUTION AGREEMENT AND GUARANTY dated as of September 26, 2025 among CEDAR BAYOU 5 HOLDINGS LLC, as Pledgor, NRG ENERGY, INC., as Guarantor, NRG CEDAR BAYOU 5 LLC, as Borrower, PUBLIC UTILITY COMMISSION OF TEXAS, as Lender, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent Table |
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| November 6, 2025 |
Exhibit 10.2 Execution Version THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS LOAN WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND YIELD TO MATURITY FOR THIS TERM LOAN BY SUBMITTING A |
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| November 6, 2025 |
LIST OF GUARANTOR SUBSIDIARIES EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES As of September 30, 2025, the following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas APX Group LLC Delaware Astoria Gas Turbine Power LLC Delaw |
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| November 6, 2025 |
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 November 6, 2025 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) (C |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended: September 30, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15891 NRG Energy, Inc. (Exact name of registrant as specif |
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| October 8, 2025 |
Exhibit 4.2 Execution Version NRG ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 4.734% SENIOR SECURED FIRST LIEN NOTES DUE 2030 5.407% SENIOR SECURED FIRST LIEN NOTES DUE 2035 SUPPLEMENTAL INDENTURE Dated as of October 8, 2025 Deutsche Bank Trust Company Americas Trustee Table of Contents Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other |
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| October 8, 2025 |
Exhibit 4.5 Execution Version NRG ENERGY, INC. INDENTURE Dated as of October 8, 2025 Senior Unsecured Notes Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 8 Section 1.03 [Reserved] 9 Section 1.04 Rules of Construction 9 ARTICLE 2 THE SECURITIES Section 2.01 Issuable i |
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| October 8, 2025 |
Common Stock, par value $0.01 NRG NYSE Texas [Member] 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 October 8, 2025 Date of Report (Date Earliest Event Reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of inco |
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| October 8, 2025 |
Exhibit 4.6 Execution Version NRG ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.750% SENIOR NOTES DUE 2034 6.000% SENIOR NOTES DUE 2036 SUPPLEMENTAL INDENTURE Dated as of October 8, 2025 Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 22 Section 1.03 [Reserved |
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| October 8, 2025 |
Exhibit 4.1 Execution Version NRG ENERGY, INC. INDENTURE Dated as of October 8, 2025 Senior Secured Notes Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 13 Section 1.03 [Reserved] 13 Section 1.04 Rules of Construction 13 ARTICLE 2 THE SECURITIES Section 2.01 Issuable |
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| October 1, 2025 |
Common Stock, par value $0.01 NRG 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 Earliest Event Reported): September 26, 2025 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or org |
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| September 24, 2025 |
Exhibit 99.8 LINEBACKER POWER FUNDING, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Consolidated Financial Statements December 31, 2024 and 2023 (With Independent Auditors’ Report Thereon) KPMG LLP Suite 4000 1735 Market Street Philadelphia, PA 19103-7501 Independent Auditors’ Report The Member Linebacker Power Funding, LLC: Opinion We have audited the consolidated financial stateme |
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| September 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 24, 2025 NRG ENERGY, INC. |
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| September 24, 2025 |
Common Stock, par value $0.01 NRG UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 24, 2025 NRG ENERGY, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001- |
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| September 24, 2025 |
Exhibit 99.9 LINEBACKER POWER FUNDING, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Condensed Consolidated Financial Statements As of June 30, 2025 and December 31, 2024, For the three and six months ended June 30, 2025 and June 30, 2024 (Unaudited) LINEBACKER POWER FUNDING, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (In thous |
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| September 24, 2025 |
Exhibit 99.4 FUND III PROJECTS Combined Financial Statements For the period January 1, 2024 to August 8, 2024, and year ended December 31, 2023 (With Independent Auditors’ Report Thereon) KPMG LLP Suite 4000 1735 Market Street Philadelphia, PA 19103-7501 Independent Auditors’ Report The Members Fund III Projects: Opinion We have audited the combined financial statements of Fund III Projects (the C |
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| September 24, 2025 |
Exhibit 99.3 LIGHTNING POWER, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Condensed Consolidated Financial Statements As of June 30, 2025 and December 31, 2024, For the three and six months ended June 30, 2025 (Unaudited) LIGHTNING POWER, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) (In thousands) As of June 30, 2025 |
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| September 24, 2025 |
Exhibit 99.7 GRIDIRON INTERMEDIATE HOLDINGS, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Condensed Consolidated Financial Statements As of June 30, 2024, For the three and six months ended June 30, 2024 (Unaudited) GRIDIRON INTERMEDIATE HOLDINGS, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) (In thousands) June 30, 202 |
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| September 24, 2025 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION EXHIBIT 99.12 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information is presented by NRG Energy, Inc. (“NRG” or the “Company”) to illustrate the estimated effects of the anticipated acquisition of a portfolio of natural gas generation facilities and a commercial and industrial virtual power plant (“C&I” VPP) from LS Power (the “LS Power |
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| September 24, 2025 |
NRG Energy, Inc. Announces Offerings of Senior Secured Notes and Senior Unsecured Notes Exhibit 99.1 NRG Energy, Inc. Announces Offerings of Senior Secured Notes and Senior Unsecured Notes HOUSTON – September 24, 2025 – NRG Energy, Inc. (NYSE:NRG) announced today the commencement of concurrent offerings of (1) senior secured first lien notes (the “Secured Notes Offering”), consisting of (i) senior secured first lien notes due 2030 (the “2030 Notes”) and (ii) senior secured first lien |
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| September 24, 2025 |
