NRG 8-K Current Reports

Leadership ChangesRegulation FDExhibits & Filings

NRG Energy 8-K Report, Financial Results (Aug 4, 2026)

NRG Energy, Inc. furnished a press release reporting second-quarter 2026 results for the quarter ended June 30, 2026, and reaffirmed its 2026 guidance. GAAP net income was $506 million, or $2.32 basic EPS, compared with a net loss of $104 million in the prior-year quarter. The filing attributes the improvement mainly to the portfolio of assets acquired from LS Power and higher realized East capacity prices, and notes that unrealized non-cash hedge gains also helped. Non-GAAP results were more mixed: Adjusted EBITDA rose to $1,217 million from $909 million, but Adjusted Net Income fell to $315 million from $339 million and Adjusted EPS declined to $1.49 from $1.73, which the filing ties to higher interest expense and depreciation and amortization from the LS Power acquisition and to new shares issued in the transaction. Segment performance diverged. Texas Adjusted EBITDA fell to $381 million from $512 million, driven by higher supply costs, mild weather (including a roughly 30% decrease in heating degree days), and added operating expenses for new generation assets. East Adjusted EBITDA rose to $469 million from $99 million on the new generation assets, CPower, and higher capacity prices. Vivint Smart Home Adjusted EBITDA increased to $301 million from $259 million on higher new customer adds and higher monthly recurring service margin per customer. On strategy, NRG said it is aligned with a leading global cloud and AI hyperscaler on principal commercial terms for a 1.2 GW combined cycle natural gas facility in Texas, subject to final documentation and approvals. The company also reported commercial operations at its 415 MW T.H. Wharton facility on May 26, 2026, with its two remaining Texas Energy Fund projects described as on time and on budget. Liquidity declined to $5.3 billion from $9.6 billion at December 31, 2025, primarily due to funding the LS Power and CPower acquisition, and the company plans $1.0 billion of 2026 share repurchases and approximately $407 million of 2026 common dividends.

Aug 4, 2026 8-K

Other Events

NRG Energy 8-K Report, Corporate Update (Jul 15, 2026)

NRG Energy, Inc. filed a Form 8-K under Item 8.01 (Other Events) reporting the results of the PJM Interconnection capacity auction for the 2028-2029 delivery year, which PJM announced on July 14, 2026. According to the filing, NRG's total cleared power plant generation capacity in PJM was 6,839 MW at an average clearing price of $325 per MW-day. The filing is brief and contains no other financial results, guidance, or operational updates. Its key figures are the cleared capacity volume and the clearing price, which together indicate the scale of NRG's capacity revenue position in PJM for that delivery year. Investors would look to these figures as a benchmark for the company's expected capacity-related earnings in the 2028-2029 period. The filing also includes standard forward-looking statement cautions, citing general economic conditions, hazards customary in the power industry, and the risks detailed in NRG's most recent Forms 10-K, 10-Q and 8-K filings.

Jul 15, 2026 8-K

NRG Energy 8-K Report, Executive Changes (May 21, 2026)

NRG Energy, Inc. filed a Current Report on Form 8-K dated May 21, 2026, to disclose the appointment of Glenn Wright as an independent director, effective May 26, 2026. The Board appointed him on the recommendation of the Governance and Nominating Committee, and he was also named to the Finance and Risk Management Committee. The filing states he has no arrangement or understanding with any other person regarding his appointment and no direct or indirect material interest in any related-party transaction required to be disclosed under Item 404(a) of Regulation S-K. He will participate in the company's director compensation program, as described in the 2026 Proxy Statement filed March 18, 2026. Dr. Wright, age 60, most recently served as Senior Vice President, Shell Energy Americas, and President and Chief Executive Officer, Shell New Energies, US, from 2020 to 2025. Before that he held Shell leadership roles in energy trading and business development from 2005 to 2020, and he currently serves on the board of Hydrostor Inc., a private energy storage company based in Canada. The accompanying press release, filed as Exhibit 99.1, states that his appointment brings the Board to 11 members. For investors, the filing is a governance update rather than a financial disclosure. It contains no financial results, guidance, or financial figures. The filing emphasizes Dr. Wright's experience in power and gas trading, renewable generation, and integrated energy solutions, which the company says will support its focus on disciplined execution and long-term value creation.

May 21, 2026 8-K

NRG Energy 8-K Report, Financial Results (May 6, 2026)

NRG Energy, Inc. reported first-quarter 2026 results in a press release furnished as Exhibit 99.1 to this Form 8-K. GAAP Net Income was $125 million, or $0.52 basic EPS, compared with $750 million in the prior-year quarter. The filing attributes the decline primarily to unrealized non-cash losses from mark-to-market economic hedges as natural gas prices fell, along with mild Texas weather, higher East supply costs during Winter Storm Fern, and the absence of prior-year W.A. Parish insurance proceeds. Non-GAAP Adjusted EBITDA was $1,080 million versus $1,126 million, Adjusted EPS was $1.49 versus $2.68, and Free Cash Flow before Growth Investments was $(66) million versus $293 million. NRG reaffirmed its 2026 guidance, including Adjusted EBITDA of $5,325 million to $5,825 million, Adjusted EPS of $7.90 to $9.90, and FCFbG of $2,800 million to $3,300 million. The company plans $1.0 billion in share repurchases and approximately $407 million in common dividends for 2026, with $817 million of repurchases completed through April 30, 2026. Liquidity was $3.3 billion at March 31, 2026, down $6.4 billion from year-end, reflecting the acquisition of generation assets and CPower from LS Power. Management also noted that the 415 MW T.H. Wharton facility is expected to reach commercial operations by the end of May 2026, and that Robert Gaudette succeeded Larry Coben as CEO on April 30, 2026.

May 6, 2026 8-K

Shareholder Matters

NRG Energy 8-K Report, Shareholder Vote Results (May 1, 2026)

NRG Energy, Inc. reported in this Form 8-K that its stockholders voted on five proposals at its annual meeting held April 30, 2026. The filing reports final voting results for each proposal, which are described in more detail in the company's definitive proxy statement filed March 18, 2026, as supplemented April 16, 2026. All ten director nominees were elected, and each received a majority of the votes cast. Stockholders approved the advisory vote on named executive officer compensation, with 161,705,353 votes for and 23,327,618 against. They also ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026, with 190,836,342 votes for and 7,590,890 against. In addition, they approved the NRG Energy, Inc. 2026 Long-Term Incentive Plan (the "New LTIP"), with 178,246,024 votes for and 6,777,642 against. A stockholder proposal to give shareholders the ability to call a special shareholder meeting was also recorded as approved, with 102,919,685 votes for and 82,121,166 against, plus 250,959 abstentions. The filing lists 13,218,017 broker non-votes on the director, compensation, and incentive plan proposals.

May 1, 2026 8-K/A

Material AgreementsFinancial EventsRegulation FD+1

NRG Energy 8-K/A Report, Executive Changes (Apr 30, 2026)

NRG Energy, Inc. filed this Form 8-K/A to amend its January 7, 2026 Current Report and disclose the material terms of the employment agreement with Robert J. Gaudette, who was appointed Chief Executive Officer effective April 30, 2026 (he was appointed President effective January 6, 2026). Mr. Gaudette's employment agreement sets an annual base salary of $1,200,000, a target annual bonus of 125% of base salary, and a supplemental fiscal 2026 relative performance stock unit (RPSU) grant with a target grant-date fair value of $5,072,285. For fiscal 2027 he will be eligible for an equity grant with a target grant-date fair value of no less than 825% of base salary. Severance under the agreement is two times base salary upon an involuntary termination without cause or resignation for good reason, or 2.99 times the sum of base salary and target bonus if the termination occurs within 6 months before or 24 months after a change in control, plus a prorated target bonus and up to 18 months of COBRA reimbursement. The agreement also includes a best-after-tax provision for Section 4999 excise taxes and one-year post-termination non-competition and non-solicitation restrictions. The filing also discloses the transition of Lawrence S. Coben, who stepped down as CEO and Chair of the Board effective April 30, 2026. Under his Transition and Retirement Agreement, Dr. Coben will serve as a non-executive employee advisor through January 4, 2027, at an annualized base salary of $739,500, with a 2026 target bonus of $1,848,750 subject to proration. His equity awards granted at least 12 months before April 30, 2026 will continue to vest under their terms because he is retirement eligible.

Apr 30, 2026 8-K

NRG Energy 8-K Report, Material Agreement (Apr 28, 2026)

On April 28, 2026, NRG Energy, Inc. sold $500 million of 4.955% senior secured first lien notes due 2031 and $1,050 million each of 5.875% senior notes due 2034 and 6.125% senior notes due 2036 in unregistered offerings under Rule 144A and Regulation S. The notes are guaranteed by the company's wholly-owned U.S. subsidiaries that guarantee its credit agreement, and the secured notes share first-priority liens with the credit agreement lenders and existing senior secured noteholders. The company said it will use the proceeds, together with a new term loan, to repay part of its revolving credit facility, to fund the tender price for Lightning Power, LLC's 7.250% senior secured notes due 2032, and to cover fees and expenses, with any remainder for general corporate purposes. The company also entered into a Sixteenth Amendment to its Second Amended and Restated Credit Agreement, establishing a $900.0 million Incremental Term Loan B facility maturing April 28, 2033, with 1% annual amortization. Borrowings bear interest at either the Alternate Base Rate plus 0.75% or Term SOFR plus 1.75%, at the company's election. The facility is secured on a first-lien basis by substantially all assets of the company and its guarantor subsidiaries. Separately, a press release furnished as Exhibit 99.1 reports early results of Lightning's cash tender offer for its $1,500 million of 7.250% senior secured notes due 2032. Approximately $1,495,054,000, representing 99.67% of the outstanding notes, were validly tendered by the April 27, 2026 early tender deadline. Holders receive a total consideration of $1,063.75 per $1,000 principal amount, including a $50 early tender payment. Lightning received the consents needed to strip most restrictive covenants and release the guarantees and collateral, effective on the early settlement date of April 29, 2026. Lightning has also issued a notice to redeem all remaining notes on May 13, 2026, at the tender offer consideration plus accrued interest, although the release states no assurance that any notes will be redeemed.

