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

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed April 14, 2026
Period End
April 14, 2026
Security
NRG
In the record · 2016–202610-K1110-Q328-K163

NRG filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 163 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Aug ’16Aug ’16
  2. Leadership change8-K · Nov ’18Nov ’18
  3. Leadership change8-K · May ’21May ’21
  4. Material agreement8-K · May ’25May ’25

01—Abstract

Summary

Summary of the 8-K filed April 14, 2026. Cited figures are marked; the original filing is the authoritative source.

NRG Energy, Inc. announced on April 14, 2026 concurrent offerings of senior notes and a related tender offer.

The company priced $500 milliona 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 millionb 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 $1,063.75c 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.

02—Key points

Key Highlights

  1. Priced $500 million of 4.955% senior secured first lien notes due 2031 and $2,100 million of senior unsecured notes ($1,050 million at 5.875% due 2034 and $1,050 million at 6.125% due 2036).
  2. Proceeds, together with a proposed $900 million new term loan B, are intended to repay part of the NRG revolving credit facility and fund the Lightning tender offer, with the remainder for general corporate purposes.
  3. 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.
  4. Tender consideration is $1,063.75 per $1,000 principal amount for notes tendered by the April 27, 2026 Early Tender Deadline, including a $50 early tender payment; the offer expires May 12, 2026.
  5. The concurrent consent solicitation would eliminate substantially all restrictive covenants and release all guarantees and collateral securing the Lightning 2032 notes.
  6. Lightning currently intends to redeem up to 10.0% of the principal amount in each of two redemptions at 103.0% of principal, though the filing gives no assurance any notes will be redeemed.
  7. The Offerings are not conditioned on the Tender Offer or the tender of any specific amount of Lightning notes.

03—Questions

Frequently Asked Questions

  1. What debt did NRG price on April 14, 2026?

    NRG 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.

  2. What will the new notes be secured by?

    The Secured Notes will have a first priority security interest in the same collateral pledged for the benefit of creditors under NRG's credit agreement and existing senior secured notes, which consists of a substantial portion of the property and assets owned by NRG and the guarantors.

  3. What is the Lightning tender offer and what will holders receive?

    Lightning Power, LLC, a wholly-owned NRG subsidiary, is offering to purchase any and all of its $1,500 million 7.250% senior secured notes due 2032. Holders tendering by April 27, 2026 receive $1,063.75 per $1,000 principal amount, including a $50 early tender payment; tenders after that date but by May 12, 2026 receive $1,013.75 per $1,000, plus accrued interest.

  4. What changes is Lightning seeking through the consent solicitation?

    The consent solicitation proposes amendments to eliminate substantially all restrictive covenants, certain affirmative covenants, and related events of default, and to release all guarantees of and collateral securing the Lightning 2032 notes. The covenant amendments require a majority of outstanding notes, while the release requires at least 66 2/3% in principal amount.

  5. Are the offerings contingent on other transactions?

    No. The Secured Notes Offering and the Unsecured Notes Offering are not conditioned on each other or on the New TLB, and the Offerings are not conditioned on the Tender Offer or the tender of any specific amount of Lightning notes.

04—Continue

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