Exhibit 99.10 CCS POWER FINANCE CO, LLC CONSOLIDATED FINANCIAL STATEMENTS As of and for the Years Ended December 31, 2024 and December 31, 2023 With Independent Auditors’ Report Therein CCS POWER FINANCE CO, LLC TABLE OF CONTENTS INDEPENDENT AUDITORS’ REPORT 2-3 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Change |
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| September 24, 2025 |
Exhibit 99.6 GRIDIRON INTERMEDIATE HOLDINGS, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Consolidated Financial Statements For the period January 1, 2024 to August 8, 2024, and for the year ended December 31, 2023 (With Independent Auditor’s Report Thereon) KPMG LLP Suite 4000 1735 Market Street Philadelphia, PA 19103-7501 Independent Auditors’ Report The Member Gridiron Intermedia |
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| September 24, 2025 |
Exhibit 99.2 LIGHTNING POWER, LLC (A Delaware Limited Liability Company) AND SUBSIDIARIES Consolidated Financial Statements December 31, 2024 and for the period August 9, 2024 to December 31, 2024 ( With Independent Auditors’ Report Thereon) KPMG LLP Suite 4000 1735 Market Street Philadelphia, PA 19103-7501 Independent Auditors’ Report The Member Lightning Power, LLC: Opinion We have audited the c |
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| September 24, 2025 |
Exhibit 99.11 CCS POWER FINANCE CO, LLC CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2025 and December 31, 2024 for the Three and Six-Months Periods Ended June 30, 2025 CCS POWER FINANCE CO, LLC CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) June 30, 2025 December 31, 2024 (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 10,968 $ 20,897 Financial assuran |
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| September 24, 2025 |
Exhibit 99.5 FUND III PROJECTS Condensed Combined Financial Statements As of June 30, 2024, For the three and six months ended June 30, 2024 (Unaudited) FUND III PROJECTS Condensed Combined Balance Sheets (Unaudited) (In thousands) June 30, 2024 Assets Current assets: Restricted cash $ 56,524 Accounts receivable and affiliates 76,605 Inventory 99,541 Prepaid expenses 24,362 Assets from risk manage |
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| September 24, 2025 |
NRG Energy, Inc. Announces Pricing of Senior Secured Notes and Senior Unsecured Notes Exhibit 99.1 PRESS RELEASE NRG Energy, Inc. Announces Pricing of Senior Secured Notes and Senior Unsecured Notes HOUSTON – September 24, 2025 – NRG Energy, Inc. (NYSE:NRG) has priced its concurrent offerings of (1) senior secured first lien notes (the “Secured Notes Offering”), consisting of (i) $625 million aggregate principal amount of 4.734% senior secured first lien notes due 2030 (the “2030 N |
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| September 17, 2025 |
NRG Energy, Inc. Raises 2025 Guidance and Announces Third Quarter 2025 Earnings Call Exhibit 99.1 NRG Energy, Inc. Raises 2025 Guidance and Announces Third Quarter 2025 Earnings Call HOUSTON—September 17, 2025—NRG Energy, Inc. (NYSE: NRG) today increases its 2025 guidance as follows: · Adjusted Net Income guidance increased to $1,470 - $1,590 million from $1,330 - $1,530 million, representing a midpoint increase of $100 million · Adjusted EPS guidance increased to $7.55 - $8.15 fr |
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| September 17, 2025 |
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): September 17, 2025 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 4 |
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| September 10, 2025 |
144 0002049789 XXXXXXXX LIVE 0001013871 NRG ENERGY, INC. 001-15891 910 Louisiana Street Houston TX 77002 (713) 537-3000 DON LIYANEARACHCHI Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 10672 1654160.00 193430802 09/10/2025 NYSE Common 01/02/2024 Performance Shares ISSUER N 10672 01/02/2024 Not Applicable Y 09/10/2025 05/28/ |
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| August 18, 2025 |
New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com August 18, 2025 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE Texas certifies its approval for listing and registration of the Common stock, par value $0.01 per share, of NRG Energy, I |
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| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NRG Energy, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 41-1724239 (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) 910 Louisiana Street, Housto |
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| August 6, 2025 |
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 August 6, 2025 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) (Com |
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| August 6, 2025 |
Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 5 TO RECEIVABLES LOAN AND SERVICING AGREEMENT This AMENDMENT NO. 5 TO RECEIVABLES LOAN AND SERVICING AGREEMENT (this “Amendment”) dated as of June 20, 2025 is among NRG RETAIL LLC, as Servicer (the “Servicer”), NRG RECEIVABLES LLC, as Borrower (the “Borrower”), NRG Energy, Inc., as Performance Guarantor (the “Performance Guarantor”), the Conduit Lenders |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended: June 30, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15891 NRG Energy, Inc. (Exact name of registrant as specified i |
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| August 6, 2025 |
NRG Energy, Inc. Reports Second Quarter Results and Reaffirms 2025 Financial Guidance Exhibit 99.1 NRG Energy, Inc. Reports Second Quarter Results and Reaffirms 2025 Financial Guidance •Strong financial and operating results; reaffirming 2025 guidance ranges and capital allocation •Signed 295 MW of premium, long-term retail agreements for data centers on NRG sites; potential expansion up to 1 GW across additional sites •Executed loan agreement under the Texas Energy Fund for T.H. W |
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| August 6, 2025 |
Exhibit 10.1 Execution Version FOURTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT FOURTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 27, 2025, among NRG Energy, Inc., a Delaware corporation (the “Parent Borrower”), APX Group LLC, a Delaware limited liability company (“APX” and, together with the Parent Borrower, the “Borrowers” and each, individ |
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| August 6, 2025 |
Amended and Restated Employee Stock Purchase Plan Exhibit 10.4 NRG ENERGY, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE AND SCOPE OF THE PLAN 1.1Purpose The NRG Energy, Inc. Amended and Restated Employee Stock Purchase Plan is intended to encourage employee participation in the ownership of the Company. 1.2Definitions Unless the context clearly indicates otherwise, the following terms have the meaning set forth below: |
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| August 6, 2025 |