Apr 28, 2026 8-K

NRG Energy 8-K Report, Regulation FD Disclosure (Apr 14, 2026)

NRG Energy, Inc. announced on April 14, 2026 concurrent offerings of senior notes and a related tender offer. The company priced $500 million of 4.955% senior secured first lien notes due 2031, $1,050 million of 5.875% senior unsecured notes due 2034, and $1,050 million of 6.125% senior unsecured notes due 2036. The Secured Notes are secured by a first priority security interest in the same collateral pledged for NRG's credit agreement and existing senior secured notes, and all Notes are guaranteed by NRG's current and future wholly-owned U.S. subsidiaries that guarantee the term loans under its credit agreement. NRG intends to use the net proceeds, together with a proposed new $900 million term loan B, to repay a portion of revolving credit facility borrowings, fund the Lightning tender offer, pay fees and expenses and premiums, and use any remainder for general corporate purposes. The Offerings are not conditioned on each other, the New TLB, or the Tender Offer. Also on April 14, 2026, NRG's wholly-owned subsidiary Lightning Power, LLC commenced a cash tender offer for any and all of its $1,500 million outstanding 7.250% senior secured notes due 2032, alongside a consent solicitation. The consent solicitation seeks to eliminate substantially all restrictive covenants, certain affirmative covenants and events of default, and to release all guarantees and collateral securing those notes. Holders tendering by the Early Tender Deadline of April 27, 2026 would receive a total consideration of $1,063.75 per $1,000 principal amount, including a $50 early tender payment; the Expiration Time is May 12, 2026. Lightning also currently intends to exercise redemption rights for up to 10.0% of the principal amount in each of two separate redemptions at 103.0% of principal, though the filing states no assurance that any notes will be redeemed. The filing is a Regulation FD disclosure furnishing three press releases and does not include financial results. The Notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and NRG does not intend to register the resale of the Notes.

Apr 14, 2026 8-K

Material AgreementsOther EventsExhibits & Filings

NRG Energy 8-K Report, Executive Changes (Apr 7, 2026)

NRG Energy, Inc. filed this Current Report on Form 8-K dated April 7, 2026, to disclose a board change. On April 2, 2026, director E. Spencer Abraham informed the Board of his intention to resign, effective April 3, 2026, for personal reasons. The filing states that his decision was not the result of any disagreement with the Company, management, or the Board regarding its operations, policies or practices. The filing also notes that, as disclosed in the company's definitive proxy statement on Schedule 14A filed March 18, 2026, Mr. Abraham is not standing for re-election at the annual stockholder meeting scheduled for April 30, 2026. The filing describes this as part of the Board's ongoing succession planning. For investors, the filing reports a governance change only. It contains no financial results, guidance, or transaction information, and no successor director is named in this report.

Apr 7, 2026 8-K

NRG Energy 8-K Report, Material Agreement (Mar 4, 2026)

On March 2, 2026, NRG Energy, Inc. entered into an underwriting agreement with Lightning Power Holdings, LLC, Thunder Generation, LLC, and CCS Power Holdings, LLC (the Selling Stockholders) and Barclays Capital Inc. and Citigroup Global Markets Inc. as representatives of the underwriters. The Selling Stockholders agreed to sell 14,300,000 shares of NRG common stock in a registered public offering, and granted the underwriters a 30-day option to buy an additional 2,145,000 shares. The company will not receive any proceeds from the offering. The offering priced at $164.00 per share, for approximately $2,345,200,000 in gross proceeds to the Selling Stockholders before underwriting discounts and commissions, and was expected to close on March 4, 2026. Concurrently, NRG agreed on February 27, 2026 to repurchase 1,829,269 shares from the Selling Stockholders at the offering price, for a total payment of approximately $300 million. The repurchase was made under the company's existing share repurchase program and closed alongside the offering on March 4, 2026. The shares sold by the Selling Stockholders were originally issued by NRG on January 30, 2026 as consideration for the LS Power transaction, under a Purchase and Sale Agreement dated May 12, 2025. The Selling Stockholders hold 8,120,731 remaining shares that were not sold in the offering or repurchased by the company. These are subject to a 45-day lock-up beginning March 2, 2026. NRG waived the six-month lock-up under the Registration Rights Agreement for all LSP Shares, which had otherwise run through July 30, 2026. The filing also includes a legality opinion from White & Case LLP and the launch and pricing press releases.

Mar 4, 2026 8-K

NRG Energy 8-K Report, Corporate Update (Mar 2, 2026)

NRG Energy, Inc. filed this Form 8-K on March 2, 2026 to provide financial information related to its acquisition of the Acquired Companies (Lightning Power, Linebacker Power Funding, CCS Power Finance Co / CPower, and Jack County Power Development), which the Company consummated on January 30, 2026 under a Purchase and Sale Agreement dated May 12, 2025. The filing supplements the Form 8-K/A filed February 2, 2026 by including audited financial statements of the acquired entities as of and for the periods ended December 31, 2025 and 2024 (with certain earlier-period statements incorporated by reference), along with NRG's unaudited pro forma combined financial information as of and for the year ended December 31, 2025. The filing states that the pro forma information is presented for informational purposes only and does not represent actual results or project future operating results. The pro forma exhibit states the purchase price consisted of 24,250,000 shares of NRG common stock and $6.4 billion plus preliminary working capital and other adjustments of $0.5 billion in cash, and that NRG assumed approximately $3.2 billion of debt. The LS Power portfolio is described as including 18 natural gas-fired and dual fuel facilities totaling approximately 13 GW across nine states, plus CPower, a demand response platform with more than 2,000 commercial and industrial customers. The preliminary purchase price allocation reflects total preliminary consideration of $10,579 million, including $6,851 million cash and $3,728 million in stock, with preliminary goodwill of $1,856 million and identifiable intangible assets of $340 million. The pro forma statement of operations shows combined 2025 revenue of $33,471 million and net income of $943 million, compared with NRG historical revenue of $30,713 million and net income of $864 million. For investors, the key points are the scale of the acquisition, the cash and stock consideration, the debt-funded portion (including a $2.494 billion draw on the revolving credit facility and senior notes), and the preliminary nature of the purchase accounting, which the filing notes may change materially. The filing also indicates that pro forma figures do not reflect potential synergies or restructuring costs.

Mar 2, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

NRG Energy 8-K Report, Financial Results (Feb 24, 2026)

NRG Energy, Inc. reported full-year 2025 results that exceeded its raised 2025 guidance ranges, with GAAP Net Income of $864 million (down $261 million from $1,125 million in 2024), Adjusted Net Income of $1,606 million, Adjusted EPS of $8.24 (versus $6.83), Adjusted EBITDA of $4,087 million, and Free Cash Flow before Growth Investments (FCFbG) of $2,210 million. The year-over-year GAAP decline was primarily driven by unrealized non-cash mark-to-market losses on economic hedges, compared with gains in 2024. Fourth-quarter 2025 GAAP Net Income was $66 million, against $643 million in the same period of 2024, and Adjusted EPS was $1.04, against $1.56. The most significant event was the January 30, 2026 closing of the acquisition of 18 natural-gas and dual-fuel facilities totaling 13 GW across nine states, plus CPower's C&I demand response platform, from LS Power. NRG issued $4.9 billion of notes in October 2025 to partly fund the deal, and total liquidity stood at $9.6 billion at December 31, 2025. The company reaffirmed 2026 guidance, which now reflects about 11 months of ownership of the acquired assets: Adjusted EPS of $7.90 to $9.90, Adjusted EBITDA of $5,325 million to $5,825 million, and FCFbG of $2,800 million to $3,300 million. It also extended its 14%+ Adjusted EPS growth target through 2030. Capital returns remained a focus. NRG returned $1.6 billion to shareholders in 2025 ($1.3 billion in share repurchases and $344 million in common dividends), plans $1.0 billion in repurchases and about $400 million in dividends for 2026, and declared a quarterly dividend of $0.475 per share. The filing also notes progress on Texas Energy Fund projects, with a $370 million 3% loan for the 443 MW Greens Bayou facility and 1.5 GW across three projects supported by $1.15 billion of low-interest financing, with the first project expected online in June 2026.

Feb 24, 2026 8-K

NRG Energy 8-K Report, Executive Changes (Feb 4, 2026)

NRG Energy, Inc. filed this Form 8-K on February 4, 2026 to report the appointment of Sanjay Kapoor as an independent director, effective February 3, 2026. The Board appointed him on the recommendation of the Governance and Nominating Committee, and he also joined the Audit Committee. The filing states he has no arrangement with any person other than the Company and no material interest in any related-person transaction under Item 404(a) of Regulation S-K. Mr. Kapoor, age 65, previously served as Executive Vice President and Chief Financial Officer of Spirit AeroSystems, Inc. from 2013 to 2019, and spent more than two decades at Raytheon (2004-2013) and United Technologies (1990-2004). He currently serves on the boards of Crane Company (NYSE-listed) and SAAB, Inc. He will participate in the director compensation program described in the Company's 2025 Proxy Statement. The press release attached as Exhibit 99.1 states the appointment brings NRG's Board to 11 members. CEO and Chair Larry Coben said Kapoor's financial insight and experience overseeing complex public companies will strengthen Board oversight. The filing contains no financial results, guidance, or operational updates.