List of Guarantor Subsidiaries EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES As of June 30, 2025, the following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas APX Group LLC Delaware Astoria Gas Turbine Power LLC Delaware A |
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| July 25, 2025 |
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 July 22, 2025 Date of Report (Date Earliest Event Reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-15891 (Commission File Nu |
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| July 25, 2025 |
Exhibit 10.1 Execution Version FIFTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT FIFTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 22, 2025, among NRG Energy, Inc., a Delaware corporation (the “Parent Borrower”), APX Group LLC, a Delaware limited liability company (“APX” and, together with the Parent Borrower, the “Borrowers” and each, individu |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report NRG Energy, Inc. |
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| May 30, 2025 |
Exhibit 1.01 — Conflict Minerals Report. Exhibit 1.01 NRG Energy, Inc. – Conflict Minerals Report for the Year Ended December 31, 2024 Introduction This report for the year ended December 31, 2024 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conf |
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| May 16, 2025 |
Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT by and among NRG Energy, Inc., NRG East Generation Holdings LLC, NRG Texas LLC, NRG Demand Response Holdings LLC, NRG Gas Development Company, LLC, Lightning Power Holdings, LLC, CCS Power Holdings, LLC, Thunder Generation, LLC and Linebacker Power Development Funding, LLC dated as of May 12, 2025 Table of contents Page Article 1 Definition |
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| May 16, 2025 |
Form of Registration Rights Agreement. Exhibit 4.1 Final Form ANNEX B FORM OF REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of [●], 202[●] (this “Agreement”), entered into by and among NRG Energy, Inc., a Delaware corporation (“Company”), and each of the persons whose name appears on the signature pages hereto or becomes a party hereto from time to time pursuant to Section 3.4 (collectively, the “Company St |
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| May 16, 2025 |
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 May 12, 2025 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-15891 (Commission File |
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| May 12, 2025 |
List of Guarantor Subsidiaries EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES As of March 31, 2025, the following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas APX Group LLC Delaware Astoria Gas Turbine Power LLC Delaware |
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| May 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 May 12, 2025 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) (Commi |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended: March 31, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15891 NRG Energy, Inc. (Exact name of registrant as specified |
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| May 12, 2025 |
Exhibit 99.1 NRG Energy Inc. to Acquire Premier Power Portfolio from LS Power; Transforming Generation Fleet for Growing Demand Doubles NRG’s Generation Capacity with Irreplicable Natural Gas Assets in the Northeast and Texas; Adds Leading C&I VPP Platform Immediately and Highly Accretive to Adjusted EPS; NRG Increases 5-year Adjusted EPS CAGR from +10% to +14%, Before Upside Opportunities Enhance |
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| May 12, 2025 |
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): May 12, 2025 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41-1724 |
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| May 12, 2025 |
NRG Energy, Inc. Reports First Quarter 2025 Results and Reaffirms 2025 Financial Guidance Exhibit 99.1 NRG Energy, Inc. Reports First Quarter 2025 Results and Reaffirms 2025 Financial Guidance •Reporting $750 million of GAAP Net Income, $531 million of Adjusted Net Income, and $2.68 Adjusted EPS •Announcing the strategic acquisition of a premier portfolio of 13 GW of natural gas generation primarily in PJM and ERCOT and 6 GW C&I VPP platform from LS Power for cash and stock •Closed acq |
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| May 1, 2025 |
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): May 1, 2025 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41-17242 |
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| May 1, 2025 |
Amended and Restated Certificate of Incorporation, dated May 1, 2025. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NRG ENERGY, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law, NRG Energy, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, the date of the filing of its original Certificate of Incorporation with the Secretary of State of Delaware (the “Secretary of S |
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| April 7, 2025 |
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): April 7, 2025 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41-172 |
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| April 7, 2025 |
NRG Energy Announces Executive Leadership Change Exhibit 99.1 PRESS RELEASE NRG Energy Announces Executive Leadership Change · Rasesh Patel, President of Consumer, plans retirement; will remain in his role through the first-quarter earnings call · Successor expected to be appointed by the end of the second quarter HOUSTON—April 7, 2025 – NRG Energy Inc. (NYSE:NRG) today announced that Rasesh Patel, President, NRG Consumer, has decided to retire, |
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| March 19, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini |
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| March 19, 2025 |
FORM 10-KStockholder information STOCK TRANSFER AGENT AND REGISTRAR Shareholder correspondence should be mailed to: Computershare P. |
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| March 7, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a |
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| February 26, 2025 |
Exhibit 10.10 NRG ENERGY,INC. LONG-TERM INCENTIVE PLAN NOTICE OF RELATIVE PERFORMANCE STOCK UNITS %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan1 (“Plan”). This Notice of Relative Performance Stock Units (the “Grant Notice”) and the attached |
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| February 26, 2025 |
Exhibit 19.1 Responsibility: Office of the General Counsel Owner: Corporate Secretary Approved by: Governance & Nominating Committee Effective Date: February 22, 2024 SECURITIES TRADING AND NON-DISCLOSURE POLICY Please read this Insider Trading Policy carefully and make sure you understand it. If you have any questions about it, please contact the General Counsel's office. Policy Statement Federal |
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| February 26, 2025 |
Second Amendment to NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint) Exhibit 10.15 SECOND AMENDMENT TO THE VIVINT SMART HOME, INC. 2020 OMNIBUS INCENTIVE PLAN WHEREAS, Vivint Smart Home, Inc. (the “Company”) had established the Vivint Smart Home, Inc. 2020 Omnibus Incentive Plan (the “Plan”); WHEREAS, the Plan and maintenance thereof was assumed by NRG Energy, Inc. (“NRG”) pursuant to the merger between NRG and the Company on March 10, 2023 (the “Merger”); WHEREAS, |
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| February 26, 2025 |
Exhibit 10.35 Execution Version THIRTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIRTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 20, 2024, among NRG Energy, Inc., a Delaware corporation (the “Borrower”), APX Group, Inc., a Delaware corporation (“APX”), and Citicorp North America, Inc. (“Citi”), as administrative agent (in such capacity |
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| February 26, 2025 |
Exhibit 10.11 NRG ENERGY,INC. LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNITS GRANT %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan1 (the “Plan”). You have been chosen to receive Restricted Stock Units (“RSUs”) under the Plan. This N |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2024. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to . Commission file No. 001-15891 NRG Energy, Inc. (Exact name |
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| February 26, 2025 |
List of Guarantor Subsidiaries EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES As of December 31, 2024, the following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas APX Group, Inc. Delaware Astoria Gas Turbine Power LLC Dela |
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| February 26, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 February 26, 2025 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) ( |
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| February 26, 2025 |
NRG Energy, Inc. Reports Full Year 2024 Financial Results Exhibit 99.1 NRG Energy, Inc. Reports Full Year 2024 Financial Results •Exceeded the top end of 2024 raised Adjusted EPS guidance and returned $1.3 billion of capital to shareholders •Announcing major Project Development Agreement with GE Vernova and Kiewit to bring up to 5.4 GW of new gas-fired generation online between 2029-2032, including turbine procurement and turnkey engineering project serv |
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| February 26, 2025 |
Exhibit 10.12 NRG ENERGY,INC. LONG-TERM INCENTIVE PLAN NOTICE OF RELATIVE PERFORMANCE STOCK UNITS %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan1 (“Plan”). This Notice of Relative Performance Stock Units (the “Grant Notice”) and the attached |
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| February 26, 2025 |
Subsidiaries of NRG Energy, Inc. EXHIBIT 21.1 SUBSIDIARIES OF NRG ENERGY, INC. ENTITY NAME JURISDICTION 3279405 Nova Scotia Company Nova Scotia 3283764 Nova Scotia Company Nova Scotia 7549709 Canada Inc. Ontario 7644868 Canada Inc. Ontario 7711565 Canada Inc. Ontario Ace Energy, Inc. New York Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas APX Group, Inc. Delaware Astoria Gas Turbine Power LLC Delaware AWHR America |
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| November 12, 2024 |
NRG / NRG Energy, Inc. / BlackRock, Inc. Passive Investment SC 13G/A 1 us6293775085111224.txt us6293775085111224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 5) NRG ENERGY INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 629377508 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| November 12, 2024 |
NRG / NRG Energy, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 UnitedStates13GNRGEnergyI.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 17)* (Name of Issuer) NRG Energy Inc (Title of Class of Securitie |
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| November 8, 2024 |
Exhibit 99.1 NRG Energy, Inc. Reports Third Quarter Results, Initiates 2025 Guidance, and Introduces Adjusted Net Income and Adjusted EPS •Strong third quarter 2024 financial and operating results; reaffirming recently raised 2024 guidance •Increasing 2024 share repurchase plan to $925 million, and on target to achieve investment grade credit metrics by the end of 2024 •Initiating 2025 financial g |
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| November 8, 2024 |
List of Guarantor Subsidiaries EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES As of September 30, 2024, the following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $375 million of the 2027 Senior Notes and $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas Astoria Gas Turb |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended: September 30, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15891 NRG Energy, Inc. (Exact name of registrant as specif |
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| November 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 November 8, 2024 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) (C |
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| November 4, 2024 |
NRG / NRG Energy, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 UnitedStates13GNRGEnergyI.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 16)* (Name of Issuer) NRG Energy Inc (Title of Class of Securitie |
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| November 1, 2024 |
Exhibit 4.2 Execution Version NRG ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.75% SENIOR NOTES DUE 2029 6.00% SENIOR NOTES DUE 2033 6.25% SENIOR NOTES DUE 2034 SUPPLEMENTAL INDENTURE Dated as of October 30, 2024 Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definition |
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| November 1, 2024 |
Exhibit 10.2 EXECUTION VERSION ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 30, 2024, among NRG Energy, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the 2024-2 New Term Lenders (as defined below) and Citicorp North America, Inc. (“Citi”), as admini |
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| November 1, 2024 |
Exhibit 4.1 Execution Version NRG ENERGY, INC. INDENTURE Dated as of October 30, 2024 Senior Unsecured Notes Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 8 Section 1.03 [Reserved] 9 Section 1.04 Rules of Constructio |
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| November 1, 2024 |
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 October 30, 2024 Date of Report (Date Earliest Event Reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-15891 (Commission File |
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| November 1, 2024 |
Exhibit 10.1 EXECUTION VERSION TENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT TENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 30, 2024, among NRG Energy, Inc., a Delaware corporation (the “Borrower”), each Subsidiary Guarantor party hereto, each Revolving Lender party hereto, each Issuing Bank Party hereto and Citicorp North America, Inc., as a |