Feb 4, 2026 8-K/A

NRG Energy 8-K/A Report, Corporate Update (Feb 2, 2026)

NRG Energy, Inc. filed this Form 8-K/A on February 2, 2026 to amend its Initial 8-K, which reported the completion on January 30, 2026 of the transactions under the May 12, 2025 Purchase and Sale Agreement with LS Power. The Buyer Entities acquired all equity interests in Lightning Power, LLC, Linebacker Power Holdings, LLC, CCS Intermediate HoldCo, LLC and Jack County Power Development, LLC. This amendment adds the historical financial statements of the acquired companies and the unaudited pro forma combined financial information required by Items 9.01(a) and 9.01(b). The filing also references the previously completed April 10, 2025 acquisition of six Rockland Capital power generation facilities adding 738 MW of natural gas-fired assets in Texas. The pro forma materials describe the LS Power Portfolio as 18 natural gas-fired facilities totaling approximately 13 GW across nine states, plus CPower, a commercial and industrial virtual power plant with approximately 6 GW of capacity and more than 2,000 customers. Consideration consists of $6.4 billion in cash plus preliminary working capital and other adjustments of $0.5 billion, and 24,250,000 shares of NRG common stock. NRG also assumed approximately $3.2 billion of debt. The cash portion is funded by $3.6 billion of unsecured corporate debt, $743 million of secured corporate debt, and $2.5 billion from the Revolving Credit Facility, with the bridge facility terminated October 8, 2025. For investors, the pro forma statements show NRG's nine-month 2025 pro forma revenue of $25,086 million and pro forma net income available for common shareholders of $896 million, compared with historical NRG figures of $22,960 million and $747 million. The purchase price allocation is preliminary, with goodwill of $1,697 million and identifiable intangibles of $340 million, and the filing notes these figures could change materially.

Feb 2, 2026 8-K

Acquisitions & DispositionsMaterial AgreementsFinancial Events+3

NRG Energy 8-K Report, Regulation FD Disclosure (Feb 2, 2026)

On February 2, 2026, NRG Energy, Inc. updated its 2026 financial guidance to reflect the expected contribution of the portfolio of assets it acquired from LS Power, which closed on January 30, 2026. The updated guidance includes approximately 11 months of ownership of these assets in 2026, or approximately 90% of the acquired portfolio's estimated full-year 2026 contribution. The company states that its previously communicated 2026 outlook remains unchanged, with the acquired assets' expected contribution incorporated into it. The update sets new 2026 guidance ranges: Adjusted Net Income of $1,685 million to $2,115 million, Adjusted EPS of $7.90 to $9.90, Adjusted EBITDA of $5,325 million to $5,825 million, and Free Cash Flow before Growth (FCFbG) of $2,800 million to $3,300 million. Adjusted Net Income and Adjusted EPS are newly initiated guidance metrics, while Adjusted EBITDA and FCFbG are updated ranges. The company does not guide to GAAP Net Income, which it projects in a range of $1,325 million to $1,755 million for reference in its reconciliation, because of derivative fair value adjustments. NRG plans to report full-year and fourth-quarter 2025 results on February 24, 2026, and says it will provide additional detail on its long-term outlook at that time. The filing also contains standard cautionary language on forward-looking statements, including risks tied to integrating the LS Power assets, realizing expected synergies, and commodity and regulatory conditions.

Feb 2, 2026 8-K

NRG Energy 8-K Report, Material Agreement (Jan 30, 2026)

On January 30, 2026, NRG Energy, Inc. completed the previously announced acquisition from LS Power of a portfolio of power generation assets and CPower, a commercial and industrial virtual power plant (C&I VPP) platform. The Transaction was governed by a Purchase and Sale Agreement dated May 12, 2025. The purchase price consisted of $6.4 billion in cash (subject to adjustments), 24,250,000 shares of NRG common stock, and the assumption of approximately $3.2 billion of debt of the Acquired Companies. NRG said it funded the cash portion using proceeds from its October 8, 2025 offerings of $1.25 billion senior secured notes and $3.65 billion senior unsecured notes, together with borrowings under its revolving credit facility. The Sellers received NRG common stock and entered into a registration rights agreement giving them piggyback and shelf registration rights, with NRG required to file a Form S-3 resale registration statement subject to conditions. The shares are subject to a lock-up ending July 30, 2026. The Selling Stockholders also entered into a voting trust agreement with Wilmington Savings Fund Society, FSB, as trustee, limiting their aggregate voting rights to below 10% of NRG's outstanding common stock to address Federal Energy Regulatory Commission requirements related to approval of the Transaction. The Acquired Companies' Lightning Power notes ($1,500 million 7.250% Senior Secured Notes due 2032) and a Lightning credit facility, including a $1.75 billion term loan and a $600 million revolving facility, remain outstanding as obligations of Lightning. According to the accompanying press release (Exhibit 99.1), NRG's generation fleet now totals approximately 25 GW, which the company describes as roughly doubling its generation capacity, including 18 natural-gas-fired facilities totaling about 13 GW acquired in the Transaction. NRG stated the transaction supports demand response and virtual power plant capabilities. NRG said it will file the required financial statements of the Acquired Companies and pro forma financial information by amendment to this Form 8-K.

Jan 30, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

NRG Energy 8-K Report, Executive Changes (Jan 7, 2026)

NRG Energy, Inc. filed a Form 8-K dated January 7, 2026 announcing a leadership succession plan. The Board of Directors appointed Robert Gaudette, the Company's current Executive Vice President, NRG Business and Wholesale Operations, as President of the Company effective immediately on January 6, 2026, and as Chief Executive Officer effective April 30, 2026, the date of the next annual meeting of stockholders. Mr. Gaudette will also be a director nominee at that meeting. Lawrence Coben, Ph.D., will resign as President effective immediately, remain as Chief Executive Officer and Chair of the Board through April 30, 2026, and then serve as an advisor through the end of the 2026 fiscal year to facilitate an orderly transition. The filing states that Dr. Coben's departure is not the result of any disagreement with the Company on its operations, policies, or practices. The Board has appointed Antonio Carrillo, a director since 2019 and Lead Independent Director, to succeed Dr. Coben as Chair of the Board effective April 30, 2026. The filing states that Mr. Gaudette's compensation has not yet been finalized by the Compensation Committee and the Board, and that the Company will provide this information by amending the report once it is available. The filing also notes that Mr. Gaudette has no family relationships with any director or executive officer and no related-party transactions requiring disclosure under Item 404(a). The filing's press release describes Mr. Gaudette as having joined NRG in 2001 and leading one of the largest business-to-business retail gas, power and demand response platforms in North America, along with the Company's power generation operations. For investors, the key takeaways are a planned, pre-announced transition with overlapping roles through April 30, 2026, and a continuity-focused message from the Board regarding the new leadership.

Jan 7, 2026 8-K

NRG Energy 8-K Report, Executive Changes (Jan 2, 2026)

NRG Energy, Inc. filed this Form 8-K on January 2, 2026 to report a single board change under Item 5.02. Director Kevin T. Howell informed the Board of Directors of his intention to resign from the Board, effective immediately, to pursue another opportunity. The filing states that his decision was not the result of any disagreement with the Company, management, or the Board on any matter relating to the Company's operations, policies or practices. The filing contains no financial results, operating metrics, guidance, or transaction terms. It does not name a successor or state any plan to fill the vacancy. The report was signed by Corporate Secretary Christine A. Zoino and dated January 2, 2026. For investors, the event is a routine governance change with no stated disagreement, though the filing gives no detail beyond the stated reason of pursuing another opportunity.

Jan 2, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

NRG Energy 8-K Report, Financial Results (Nov 6, 2025)

NRG Energy, Inc. reported third-quarter 2025 results on November 6, 2025 (furnished as Exhibit 99.1). GAAP Net Income was $152 million, or $0.70 basic EPS, compared with a net loss of $767 million in the prior-year quarter. Non-GAAP results improved: Adjusted Net Income was $537 million, Adjusted EPS was $2.78, Adjusted EBITDA was $1,205 million versus $1,055 million a year earlier, and Free Cash Flow before Growth Investments (FCFbG) was $828 million. Texas Adjusted EBITDA rose to $807 million from $584 million, driven by improved margins and supply cost optimization, while East and West/Services/Other declined. NRG reaffirmed its 2025 guidance, which was raised on September 17, 2025, with Adjusted EBITDA guidance of $3,875-$4,025 million and Adjusted EPS guidance of $7.55-$8.15. For 2026, the company initiated standalone guidance excluding the pending LS Power portfolio acquisition, with Adjusted EBITDA of $3,925-$4,175 million and FCFbG of $1,975-$2,225 million. The Board approved a new $3 billion share repurchase authorization through 2028, with $1 billion expected in 2026, and an 8% increase in the annual dividend to $1.90 per share. The LS Power acquisition of a portfolio including 13 GW of natural gas-fired generation and a 6 GW Commercial & Industrial Virtual Power Plant platform remains on track to close in the first quarter of 2026, subject to regulatory approvals. NRG closed $4.9 billion of senior notes in October 2025 to fund the cash portion of that acquisition and repay December 2025 maturities. Total liquidity was $6.5 billion at September 30, 2025.

Nov 6, 2025 8-K

NRG Energy 8-K Report, Material Agreement (Oct 8, 2025)

NRG Energy, Inc. reported on October 8, 2025 that it sold and issued a total of $5.9 billion in senior notes across four tranches. The offering consisted of $625 million of 4.734% senior secured first lien notes due 2030 and $625 million of 5.407% senior secured first lien notes due 2035, both secured by the same collateral pledged under the company's credit agreement, along with $1,250 million of 5.750% senior notes due 2034 and $2,400 million of 6.000% senior notes due 2036. The notes were sold in a private placement under Rule 144A and Regulation S, and are guaranteed by the company's wholly-owned U.S. subsidiaries that guarantee its term loans. The company stated it intends to use part of the net proceeds to partially fund the cash portion of the purchase price for its previously announced acquisition of Lightning Power, LLC, Linebacker Power Holdings, LLC, CSS Intermediate HoldCo, LLC and Jack County Power Development, LLC. It also plans to use part of the 2035 Notes proceeds to repay in full its $500 million of 2.000% senior secured first lien notes maturing December 2, 2025. For investors, the filing shows a large debt financing that funds an acquisition and refinances near-term maturities, with secured and unsecured tranches providing different claims on collateral. The filing does not state the net proceeds or the total purchase price of the acquisition.

Oct 8, 2025 8-K

Material AgreementsFinancial Events

NRG Energy 8-K Report, Material Agreement (Oct 1, 2025)

NRG Energy, Inc. disclosed in this Form 8-K, dated October 1, 2025, that its indirect wholly-owned subsidiary NRG Cedar Bayou 5 LLC (the Borrower) entered into a credit agreement on September 26, 2025 providing for an aggregate principal amount of up to $561,901,530. The lender is the Public Utility Commission of Texas, with Wilmington Trust, National Association serving as administrative and collateral agent. Proceeds will finance approximately 60% of anticipated eligible costs to develop, construct, and install an approximately 721 MW natural gas-fired combined-cycle power generation facility in Chambers County, Texas, within the Electric Reliability Council of Texas (ERCOT). The loans bear interest at 3.00%, payable quarterly, with interest paid in kind by capitalizing it into principal until commercial operation of the Project is achieved. The final maturity date is September 26, 2045. NRG also entered into an equity contribution agreement and guaranty on the same date, under which the Company agrees to guarantee the Borrower's payment obligations under the credit agreement. The agreement includes a 60% loan-to-eligible-cost limit, project performance covenants, negative covenants restricting indebtedness and asset sales, and mandatory prepayment triggers. An event of default occurs if the Project has not achieved commercial operation by December 1, 2028, at which point the lender may accelerate outstanding principal and accrued interest, subject to cure periods. For investors, the filing discloses a significant new financing commitment tied to a new gas-fired generation build-out, with the parent guaranteeing repayment obligations and a firm commercial operation deadline that serves as the key execution milestone.

Oct 1, 2025 8-K

NRG Energy 8-K Report, Regulation FD Disclosure (Sep 24, 2025)

On September 24, 2025, NRG Energy, Inc. disclosed under Item 7.01 that it is conducting concurrent offerings of senior secured first lien notes (due 2030 and 2035) and senior unsecured notes (due 2034 and 2036), made under Rule 144A and Regulation S, to help fund the previously announced LSP Acquisition. The acquisition, agreed May 12, 2025, covers approximately 13 GW of natural gas-fired generation and a commercial and industrial virtual power plant platform with approximately 6 GW of capacity, acquired from affiliates of LS Power. The Company previously disclosed that the LSP Portfolio is expected to contribute approximately $1,600 million to consolidated Adjusted EBITDA, including revenue enhancements that the Company expects to increase annual run-rate Adjusted EBITDA by approximately $800 million, to be achieved within 18 months of closing. The filing notes there is no guarantee these levels will be achieved. The filing also covers Texas Energy Fund financing. A $216 million First TEF loan from the PUCT, dated July 31, 2025, supports the T.H. Wharton facility and carries a 3.000% fixed rate maturing July 31, 2045, with $176 million disbursed since July 2025. NRG anticipates a $562 million Second TEF loan in September 2025 for Cedar Bayou, with a $200 million initial disbursement expected that month. Per the press release, NRG intends to use part of the net proceeds to repay its $500 million 2.000% senior secured first lien notes at maturity on December 2, 2025. The filing provides historical financial statements and pro forma information for the acquired entities as exhibits. The pro forma combined statements show the transaction's scale. Under the Purchase Agreement, the consideration is 24,250,000 NRG shares plus $6.4 billion in cash, and NRG will assume approximately $3.2 billion of debt. The pro forma figures are preliminary and assume permanent financing of about $4.4 billion in notes and a $2.0 billion revolver draw.

Sep 24, 2025 8-K

NRG Energy 8-K Report, Regulation FD Disclosure (Sep 24, 2025)

NRG Energy, Inc. priced concurrent offerings of senior notes on September 24, 2025, as announced in a press release furnished as Exhibit 99.1. The offerings comprise two tranches of senior secured first lien notes totaling $1,250 million ($625 million of 4.734% notes due 2030 and $625 million of 5.407% notes due 2035) and two tranches of senior unsecured notes totaling $3,650 million ($1,250 million of 5.750% notes due 2034 and $2,400 million of 6.000% notes due 2036). The Notes will be guaranteed by NRG's current and future wholly-owned U.S. subsidiaries that guarantee its credit agreement term loans, and the Secured Notes will be secured by a first priority interest in the same collateral pledged to credit agreement lenders. The Secured Notes Offering and Unsecured Notes Offering are not conditioned on each other. NRG intends to use a portion of the net proceeds to partially fund the cash portion of the purchase price for its previously announced acquisition (the "LSP Acquisition") of equity interests in Lightning Power, LLC, Linebacker Power Holdings, LLC, CSS Intermediate HoldCo, LLC and Jack County Power Development, LLC. In addition, a portion of the proceeds from the 2035 Notes will be used to repay in full the $500 million 2.000% senior secured first lien notes maturing December 2, 2025. The Notes are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act. NRG does not intend to file a registration statement for resale of the Notes. The filing's forward-looking statements flag risks including the inability to close, or delay in closing, the LSP Acquisition.

Sep 24, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

NRG Energy 8-K Report, Regulation FD Disclosure (Sep 17, 2025)

On September 17, 2025, NRG Energy, Inc. furnished a Form 8-K under Item 7.01 (Regulation FD) attaching a press release that raised its 2025 financial guidance. The company increased Adjusted Net Income guidance to $1,470 - $1,590 million from $1,330 - $1,530 million, a midpoint increase of $100 million. Adjusted EPS guidance rose to $7.55 - $8.15 from $6.75 - $7.75, a midpoint increase of $0.60. Adjusted EBITDA guidance increased to $3,875 - $4,025 million from $3,725 - $3,975 million, a midpoint increase of $100 million, and Free Cash Flow before Growth (FCFbG) guidance increased to $2,100 - $2,250 million from $1,975 - $2,225 million, a midpoint increase of $75 million. The company attributed the revision to exceptional business performance across all segments and favorable weather in the first quarter. Company management said NRG was raising guidance after the summer for the second straight year. The Chair, President, and CEO, Larry Coben, cited the strength of the platform and the team's execution. The reconciliation tables show that the revised figures reflect a lower interest expense, net of $625 million (versus the prior level of $635 million), a higher assumed ARO expense of $30 million, and higher acquisition and divestiture integration and transaction costs of $75 million (versus $20 million). The revised guidance also includes $100 million of property insurance proceeds and $180 million of reserves for legal matters within other and non-recurring charges. The filing also states that NRG will report third quarter 2025 financial results on Thursday, November 6, 2025, with a conference call and webcast at 9:00 a.m. EST. The guidance figures are non-GAAP measures, and the company does not guide to GAAP Net Income because of the impact of derivative fair value adjustments. The forward-looking statements caution that the proposed acquisition of a portfolio of assets from LS Power, along with its financing and regulatory approvals, remains a risk factor.

Sep 17, 2025 8-K

Earnings & Results

NRG Energy 8-K Report, Financial Results (Aug 6, 2025)

NRG Energy, Inc. filed this Form 8-K on August 6, 2025 to furnish its press release reporting second-quarter 2025 results for the quarter ended June 30, 2025. The company reported a GAAP Net Loss of $(104) million and GAAP EPS (basic) of $(0.62), compared with GAAP Net Income of $738 million in the prior-year quarter. Adjusted Net Income was $339 million and Adjusted EPS was $1.73, versus $353 million and $1.70 a year earlier. Adjusted EBITDA was $909 million, against $962 million in the second quarter of 2024, and Free Cash Flow before Growth Investments (FCFbG) was $914 million, up from $663 million. The company attributed the GAAP loss mainly to unrealized non-cash mark-to-market losses on economic hedges and an increase in reserves for legal matters. NRG reaffirmed its 2025 guidance, including Adjusted EBITDA of $3,725 - $3,975 million, Adjusted EPS of $6.75 - $7.75, and FCFbG of $1,975 - $2,225 million, and said it is trending toward the upper end of those ranges. Strategic updates include 295 MW of long-term retail agreements for data centers on NRG-owned Texas sites, with potential expansion up to 1 GW; a $216 million Texas Energy Fund loan for the T.H. Wharton facility; and an increase in the 2025 Texas Residential Virtual Power Plant target from 20 MW to 150 MW. The pending acquisition of a power portfolio from LS Power, including 13 GW of natural gas-fired generation, is still targeted to close in the first quarter of 2026, with all required regulatory filings submitted. On capital allocation, the company plans $1.3 billion in share repurchases and about $345 million in common dividends for 2025, with $768 million of repurchases completed through July 31, 2025. Cash and cash equivalents fell to $180 million at June 30, 2025, from $966 million at December 31, 2024, while total liquidity was $5.3 billion. The company also closed a $1.0 billion upsize to its Term Loan B on July 22, 2025, and declared a quarterly dividend of $0.44 per share.