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| October 21, 2024 |
NRG / NRG Energy, Inc. / BlackRock, Inc. Passive Investment SC 13G/A 1 us6293775085102124.txt us6293775085102124.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) NRG ENERGY INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 629377508 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| October 17, 2024 |
NRG Energy, Inc. Announces Offering of Senior Notes due 2033 and Senior Notes due 2034 Exhibit 99.1 NRG Energy, Inc. Announces Offering of Senior Notes due 2033 and Senior Notes due 2034 Houston, TX – October 16, 2024 – NRG Energy, Inc. (NYSE:NRG) announced the commencement of an offering of $1,500 million in aggregate principal amount of senior unsecured notes in two tranches, consisting of (i) senior notes due 2033 (the “2033 Notes”) and (ii) senior notes due 2034 (the “2034 Notes |
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| October 17, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 16, 2024 NRG ENERGY, INC. |
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| October 17, 2024 |
NRG Energy, Inc. Announces Upsizing and Pricing of Senior Notes due 2033 and Senior Notes due 2034 Exhibit 99.2 PRESS RELEASE NRG Energy, Inc. Announces Upsizing and Pricing of Senior Notes due 2033 and Senior Notes due 2034 Houston, TX – October 16, 2024 – NRG Energy, Inc. (NYSE:NRG) has priced its offering of $1,875 million in aggregate principal amount of senior unsecured notes, consisting of (i) $925 million aggregate principal amount of 6.00% senior notes due 2033 (the “2033 Notes”) and (i |
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| October 15, 2024 |
Exhibit 99.2 NRG Energy, Inc. Announces Exchange Offer and Consent Solicitation for any and all of APX Group, Inc.’s outstanding 5.75% Senior Notes due 2029 Houston, TX – October 15, 2024 – NRG Energy, Inc. (NYSE:NRG) announced today the commencement of an offer to exchange (the “Exchange Offer”) any and all outstanding 5.75% Senior Notes due 2029 (the “Existing APX Unsecured Notes”) issued by APX |
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| October 15, 2024 |
Exhibit 99.1 PRESS RELEASE NRG Energy, Inc. Announces Cash Tender Offer and Consent Solicitation for any and all of APX Group, Inc.’s outstanding 6.75% Senior Secured Notes due 2027 Houston, TX – October 15, 2024 – NRG Energy, Inc. (NYSE:NRG) announced today that its wholly-owned subsidiary, APX Group, Inc. (“APX”), has commenced an offer to purchase for cash (the “Tender Offer”) any and all of AP |
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| October 15, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 15, 2024 NRG ENERGY, INC. |
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| October 8, 2024 |
October 8, 2024 Woo-Sung Chung Chief Financial Officer NRG Energy, Inc. 910 Louisiana Street Houston, Texas 77002 Re: NRG Energy, Inc. Form 10-K for the Fiscal Year ended December 31, 2023 Filed February 28, 2024 File No. 001-15891 Dear Woo-Sung Chung: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of the |
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| October 1, 2024 |
October 1, 2024 Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street N. |
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| September 25, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 25, 2024 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 4 |
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| September 25, 2024 |
NRG Energy, Inc. Raises 2024 Guidance and Announces Third Quarter 2024 Earnings Call Exhibit 99.1 PRESS RELEASE NRG Energy, Inc. Raises 2024 Guidance and Announces Third Quarter 2024 Earnings Call HOUSTON—September 25, 2024-NRG Energy, Inc. (NYSE: NRG) today increases its 2024 guidance as follows: · Adjusted EBITDA guidance increased to $3,525 million - $3,675 million from $3,300 - $3,550 million, representing a midpoint increase of $175 million · Free Cash Flow before Growth (FCF |
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| September 18, 2024 |
September 17, 2024 Woo-Sung Chung Chief Financial Officer NRG Energy, Inc. 910 Louisiana Street Houston, Texas 77002 Re: NRG Energy, Inc. Form 10-K for the Fiscal Year ended December 31, 2023 Filed February 28, 2024 File No. 001-15891 Dear Woo-Sung Chung: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested i |
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| August 8, 2024 |
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 August 8, 2024 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) (Com |
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| August 8, 2024 |
The NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan Exhibit 10.3 NRG ENERGY, INC. AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN (As Amended and Restated July 25, 2024) 1.Purpose. This plan shall be known as the NRG Energy, Inc. Long-Term Incentive Plan (the “Plan”). The purpose of the Plan shall be to promote the long- term growth and profitability of NRG Energy, Inc., a Delaware corporation (the “Company”), and its Subsidiaries by (i) providing ce |
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| August 8, 2024 |
NRG Energy, Inc. Reports Second Quarter Results and Reaffirms 2024 Financial Guidance Exhibit 99.1 NRG Energy, Inc. Reports Second Quarter Results and Reaffirms 2024 Financial Guidance •Strong second quarter financial and operating performance resulting in GAAP Net Income of $738 million and Adjusted EBITDA of $935 million •Completed comprehensive preventative maintenance program for ERCOT fleet, well-prepared going into summer season and beyond •Announcing agreement to sell Airtro |
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| August 8, 2024 |
List of Guarantor Subsidiaries EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $375 million of the 2027 Senior Notes and $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Airtron, Inc. Delaware Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas Astoria Gas Turbine |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended: June 30, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15891 NRG Energy, Inc. (Exact name of registrant as specified i |
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| August 1, 2024 |
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 1, 2024 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41-17 |
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| August 1, 2024 |
Employment Agreement, dated August 1, 2024 by and between NRG Energy, Inc. and Lawrence S. Coben Exhibit 10.1 EMPLOYMENT AGREEMENT Between NRG Energy, Inc. and Lawrence Coben THIS AGREEMENT is made as of August 1, 2024, between NRG Energy, Inc. (the “Company”), and Lawrence Coben (“Executive”). WHEREAS, the Executive currently serves as the Interim President and Chief Executive Officer (“CEO”) of the Company; and WHEREAS, the Company wishes to continue to employ Executive as |