Aug 6, 2025 8-K

NRG Energy 8-K Report, Material Agreement (Jul 25, 2025)

On July 22, 2025, NRG Energy, Inc., as borrower, with certain subsidiaries as guarantors, entered into the Fifteenth Amendment to its Second Amended and Restated Credit Agreement, dated as of June 30, 2016, with Citicorp North America, Inc. as administrative agent and collateral agent and a group of lenders. The amendment adds a new $1,000 million incremental term loan B facility that is fungible with the company's existing term loan B facility. The incremental term loans bear interest at the company's election either at a fluctuating base rate plus a 0.75% margin, or at Term SOFR (floor of 0.00%) plus a 1.75% margin, for one-, three-, six- or twelve-month interest periods. The facility matures April 16, 2031 and amortizes at 1% per annum in equal quarterly installments, subject to adjustments needed for U.S. federal tax fungibility with the existing term loan B. The facility is guaranteed by the same subsidiaries that guarantee the revolver and existing term loan B and is secured on a first-lien basis by substantially all assets of the company and those subsidiaries, subject to customary exceptions. It includes customary asset sale mandatory prepayments, reporting covenants, and negative covenants on dividends, investments, indebtedness and other matters. The filing also reports the amendment under Item 2.03 as a direct financial obligation.

Jul 25, 2025 8-K

Material AgreementsSecurities & ListingExhibits & Filings

NRG Energy 8-K Report, Material Agreement (May 16, 2025)

On May 12, 2025, NRG Energy, Inc. entered into a Purchase and Sale Agreement with affiliates of LS Power Equity Advisors, LLC to acquire Lightning Power, Linebacker Power Holdings, CCS Intermediate HoldCo and Jack County Power Development (the "Acquired Companies"). The Transaction has a purchase price consisting of 24,250,000 shares of NRG common stock (Stock Consideration), $6.4 billion in cash, and the assumption of approximately $3.2 billion of debt at Closing. The filing states the Stock Consideration had a value of approximately $2.8 billion based on the 10-day VWAP before announcement, for an aggregate enterprise value of approximately $12.0 billion. Closing is targeted for the end of the first quarter of 2026 and is subject to HSR clearance, approvals from FERC and the New York State Public Service Commission, and other customary conditions; the deal is not subject to a financing condition. The agreement has an End Date of May 12, 2026, extendable for up to six 30-day periods under certain circumstances. A $400 million termination fee is payable by NRG if the agreement is terminated for failure to obtain Required Regulatory Approvals, with an exception tied to Seller breaches related to NYSPSC approval. Upon Closing, the Sellers will enter into a voting trust so that they control less than 10% of NRG's overall voting rights, subject to FERC-permitted exceptions. To fund a portion of the consideration, Citigroup Global Markets Inc. and Goldman Sachs Bank USA committed to provide a senior secured 364-day bridge term loan facility of up to $4.4 billion. The Sellers will receive registered-resale rights on the Stock Consideration under a Registration Rights Agreement and a lock-up that ends six months after Closing.

May 16, 2025 8-K

NRG Energy 8-K Report, Regulation FD Disclosure (May 12, 2025)

On May 12, 2025, NRG Energy, Inc. disclosed under Item 7.01 that it entered into a purchase and sale agreement with LS Power Equity Advisors, LLC to acquire a portfolio of natural gas generation facilities and a commercial and industrial virtual power plant (C&I VPP) platform, CPower, in a cash and common stock transaction. The transaction is valued at approximately $12.0 billion Enterprise Value, representing a 7.5x 2026 EV/EBITDA multiple, or 50% of estimated new build replacement cost. The portfolio includes 18 natural gas-fired facilities totaling approximately 13 GW across nine states, and CPower has approximately 6 GW of capacity serving more than 2,000 commercial and industrial customers. NRG states the acquisition would double its generation capacity to 25 GW. The consideration consists of $6.4 billion in cash, $2.8 billion in stock (24.25 million NRG shares using a 10-day trailing VWAP of $114.98), and $3.2 billion of net debt assumed at closing, less approximately $0.4 billion of the NPV of tax benefits. LS Power is expected to own approximately 11% of pro forma NRG shares outstanding and has committed to a 6-month lock-up. NRG expects the deal to be immediately accretive to Adjusted EPS, and it raised its long-term Adjusted EPS compounded annual growth target to at least 14% from at least 10%. The company also plans to execute $1 billion in annual share repurchases until reaching a leverage target below 3.0x Net Debt to Adjusted EBITDA, then return to its 80/20 capital allocation framework. The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions and regulatory approvals including HSR, FERC, and the New York State Public Service Commission. The definitive agreement itself will be filed in a separate Form 8-K under Item 1.01. NRG also reiterated its 2025 capital allocation plan of $1.3 billion in share repurchases and approximately $345 million in common dividends.

May 12, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

NRG Energy 8-K Report, Financial Results (May 12, 2025)

NRG Energy, Inc. reported first-quarter 2025 results in a press release furnished as Exhibit 99.1 to this Form 8-K. GAAP Net Income was $750 million (GAAP EPS basic $3.70), compared with $511 million a year earlier. Adjusted Net Income was $531 million and Adjusted EPS was $2.68, versus $305 million and $1.46 in the prior-year quarter. Adjusted EBITDA rose to $1,126 million from $870 million, and Free Cash Flow before Growth Investments (FCFbG) was $293 million compared with $(40) million. Cash provided by operating activities was $855 million. The company reaffirmed its 2025 guidance, including Adjusted EPS of $6.75 - $7.75, Adjusted EBITDA of $3,725 - $3,975 million, and FCFbG of $1,975 - $2,225 million. NRG also announced a definitive agreement to acquire a power portfolio from LS Power, including 13 GW of natural gas-fired generation and a commercial and industrial virtual power plant (C&I VPP) business with 6 GW of capacity. The purchase price consists of 24.25 million shares of NRG common stock, $6.4 billion in cash, and the assumption of $3.2 billion in debt, plus working capital. The transaction is expected to close in the first quarter of 2026, subject to customary conditions and approvals including HSR, FERC, and the New York State Public Service Commission. Separately, NRG closed the acquisition of a 738 MW Texas natural gas peaking portfolio from Rockland Capital for $560 million on April 10, 2025. Capital returns remain a focus: the company plans roughly $1.3 billion in share repurchases and about $345 million in common dividends in 2025, and returned $532 million through April 30, 2025. As of March 31, 2025, total liquidity was $5.2 billion, including $0.7 billion of unrestricted cash and $4.5 billion available under credit facilities.

May 12, 2025 8-K

NRG Energy 8-K Report, Rights Modification (May 1, 2025)

NRG Energy, Inc. filed this Form 8-K to report the results of its annual meeting of stockholders held on May 1, 2025. Stockholders approved an amendment and restatement of the Company's Amended and Restated Certificate of Incorporation (the "Restated Charter") to eliminate supermajority voting requirements applicable to common stock, remove obsolete references to a classified board and specify the standard for director removal under Delaware law, and make other technical and administrative updates. The Company filed the Restated Charter with the Delaware Secretary of State on May 1, 2025. Because this amendment changes the rights of security holders, the filing also incorporates the charter disclosure under Item 3.03. All eleven director nominees were elected, each receiving a majority of votes cast. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, with 156,422,984 votes for and 6,046,734 against. They ratified KPMG LLP as the independent registered public accounting firm for fiscal 2025 with 169,768,269 votes for and 5,976,895 against. The Restated Charter proposal to eliminate supermajority voting passed with 162,323,997 votes for and 350,415 against. For investors, the filing is primarily governance-related: it confirms the board slate, endorses executive pay and the auditor, and removes supermajority voting thresholds that previously could make certain shareholder-approved changes harder to adopt. The filing does not contain financial results or operating metrics. It references a definitive proxy statement on Schedule 14A filed March 19, 2025 for further detail on the proposals.

May 1, 2025 8-K

NRG Energy 8-K Report, Executive Changes (Apr 7, 2025)

NRG Energy, Inc. filed this Form 8-K on April 7, 2025 to report an executive leadership change. Rasesh Patel, President of NRG Consumer, has notified the Company of his retirement effective May 19, 2025. The Company has launched a search to identify his replacement, and the press release states it anticipates naming a successor during the second quarter. Mr. Patel will remain available in an advisory role to support the transition of his responsibilities. Patel joined NRG in March 2023 as President of Smart Home following the acquisition of Vivint Smart Home, and in March 2024 expanded his role to lead all of NRG's Consumer businesses, including Home Energy and Smart Home. Per the press release, he led the integration of Smart Home and Home Energy and the development of a residential virtual power plant (VPP) offering. CEO Larry Coben, who is also Chair and President, thanked him for his leadership and described the Consumer platform as positioned for long-term success. For investors, the filing discloses a senior leadership departure in the Consumer segment rather than a financial result or guidance change. The filing does not include financial figures. The press release states Patel will remain in his role through the first-quarter earnings call, so continuity in the Consumer business is expected until the successor is named.

Apr 7, 2025 8-K

NRG Energy 8-K Report, Financial Results (Feb 26, 2025)

NRG Energy, Inc. furnished this Form 8-K on February 26, 2025 to report its financial results for the full year and quarter ended December 31, 2024, via Exhibit 99.1 press release. For full year 2024, the company reported GAAP Net Income of $1.1 billion (GAAP EPS basic $5.14), Adjusted Net Income of $1.4 billion, Adjusted EPS of $6.83, Adjusted EBITDA of $3.8 billion, Cash Provided by Operating Activities of $2.3 billion, and Free Cash Flow before Growth (FCFbG) of $2.1 billion. The company stated it exceeded the top end of its raised 2024 Adjusted EPS guidance and returned $1.263 billion to shareholders, including $925 million in share repurchases and $338 million in common stock dividends. NRG reaffirmed its 2025 guidance, with Adjusted EPS of $6.75 to $7.75, Adjusted EBITDA of $3,725 to $3,975 million, Adjusted Net Income of $1,330 to $1,530 million, and FCFbG of $1,975 to $2,225 million. The company also reiterated a 2025 capital allocation plan that includes $1.3 billion in share repurchases and approximately $345 million in common dividends, and it reported that $174 million of the 2025 repurchase plan had been executed as of February 20, 2025. The release highlights strategic developments: a Project Development Agreement with GE Vernova and Kiewit's subsidiary TIC to develop up to 5.4 GW of new gas-fired combined cycle generation, with first projects expected to commence operations by the end of 2029, and Letters of Intent with two data center developers, Menlo Equities and PowLan, targeting 400 MW of retail supply in an initial phase with potential to scale to 6.5 GW. Texas Energy Fund projects totaling 1.1 GW are in due diligence.

Feb 26, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

NRG Energy 8-K Report, Financial Results (Nov 8, 2024)

NRG Energy, Inc. furnished a press release (Exhibit 99.1) dated November 8, 2024 reporting third quarter 2024 results. GAAP net loss for the quarter was $(767) million, compared with net income of $343 million in the third quarter of 2023, driven primarily by unrealized non-cash mark-to-market losses on commodity hedges. Adjusted EBITDA was $1,055 million (versus $987 million) and Free Cash Flow before Growth Investments (FCFbG) was $815 million (versus $355 million). Adjusted EPS was $1.90 versus $1.57 a year earlier. Cash provided by operating activities was $31 million for the quarter. NRG reaffirmed its raised 2024 guidance, with Adjusted EBITDA of $3,655-$3,805 million, Adjusted Net Income of $1,235-$1,385 million, Adjusted EPS of $5.95-$6.75, and FCFbG of $1,975-$2,125 million. The company increased its 2024 share repurchase allocation to $925 million and initiated 2025 guidance, including Adjusted EBITDA of $3,725-$3,975 million, Adjusted EPS of $6.75-$7.75, and FCFbG of $1,975-$2,225 million. It also announced a 2025 capital allocation plan with $1.3 billion in share repurchases, an 8% increase in the annual common dividend to $1.76 per share, and a long-term Adjusted EPS growth target of greater than 10%. Other developments include the closing of the Airtron HVAC sale on September 16, 2024 for a $500 million purchase price, a definitive partnership with Renew Home and Google Cloud to develop a virtual power plant of up to 1 GW in Texas, and selection of the 415 MW T.H. Wharton peaking facility to proceed to diligence under the Texas Energy Fund. Total liquidity was $6.4 billion as of September 30, 2024, and the company expects to reach investment grade credit metrics by the end of 2024.

Nov 8, 2024 8-K

NRG Energy 8-K Report, Material Agreement (Nov 1, 2024)

NRG Energy, Inc. disclosed on November 1, 2024 that on October 30, 2024 it sold and issued $925 million of 6.00% senior notes due 2033 and $950 million of 6.25% senior notes due 2034 in a private placement under Rule 144A and Regulation S. In a related exchange, it settled and issued $798.2 million of new 5.75% senior notes due 2029 in exchange for an equal principal amount of existing 5.75% APX Group, Inc. notes due 2029, in connection with APX's previously announced exchange offer. The notes are senior unsecured obligations guaranteed by the company's subsidiaries that guarantee its Credit Agreement debt. Net proceeds from the 2033 and 2034 notes, together with incremental term loans and cash on hand, were used to pay the tender price of APX's 6.75% senior secured notes due 2027, repay APX's senior secured credit agreement loans, pay fees and expenses, refinance debt, and fund general corporate purposes. A portion of the proceeds was also used to redeem all of the company's outstanding 6.625% senior notes due 2027. On October 30, 2024, the company also entered into the Tenth and Eleventh Amendments to its Second Amended and Restated Credit Agreement. The Tenth Amendment extended the maturity of the revolving credit facility to October 30, 2029 and made other amendments. The Eleventh Amendment added a $450 million incremental term loan B facility, fungible with the existing term loan B, maturing April 16, 2031, amortizing at 1% per year, and secured on a first lien basis by substantially all assets of the company and guarantor subsidiaries. Pricing is either a base rate plus a 1.00% margin or Term SOFR (floor of 0.00%) plus a 2.00% margin. APX purchased approximately $589 million of its validly tendered 6.75% senior secured notes due 2027 on October 30, 2024, and the company redeemed its remaining 6.625% senior notes due 2027 (of which $375 million was outstanding) on October 31, 2024. Together these actions refinance a substantial amount of near-term debt and extend maturities into 2029 through 2034.

Nov 1, 2024 8-K

Regulation FDOther EventsExhibits & Filings

NRG Energy 8-K Report, Corporate Update (Oct 17, 2024)

On October 16, 2024, NRG Energy, Inc. announced the pricing of an upsized offering of $1,875 million in aggregate principal amount of senior unsecured notes, up from the $1,500 million originally announced. The offering consists of $925 million of 6.00% senior notes due February 1, 2033 and $950 million of 6.25% senior notes due November 1, 2034. The offering is expected to close on October 30, 2024, subject to customary closing conditions. The Notes are guaranteed by NRG's current and future subsidiaries that guarantee indebtedness under its credit agreement, and are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The proceeds, together with a proposed new $450 million term loan B and cash on hand, are intended to fund the tender price for the previously announced tender offer by its wholly-owned subsidiary APX Group, Inc. for APX's 6.75% Senior Secured Notes due 2027, and to repay APX secured term loans of approximately $1.3 billion under APX's senior secured credit agreement. Proceeds from the upsizing are also intended to redeem all outstanding 6.625% Senior Notes due 2027 issued by NRG, of which $375 million aggregate principal amount is outstanding. Any remaining proceeds may be used to refinance other outstanding debt and for general corporate purposes, together with estimated transaction fees, expenses and premiums. For investors, the filing shows a refinancing of higher-cost near-term debt across both NRG and its APX subsidiary, with new notes extending maturities to 2033 and 2034. The filing does not state the financial impact of these transactions on NRG's earnings, leverage, or interest expense.

Oct 17, 2024 8-K

NRG Energy 8-K Report, Regulation FD Disclosure (Oct 15, 2024)

NRG Energy, Inc. disclosed in this Form 8-K, dated October 15, 2024, that it intends to commence a marketing process for up to $1,500 million of new unsecured senior debt (the "Financing"), subject to market conditions and the launch of the tender and exchange offers. There are no assurances the Financing will be consummated. NRG expects to use the proceeds to pay the tender price of the Tender Offer, repay a portion of the outstanding term loan of APX Group, Inc. ("APX"), and, with any remainder, refinance outstanding NRG debt and fund general corporate purposes, and it expects the financing transactions to be leverage neutral. The stated aim is to simplify the capital structure by moving some or all of APX's indebtedness to NRG, enable full integration of Vivint Smart Home into the core portfolio, and extend the maturity profile of consolidated indebtedness. APX, a wholly-owned subsidiary, commenced a cash tender offer for any and all of its outstanding 6.75% senior secured notes due 2027, of which $600 million is outstanding. Concurrently, APX is soliciting consents to eliminate substantially all restrictive and certain affirmative covenants and related events of default, and to release all collateral securing those notes. The early tender payment is $50.00 per $1,000 principal amount for notes tendered by the October 28, 2024 Early Tender Deadline, with the tender offer scheduled to expire November 13, 2024. The Total Consideration is priced at the Treasury yield plus a fixed spread of +50 basis points. Separately, NRG launched an exchange offer for any and all of APX's 5.75% senior notes due 2029, of which $800 million is outstanding, in exchange for new 5.75% senior notes due 2029 issued by NRG and cash. Holders tendering by the October 28, 2024 early tender date receive a total exchange consideration of $1,000 principal amount of new NRG notes plus $1.00 in cash per $1,000 of existing notes, including a $50 principal early tender premium; the exchange consideration is $950 principal plus $50 principal... specifically $950 of new NRG notes and $1.00 in cash for tenders after the early date, with the early tender premium of $50 in new NRG notes. NRG also solicited consents to eliminate substantially all restrictive covenants in the 2029 notes indenture. The new NRG notes have not been registered under the Securities Act.