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| August 1, 2024 |
Exhibit 99.1 NRG Appoints Lawrence Coben as President and Chief Executive Officer Appointment Taps Expertise of Proven Energy Industry Executive with Deep Knowledge of NRG to Propel Continued Business Momentum Across Integrated Energy/Smart Home Operating Platform HOUSTON, August 1, 2024 — NRG Energy, Inc. (NYSE: NRG) (“NRG” or the “Company”) today announced the appointment of Lawrence Coben, Ph.D |
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| June 24, 2024 |
Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO RECEIVABLES LOAN AND SERVICING AGREEMENT This AMENDMENT NO. 4 TO RECEIVABLES LOAN AND SERVICING AGREEMENT (this “Amendment”) dated as of June 21, 2024 is among NRG RETAIL LLC, as Servicer (the “Servicer”), NRG RECEIVABLES LLC, as Borrower (the “Borrower”), NRG Energy, Inc., as Performance Guarantor (the “Performance Guarantor”), the Conduit Lenders |
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| June 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 21, 2024 Date of Report (date of earliest event reported) NRG ENERGY, INC. |
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| June 24, 2024 |
Exhibit 10.2 Execution Version Joinder Agreement THIS JOINDER AGREEMENT, dated as of June 21, 2024 (this “Agreement”) is executed by Direct Energy Services, LLC, a limited liability company organized under the laws of Delaware (the “Additional Originator”). Background: A. NRG Receivables LLC, a Delaware limited liability company (the “Company”) and the various entities from time to time |
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| May 31, 2024 |
Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 NRG Energy, Inc. Conflict Minerals Report For The Year Ended December 31, 2023 Introduction This report for the year ended December 31, 2023, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflict minerals |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report NRG Energy, Inc. |
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| May 7, 2024 |
List of Guarantor Subsidiaries EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $375 million of the 2027 Senior Notes and $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Airtron, Inc. Delaware Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas Astoria Gas Turbine |
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| May 7, 2024 |
Exhibit 10.3 Execution Version AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 2 to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 10, 2024 (this “Amendment”), by and between APX GROUP, INC., a Delaware corporation (the “Borrower”), APX GROUP HOLDINGS, INC., a Delaware corporation (“Initial Holdings”), the other Guarantors party hereto, each of th |
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| May 7, 2024 |
NRG Energy, Inc. Reports First Quarter Results and Reaffirms 2024 Financial Guidance Exhibit 99.1 NRG Energy, Inc. Reports First Quarter Results and Reaffirms 2024 Financial Guidance •Strong financial and operational performance in the first quarter of 2024 with GAAP Net Income of $511 million and Adjusted EBITDA of $849 million •Diversified supply strategy performed well across all segments resulting in margin expansion in the East and West while mitigating the impacts of mild wi |
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| May 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 May 7, 2024 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) (Commis |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended: March 31, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15891 NRG Energy, Inc. (Exact name of registrant as specified |
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| May 7, 2024 |
Exhibit 10.2 EXECUTION VERSION NINTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT NINTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 22, 2024, among NRG Energy, Inc., a Delaware corporation (the “Borrower”), each Subsidiary Guarantor party hereto, the Consenting Revolving Lender (as defined below) and Citicorp North America, Inc., as administrative agen |
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| April 30, 2024 |
Submission of Matters to a Vote of Security Holders 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): April 25, 2024 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41-17 |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 16, 2024 NRG ENERGY, INC. |
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| April 17, 2024 |
Exhibit 10.1 Execution Version EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 16, 2024, among NRG Energy, Inc., a Delaware corporation (the “Borrower”), the 2024 New Term Lenders (as defined below), the other Lenders party hereto and Citicorp North America, Inc. (“Citi”), as administrative agent ( |
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| April 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ |
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| March 26, 2024 |
NRG Announces Changes in Leadership Exhibit 99.1 PRESS RELEASE NRG Announces Changes in Leadership HOUSTON—March 26, 2024—NRG Energy Inc. (NYSE: NRG) today announced that Elizabeth Killinger has elected to retire from her role as Executive Vice President, NRG Home. Rasesh Patel has been named President, NRG Consumer, and will oversee the two separate business segments of Smart Home and Home Energy, effective immediately. Mrs. Killin |
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| March 26, 2024 |
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): March 26, 2024 NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-15891 (Commission File Number) 41-17 |
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| March 15, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a |
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| March 15, 2024 |
Stockholder information STOCK TRANSFER AGENT AND REGISTRAR Shareholder correspondence should be mailed to: Computershare P. |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini |
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| March 7, 2024 |
NRG / NRG Energy, Inc. / BlackRock Inc. Passive Investment SC 13G/A 1 us6293775085030624.txt us6293775085030624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) NRG ENERGY INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 629377508 - (CUSIP Number) February 29, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 28, 2024 |
Exhibit 2.9 AMENDMENT NO. 3 TO EQUITY PURCHASE AGREEMENT This AMENDMENT NO. 3 TO EQUITY PURCHASE AGREEMENT (this “Amendment”), dated as of November 1, 2023, is entered into by and among Constellation Energy Generation, LLC, a Pennsylvania limited liability company (“Buyer”), Texas Genco GP, LLC, a Texas limited liability company (“Texas Genco GP”), and Texas Genco LP, LLC, a Delaware limited liabi |
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| February 28, 2024 |