Oct 15, 2024 8-K

NRG Energy 8-K Report, Regulation FD Disclosure (Sep 25, 2024)

NRG Energy, Inc. filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a September 25, 2024 press release, Exhibit 99.1, announcing that it has raised its 2024 financial guidance. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The company increased its 2024 Adjusted EBITDA guidance to $3,525 million to $3,675 million, from $3,300 million to $3,550 million, a midpoint increase of $175 million. It also raised its Free Cash Flow before Growth (FCFbG) guidance to $1,975 million to $2,125 million, from $1,825 million to $2,075 million, a midpoint increase of $100 million. The release states the revision reflects the company's robust financial and operational execution throughout the year. Chair, President and CEO Larry Coben said the company is pleased to raise guidance, citing the strength of its integrated platform and its consumer strategy. The company also stated it plans to report third-quarter 2024 results on November 8, 2024, and will initiate 2025 financial guidance during a conference call at that time. The appendix reconciles guidance from net income to Adjusted EBITDA and from cash provided by operating activities to FCFbG; the revised net income guidance is $925 million to $1,075 million, versus $750 million to $1,000 million originally, and the revised income tax estimate is $395 million, versus $345 million originally.

Sep 25, 2024 8-K

NRG Energy 8-K Report, Financial Results (Aug 8, 2024)

NRG Energy, Inc. reported second-quarter 2024 Net Income of $738 million, up $430 million from $308 million in the second quarter of 2023, and Adjusted EBITDA of $935 million, up $116 million year over year. Cash Provided by Operating Activities was $1,056 million and Free Cash Flow Before Growth Investments (FCFbG) was $663 million. The company attributed the net income increase mainly to higher unrealized non-cash mark-to-market gains on Texas economic hedges, partly offset by a $202 million loss on debt extinguishment and higher income tax expense. East segment Adjusted EBITDA rose $132 million to $209 million on lower retail supply costs and higher customer counts, while Texas Adjusted EBITDA fell $52 million to $452 million, which the company linked to 2023 asset sales and an extended preventative maintenance program. NRG reaffirmed its 2024 guidance, with Adjusted EBITDA of $3,300 million to $3,550 million and both Cash Provided by Operating Activities and FCFbG of $1,825 million to $2,075 million. Total liquidity was $5.3 billion as of June 30, 2024, including $376 million of unrestricted cash. The company has repurchased $176 million of shares through July 31, 2024 against an $825 million 2024 target, has repurchased $343 million (approximately 60%) of its 2.75% Convertible Senior Notes due 2048, and repaid $600 million of 3.75% Senior Secured First Lien Notes due 2024. The board declared a quarterly dividend of $0.4075 per share. On August 3, 2024, NRG agreed to sell its Airtron HVAC business for $500 million, subject to standard purchase price adjustments, at an 8.6x multiple of 2023 Adjusted EBITDA; closing is expected by the end of 2024 and is subject to Hart-Scott-Rodino review. NRG also submitted applications to the Texas Energy Fund for three brownfield projects totaling 1.5 GW of natural-gas generation in ERCOT, with expected commercial operations between 2026 and 2028 if approved.

Aug 8, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

NRG Energy 8-K Report, Executive Changes (Aug 1, 2024)

NRG Energy, Inc. (NYSE: NRG) reported in this Form 8-K dated August 1, 2024 that Lawrence S. Coben, Ph.D., who had been Interim President and Chief Executive Officer, was appointed President and Chief Executive Officer effective that day, while continuing as Chair of the Board. Under his Employment Agreement, Dr. Coben receives an annual base salary of $1,450,000, a target annual bonus of 125% of base salary, a supplemental fiscal 2024 equity grant of relative performance stock units with a target grant-date value of $3,300,791, and a fiscal 2025 equity grant with a target grant-date value equal to 825% of base salary. The agreement also provides severance of two times base salary (or three times the sum of base salary and target bonus if termination occurs within 24 months after a change in control), 18 months of COBRA reimbursement, and a one-year post-employment non-compete and non-solicitation period. The filing also discloses board changes under the Cooperation Agreement with Elliott Management entered into in November 2023. Anne Schaumburg, most recently Lead Independent Director, and Paul Hobby will resign from the Board effective September 30, 2024, reducing its size to eleven members. Antonio Carrillo was appointed Lead Independent Director effective August 1, 2024. The accompanying press release states that NRG will hold a conference call and webcast on August 8, 2024 to discuss second quarter 2024 financial results, and that a second quarter results press release will be issued before the call. The press release attributes the company's outstanding results and significant shareholder returns during Dr. Coben's tenure as Interim CEO to his strategy and execution.

Aug 1, 2024 8-K

NRG Energy 8-K Report, Material Agreement (Jun 24, 2024)

On June 21, 2024, NRG Receivables LLC, an indirect wholly-owned subsidiary of NRG Energy, Inc., amended its accounts receivable securitized borrowing facility (the "Receivables Facility"). The amendment extends the scheduled termination date by one year to June 20, 2025, increases aggregate commitments from $1.4 billion to $2.3 billion, and adds a new originator. Under the Receivables Loan Agreement Amendment (Amendment No. 4), NRG Receivables may borrow up to $2.3 billion outstanding (adjusted seasonally), of which up to $2.3 billion (adjusted seasonally) may be issued as letters of credit, based on the availability of eligible receivables and other customary factors. The Royal Bank of Canada serves as administrative agent. The same day, Direct Energy Services, LLC joined the Receivables Sale Agreement as an additional originator, agreeing to sell substantially all of its receivables for electricity, natural gas and related services to NRG Receivables, and transferring to NRG Receivables the deposit accounts into which those receivable proceeds are paid. Concurrently, NRG Retail and the Originators terminated the existing repurchase facility, which had provided short-term financing secured by a subordinated note issued by NRG Receivables. For investors, the filing describes a financing-capacity expansion and a longer maturity for NRG's receivables-backed funding program, along with the consolidation of a short-term repurchase facility into the Receivables Facility. The filing does not state the pricing, the amount drawn, or the financial impact of these changes.

Jun 24, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

NRG Energy 8-K Report, Financial Results (May 7, 2024)

NRG Energy, Inc. filed this Form 8-K on May 7, 2024 under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release reporting first-quarter 2024 results, which is included as Exhibit 99.1. The company reported GAAP Net Income of $511 million for the quarter, compared with a net loss of $1,335 million in the first quarter of 2023, and Adjusted EBITDA of $849 million, up from $646 million. The Net Income improvement was driven primarily by unrealized non-cash mark-to-market gains on economic hedges in the East, which management notes do not reflect expected economics at future settlement. Cash Provided by Operating Activities was $267 million, and Free Cash Flow Before Growth Investments (FCFbG) was $(40) million, both affected by annual incentive payments, Vivint Smart Home interest payments, and seasonal inventory build. Total liquidity, excluding counterparty collateral, was $4.79 billion at March 31, 2024. Management reaffirmed full-year 2024 guidance of Adjusted EBITDA of $3,300-$3,550 million, Cash Provided by Operating Activities of $1,825-$2,075 million, and FCFbG of $1,825-$2,075 million. Capital allocation remains a focus: NRG completed a $950 million accelerated share repurchase at an average price of $50.43 per share, and intends to repurchase an additional $825 million of shares during 2024. The company also amended its credit agreement on April 16, 2024 to establish an $875 million Term Loan B, part of whose proceeds were used to repay a portion of its 2.750% Convertible Senior Notes due 2048, and it plans to use the remaining proceeds with cash on hand to repay its 3.75% senior secured first lien notes due 2024. The filing also highlights growth initiatives, including advanced site preparations for generation development at three existing ERCOT sites representing approximately 1.5 GW of new dispatchable capacity. The annual dividend was raised to $1.63 per share from $1.51, an 8% increase.

May 7, 2024 8-K

Shareholder Matters

NRG Energy 8-K Report, Shareholder Vote Results (Apr 30, 2024)

NRG Energy, Inc. reported in this Current Report (Item 5.07) the final voting results from its Annual Meeting of Stockholders, held on April 25, 2024. Stockholders elected all thirteen director nominees, each of whom received the affirmative vote of a majority of the votes cast. The directors listed include E. Spencer Abraham, Antonio Carrillo, Matthew Carter, Jr., Lawrence S. Coben, Heather Cox, Elisabeth B. Donohue, Marwan Fawaz, Kevin T. Howell, Paul W. Hobby, Alex Pourbaix, Alexandra Pruner, Anne C. Schaumburg, and Marcie C. Zlotnik. Support levels varied across nominees. For example, Abraham received 141,339,017 votes for and 18,502,068 against, and Pourbaix received 140,391,165 for and 19,424,607 against, while Zlotnik received 159,271,156 for and 617,055 against. Stockholders also approved, on an advisory basis, the compensation of the company's named executive officers, with 127,017,858 votes for, 32,802,735 against, 211,555 abstentions, and 15,121,158 broker non-votes. In a third proposal, stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2024, with 171,547,172 votes for, 3,495,038 against, and 111,096 abstentions. The filing is signed by Christine A. Zoino, Corporate Secretary, and dated April 29, 2024.

Apr 30, 2024 8-K

NRG Energy 8-K Report, Material Agreement (Apr 17, 2024)

On April 16, 2024, NRG Energy, Inc. entered into the Eighth Amendment to its Second Amended and Restated Credit Agreement dated June 30, 2016, with Citicorp North America, Inc. as administrative agent and collateral agent, and a group of lenders. The amendment establishes a new term loan B facility with borrowings of $875.0 million in aggregate principal amount, and makes other modifications to the credit agreement. Proceeds from the Term Loans will be used to repay existing NRG indebtedness, including its 3.750% senior secured first lien notes due 2024, and to fund a portion of the purchase price for previously announced repurchases from certain holders of its 2.75% convertible senior notes due 2048. The Term Loan Facility is guaranteed by the same subsidiaries that guarantee NRG's revolving credit facility and is secured on a first lien basis by substantially all assets of NRG and those subsidiaries, subject to customary exceptions. The Term Loans carry a floating rate at NRG's election: either the highest of the New York Fed rate plus 0.50%, the WSJ Prime Rate, or one-month Term SOFR plus 1.00%, or Term SOFR (floor of 0%) plus 2.00% for a one-, three- or six-month interest period. The loans mature April 16, 2031 and amortize at 1% per annum, and include customary asset sale mandatory prepayments and negative covenants.