Exhibit 10.29 VIVINT SMART HOME, INC. LONG-TERM INCENTIVE PLAN NOTICE OF RELATIVE PERFORMANCE STOCK UNITS /$ParticipantName$/ /$ParticipantAddress$/ Congratulations on your selection as a Participant under the Vivint Smart Home, Inc. 2020 Omnibus Incentive Plan (“Plan”). This Notice of Relative Performance Stock Units (the “Grant Notice”) and the attached Relative Performance Stock Unit Agreement |
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| February 28, 2024 |
Exhibit 2.8 AMENDMENT NO. 2 TO EQUITY PURCHASE AGREEMENT This AMENDMENT NO. 2 TO EQUITY PURCHASE AGREEMENT (this “Amendment”), dated as of November 1, 2023, is entered into by and among Constellation Energy Generation, LLC, a Pennsylvania limited liability company (“Buyer”), Texas Genco GP, LLC a Texas limited liability company (“Texas Genco GP”), and Texas Genco LP, LLC, a Delaware limited liabil |
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| February 28, 2024 |
Form of NRG Energy, Inc. Long-Term Incentive Plan Restricted Stock Unit Agreement. Exhibit 10.24 NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan1 (the “Plan”). You have been chosen to receive Restricted Stock Units (“RSUs”) under the Plan. This N |
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| February 28, 2024 |
Exhibit 10.10 NRG Energy, Inc. Amended and Restated Executive Change-in-Control and General Severance Plan for Tier IA and Tier IIA Executives Amended and Restated, effective January 1, 2024 LEGAL\66819657\5 1611203/00493825 TABLE OF CONTENTS Page Article 1. Establishment and Term of the Plan................................. 1 Article 2. Definitions................................................. |
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| February 28, 2024 |
NRG Energy, Inc. Reports Full Year 2023 Financial Results Exhibit 99.1 NRG Energy, Inc. Reports Full Year 2023 Financial Results • Exceeded revised guidance on Free Cash Flow before Growth and achieved high end of Adjusted EBITDA revised guidance • Delivered exceptional operational performance through volatile summer and winter conditions • Expanded margins and grew customer count in both the Energy and Smart Home portfolios • Completed $300 million Dire |
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| February 28, 2024 |
, 2023, between NRG Energy, Inc. and Lawrence S. Coben Exhibit 10.25 NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan1 (the “Plan”). You have been chosen to receive Restricted Stock Units (“RSUs”) under the Plan. This N |
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| February 28, 2024 |
Exhibit 10.23 NRG ENERGY, INC. LONG-TERM INCENTIVE PLAN NOTICE OF RELATIVE PERFORMANCE STOCK UNITS %%FIRSTNAMELASTNAME%-% %%ADDRESSLINE1%-% %%ADDRESSLINE2%-% %%CITYSTATEZIPCODE%-% Congratulations on your selection as a Participant under the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan1 (“Plan”). This Notice of Relative Performance Stock Units (the “Grant Notice”) and the attached |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2023. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to . Commission file No. 001-15891 NRG Energy, Inc. (Exact name |
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| February 28, 2024 |
NRG Energy, Inc. Clawback Policy Exhibit 97 NRG ENERGY, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of NRG Energy, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive-based compensation upon the occurrence of certain events, including an Accounting Restatement (as defined |
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| February 28, 2024 |
List of Guarantor Subsidiaries EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $375 million of the 2027 Senior Notes and $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Airtron, Inc. Delaware Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas Astoria Gas Turbine |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 February 28, 2024 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) ( |
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| February 28, 2024 |
Exhibit 10.30 VIVINT SMART HOME, INC. LONG-TERM INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT GRANT /$ParticipantName$/ /$ParticipantAddress$/ Congratulations on your selection as a Participant under the Vivint Smart Home, Inc. 2020 Omnibus Incentive Plan (the “Plan”). You have been chosen to receive Restricted Stock Units (“RSUs”) under the Plan. This Notice of Restricted Stock Unit Grant (the “ |
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| February 28, 2024 |
Subsidiaries of NRG Energy, Inc. EXHIBIT 21.1 SUBSIDIARIES OF NRG ENERGY, INC. ENTITY NAME JURISDICTION 313 Aviation, LLC Utah 3279405 Nova Scotia Company Nova Scotia 3283764 Nova Scotia Company Nova Scotia 7549709 Canada Inc. Ontario 7644868 Canada Inc. Ontario 7711565 Canada Inc. Ontario Ace Energy, Inc. New York Airtron, Inc. Delaware Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas AP AL LLC Delaware APX Group H |
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| February 28, 2024 |
Exhibit 2.7 AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT This AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT (this “Amendment”), dated as of September 29, 2023, is entered into by and among Constellation Energy Generation, LLC, a Pennsylvania limited liability company (“Buyer”), Texas Genco GP, LLC a Texas limited liability company (“Texas Genco GP”), and Texas Genco LP, LLC, a Delaware limited liab |
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| February 14, 2024 |
NRG / NRG Energy, Inc. / PUTNAM INVESTMENTS LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) NRG ENERGY INC - (Name of Issuer) Common - (Title of Class of Securities) 629377508 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing Of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| February 13, 2024 |
NRG / NRG Energy, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0102-nrgenergyinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: NRG Energy Inc Title of Class of Securities: Common Stock CUSIP Number: 629377508 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the ru |
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| January 30, 2024 |
NRG / NRG Energy, Inc. / STATE STREET CORP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING NRG ENERGY INC (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 629377508 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: |
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| January 24, 2024 |
NRG / NRG Energy, Inc. / BlackRock Inc. Passive Investment SC 13G/A 1 us6293775085012424.txt us6293775085012424.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) NRG ENERGY INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 629377508 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 29, 2023 NRG ENERGY, INC. |
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| November 20, 2023 |
Exhibit 99.1 PRESS RELEASE NRG Energy Announces Leadership Changes NRG Chair Lawrence Coben Appointed Interim President and Chief Executive Officer Board Initiates Search for Permanent CEO NRG Director Anne Schaumburg Appointed Lead Independent Director Four New Independent Directors to Join NRG Board as Part of Collaboration with Elliott NRG Reaffirms its Previous Guidance, Capital Allocation Fra |
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| November 20, 2023 |
Exhibit 10.1 COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of November 20, 2023 (the “Effective Date”), is by and among Elliott Investment Management L.P., a Delaware limited partnership, Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (each, an “Elliott Party,” and together, the “Elliot |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 17, 2023 NRG ENERGY, INC. |
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| November 6, 2023 |
Exhibit 99.2 PRESS RELEASE NRG Energy, Inc. Announces Cash Tender Offers for Up to $600 Million Aggregate Principal Amount of its Outstanding 3.875% Senior Notes due 2032, 3.625% Senior Notes due 2031 and 3.375% Senior Notes due 2029 HOUSTON—Nov. 6, 2023—NRG Energy, Inc. (NYSE:NRG) announced today the commencement of offers to purchase for cash (collectively, the “Tender Offer”) up to $600 million |
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| November 6, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 6, 2023 NRG ENERGY, INC. |
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| November 6, 2023 |
NRG Energy, Inc. Announces $950 Million Accelerated Share Repurchase Exhibit 99.1 PRESS RELEASE NRG Energy, Inc. Announces $950 Million Accelerated Share Repurchase HOUSTON—Nov. 6, 2023—NRG Energy, Inc. (NYSE:NRG) announced today that it has entered into accelerated share repurchase (“ASR”) agreements with multiple dealers to repurchase $950 million of NRG’s common stock. Under the ASR agreements, NRG will pay $950 million to the dealers and receive shares of NRG’s |
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| November 2, 2023 |
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 November 2, 2023 Date of Report (date of earliest event reported) NRG ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-15891 41-1724239 (State or other jurisdiction of incorporation or organization) (C |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended: September 30, 2023 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15891 NRG Energy, Inc. (Exact name of registrant as specif |
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| November 2, 2023 |
Exhibit 99.1 NRG Energy, Inc. Reports Third Quarter Results Increases 2023 Share Repurchases to $1.15 Billion Increases 2023 Guidance Initiates Strong 2024 Financial Guidance Above 2023 Investor Day Plan •Solid third quarter performance with GAAP Net Income of $343 million and Adjusted EBITDA of $973 million; increasing mid-point of 2023 Adjusted EBITDA guidance by $95 million •Completed sale of S |
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| November 2, 2023 |
List of Guarantor Subsidiaries EXHIBIT 22.1 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of NRG Energy, Inc. were guarantors of the Company's outstanding registered senior notes of $375 million of the 2027 Senior Notes and $821 million of the 2028 Senior Notes: ENTITY NAME JURISDICTION Ace Energy, Inc. New York Airtron, Inc. Delaware Allied Home Warranty GP LLC Delaware Allied Warranty LLC Texas Astoria Gas Turbine |
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| November 1, 2023 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On March 10, 2023 (the "Acquisition Closing Date"), NRG Energy, Inc. (“NRG” or the “Company”) completed the acquisition of Vivint Smart Home, Inc. (“Vivint”), pursuant to the agreement and plan of merger, dated as of December 6, 2022, by and among the Company, Vivint and Jetson Merger Sub, Inc., a wholly-owned subsidiary of the Compan |
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| November 1, 2023 |
Exhibit 99.2 PRESS RELEASE NRG Completes Sale of its Interest in South Texas Project Transaction unlocks significant shareholder value by optimizing portfolio Houston – Nov. 1, 2023 – NRG Energy, Inc. (NYSE: NRG) announced today its subsidiaries Texas Genco LP LLC and Texas Genco GP LLC have completed the sale of NRG South Texas LP, which owns a 44% interest in the South Texas Project Electric Gen |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 1, 2023 NRG ENERGY, INC. |
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| August 29, 2023 |
Exhibit 4.2 EXECUTION VERSION LETTER OF CREDIT FACILITY AGREEMENT This Letter of Credit Facility Agreement (this “Agreement”), dated as of August 29, 2023, is by and among NRG ENERGY, INC., a Delaware corporation (the “Applicant”), the financial institutions from time to time party hereto, each in its capacity as an issuer of Letters of Credit issued by it hereunder (such financial institutions, t |
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| August 29, 2023 |
Exhibit 4.3 Execution Version AMENDED AND RESTATED DECLARATION OF TRUST OF Alexander Funding Trust II Dated as of August 29, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 11 Article II ORGANIZATION 12 Section 2.1 Name 12 Section 2.2 Office 12 Section 2.3 Nature and Purpose of the |
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| August 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 29, 2023 NRG ENERGY, INC. |
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| August 29, 2023 |
Exhibit 4.4 Execution Version NRG ENERGY, INC. INDENTURE Dated as of August 29, 2023 Senior Secured Notes relating to the Alexander Funding Trust II Pre-Capitalized Securities Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 12 Section 1.03 [Reserved] 13 Section 1.04 Ru |
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| August 29, 2023 |
Exhibit 4.5 Execution Version NRG ENERGY, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.467% SENIOR SECURED FIRST LIEN NOTES DUE 2028 SUPPLEMENTAL INDENTURE Dated as of August 29, 2023 Deutsche Bank Trust Company Americas Trustee TABLE OF CONTENTS Page Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 23 Section 1.03 [Reserved] 24 Secti |
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| August 29, 2023 |
Exhibit 4.1 Execution Version FACILITY AGREEMENT dated as of August 29, 2023 among NRG ENERGY, INC., THE GUARANTORS PARTY HERETO, ALEXANDER FUNDING TRUST II, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Notes Trustee TABLE OF CONTENTS Page Article I Definitions; Interpretation 2 Section 1.1 Definitions 2 Section 1.2 Interpretation 9 Article II Issuan |
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| August 14, 2023 |
Exhibit 99.2 PRESS RELEASE NRG Energy, Inc. Announces Proposed Offering of Pre-Capitalized Trust Securities to Replace Maturing Pre-Capitalized Trust Securities Houston, TX—August 14, 2023—NRG Energy, Inc. (NYSE:NRG) announced a proposed offering of pre-capitalized trust securities redeemable 2028 (the “P-Caps”) by Alexander Funding Trust II, a newly-formed Delaware statutory trust (the “Trust”). |