Apr 17, 2024 8-K

NRG Energy 8-K Report, Executive Changes (Mar 26, 2024)

NRG Energy, Inc. filed a Form 8-K on March 26, 2024 under Item 5.02 to report a leadership change in its home business. Elizabeth Killinger, Executive Vice President, NRG Home, has notified the Company of her retirement. Rasesh Patel, previously Executive Vice President, Smart Home, will assume leadership of the NRG Home business effective immediately, and the press release describes him as named President, NRG Consumer, overseeing the two separate business segments of Smart Home and Home Energy. Ms. Killinger will remain with the Company in an advisory capacity, serving as an advisor to the CEO until January 2025 to assist with the transition of her responsibilities. The filing does not include any financial results, guidance, or compensation terms for the executives involved. For investors, the filing is a management transition rather than a financial event. The accompanying press release, Exhibit 99.1, describes Mr. Patel's background, including his prior role as Executive Vice President, Smart Home and President of Vivint since March 2023, and his earlier leadership at AT&T and DIRECTV, where he led teams responsible for approximately $35 billion in annual revenue. Larry Coben is identified in the release as NRG Chair, Interim President and CEO.

Mar 26, 2024 8-K

NRG Energy 8-K Report, Financial Results (Feb 28, 2024)

NRG Energy, Inc. filed this Form 8-K on February 28, 2024 to furnish its press release (Exhibit 99.1) announcing full-year and fourth-quarter 2023 results. For full year 2023, the company reported a Net Loss of $202 million, driven by unrealized non-cash mark-to-market losses on economic hedges due to large movements in natural gas and power prices. Adjusted EBITDA was $3.3 billion ($3,282 million), Free Cash Flow Before Growth (FCFbG) was $1.9 billion ($1,925 million), and Net Cash Used by Operating Activities was $221 million. Fourth-quarter 2023 Net Income was $482 million. The company reaffirmed its 2024 guidance of $3,300 to $3,550 million in Adjusted EBITDA and $1,825 to $2,075 million in FCFbG. NRG returned approximately $1.5 billion to shareholders in 2023 through share repurchases and common dividends and paid down $1.52 billion of debt. Its capital allocation framework targets approximately 80% of recurring cash available for allocation to return of capital and about 20% to strategic growth investments, with a plan to return almost $5.5 billion over the next four years. The company also declared a quarterly dividend of $0.4075 per share, an 8% increase to the annual dividend, and said a $950 million accelerated share repurchase program is planned to conclude by the end of the first quarter of 2024. The filing highlights the Texas segment, where full-year Adjusted EBITDA rose to $1,692 million from prior-year levels, and the contribution from Vivint Smart Home, which generated $753 million of Adjusted EBITDA after its March 2023 acquisition. Total liquidity was $4.8 billion at December 31, 2023, up $2.0 billion from the prior year. The company also identified $550 million of growth and cost initiatives through 2025, with approximately $100 million of the $300 million growth plan and about $40 million of the $250 million cost program achieved as of year-end 2023.

Feb 28, 2024 8-K/A

NRG Energy 8-K/A Report, Executive Changes (Dec 13, 2023)

NRG Energy, Inc. filed this Current Report on Form 8-K/A on December 13, 2023 to amend its Initial Form 8-K filed November 20, 2023, solely to supplement the Item 5.02 disclosure with compensation details for three board-level appointments. The amendment states that the compensation had not yet been determined when the Initial Form 8-K was filed, and it does not otherwise modify that filing. The Board, upon recommendation of the Compensation Committee and on December 7, 2023, approved compensation for Lawrence Coben, who serves as Interim President and Chief Executive Officer. Dr. Coben elected an annual base salary of $100,000, with the remainder of his total annualized compensation delivered as Restricted Stock Units ("Interim CEO RSUs"). These are prorated for time served over the one-year period measured from November 17, 2023, at $993,750 per month of service, vest and become payable over three years in one-third increments on each grant-date anniversary, and are subject to forfeiture for termination for cause. He will receive no separate director or Chair of the Board compensation while serving as Interim President and CEO. The filing also sets out director retainers: Anne Schaumburg, appointed lead independent director, will receive a $45,000 retainer, and Lisa Donohue, appointed chair of the CEO Search Committee, will receive a $20,000 retainer. For each, 50% is paid in cash and 50% in Deferred Stock Units, with no other changes to their compensation under the director compensation plan.

Dec 13, 2023 8-K

Leadership ChangesMaterial AgreementsRegulation FD+1

NRG Energy 8-K Report, Executive Changes (Nov 29, 2023)

NRG Energy, Inc. disclosed in this Item 5.02 Form 8-K that it appointed Gerald Alfred Spencer as Senior Vice President and Chief Accounting Officer, effective December 4, 2023. Mr. Spencer will serve as the Company's principal accounting officer. Emily Picarello, Vice President and Corporate Controller, who had assumed the principal accounting officer responsibilities before this appointment, will continue in her current role. Mr. Spencer, age 42, most recently served as Vice President, Controller and Principal Accounting Officer of JetBlue Airways Corporation from May 2022 to December 2023. Before that, he held finance and controller leadership roles at Air Liquide SA's North American business from 2017 to 2022, and earlier held positions at NCI Building System, Friedkin Services Group and ExpressJet Airlines. The filing sets out his compensation: an annual base salary of $375,000, a one-time equity grant on January 2, 2024 valued at $270,000 (33% in Restricted Stock Units vesting over three years and 67% in Relative Performance Stock Units vesting on the third anniversary), and a one-time $75,000 signing bonus payable within 45 days of the effective date. He will participate in the Annual Incentive Plan with a 60% target and 200% maximum of base salary, and in the Long-Term Incentive Plan valued at 150% of base salary. He will also join the Executive Change in Control and General Severance Plan. The filing states there are no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Nov 29, 2023 8-K

NRG Energy 8-K Report, Material Agreement (Nov 20, 2023)

NRG Energy, Inc. reported that Chief Executive Officer and President Mauricio Gutierrez resigned from the Company and the Board, effective November 17, 2023. The Board appointed Chair Lawrence Coben, Ph.D., as Interim President and Chief Executive Officer, effective immediately, and began a search for a permanent CEO with a search firm's assistance. Anne Schaumburg was appointed Lead Independent Director for so long as the Chair and CEO roles are held by the same person. The filing states that Dr. Coben's compensation has not been finalized and will be disclosed by amendment. Under a Cooperation Agreement with Elliott Investment Management L.P. and its affiliates, the Board will expand from ten to thirteen members. Marwan Fawaz, Kevin T. Howell, Alex Pourbaix and Marcie C. Zlotnik will join as independent directors, with initial terms expiring at the 2024 annual meeting. The CEO Search Committee will have five directors, chaired by Lisa Donohue. The agreement also includes voting commitments and customary standstill restrictions for Elliott, and the Board size is to be reduced to eleven directors after the earlier of 60 days following the new CEO taking office or December 31, 2024. In a press release furnished as Exhibit 99.1, NRG reaffirmed its 2023 and 2024 guidance, its capital allocation framework and its cost savings targets. The company also said it will conduct a comprehensive review of its operations and cost structure, with external advisors. Reaffirmed 2024 guidance includes Adjusted EBITDA of $3,300 - $3,550 million and FCFbG of $1,825 - $2,075 million. The planned 2024 capital allocation includes $500 million in debt reduction, $825 million in share repurchases and an 8% increase in the annual common dividend to $1.63 per share.

Nov 20, 2023 8-K

NRG Energy 8-K Report, Corporate Update (Nov 6, 2023)

NRG Energy, Inc. announced on November 6, 2023 that it has entered into accelerated share repurchase (ASR) agreements with multiple dealers to repurchase $950 million of its common stock. Under the ASR agreements, NRG will pay $950 million to the dealers and receive shares from each dealer on specified settlement dates. NRG expects to receive over 80% of the shares to be repurchased during the initial settlement period, and final settlement is expected in the first quarter of 2024. The number of shares ultimately repurchased will generally be based on the volume-weighted average prices of NRG's common stock during the term of each ASR agreement, less a discount. On the same date, NRG launched a cash tender offer to purchase up to $600 million aggregate principal amount (subject to increase at NRG's sole discretion) of its 3.875% senior notes due 2032, 3.625% senior notes due 2031, and 3.375% senior notes due 2029. Holders who validly tender by the Early Tender Date of November 20, 2023 are eligible for total consideration per $1,000 principal amount of $810.00 (2032 Notes), $820.00 (2031 Notes), and $855.00 (2029 Notes), which includes a $50.00 early tender payment, plus accrued interest. Tenders after the Early Tender Date are eligible only for the lower tender offer consideration of $760.00, $770.00, and $805.00, respectively. The tender offer expires December 6, 2023, and acceptance is prioritized by series, with proration applied if tenders exceed the maximum amount. Taken together, the two announcements show NRG pursuing a share repurchase and a debt tender in parallel, with the filing itself describing both as separate press releases. The filing does not state the financial impact of either transaction beyond the amounts described above.

Nov 6, 2023 8-K