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

Reports
Material Agreements·Financial Events·Regulation FD+1
Filing Date
Filed April 28, 2026
Period End
April 28, 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 28, 2026. Cited figures are marked; the original filing is the authoritative source.

On April 28, 2026, NRG Energy, Inc. sold $500 milliona 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 millionb 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 millionc of 7.250% senior secured notes due 2032.

Approximately $1,495,054,000,d 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.

02—Key points

Key Highlights

  1. Issued $500 million of 4.955% senior secured first lien notes due April 30, 2031, plus $1,050 million of 5.875% senior notes due May 15, 2034 and $1,050 million of 6.125% senior notes due May 15, 2036, all on April 28, 2026.
  2. Entered into a Sixteenth Amendment to its credit agreement, creating a $900.0 million Incremental Term Loan B facility maturing April 28, 2033 with 1% annual amortization.
  3. Incremental Term Loan B pricing is Alternate Base Rate plus 0.75% or Term SOFR (floor of 0%) plus 1.75%, at the company's election.
  4. Proceeds will repay revolving credit facility borrowings and fund the tender for Lightning Power's $1,500 million 7.250% senior secured notes due 2032, with the remainder for general corporate purposes.
  5. Lightning's tender offer had approximately 99.67% of the notes validly tendered by the April 27, 2026 early tender deadline, with early settlement expected April 29, 2026.
  6. Total consideration for the Lightning notes is $1,063.75 per $1,000 principal amount, including a $50 early tender payment; required consents were received to eliminate most covenants and release guarantees and collateral.
  7. Lightning issued a notice to redeem all remaining Lightning notes on May 13, 2026, with no assurance that any notes will be redeemed.

03—Questions

Frequently Asked Questions

  1. What new debt did NRG Energy issue on April 28, 2026?

    NRG sold $500 million of 4.955% senior secured first lien notes due 2031, $1,050 million of 5.875% senior notes due 2034, and $1,050 million of 6.125% senior notes due 2036. The notes were sold in private placements under Rule 144A and Regulation S and were not registered under the Securities Act.

  2. What is the Incremental Term Loan B facility and how is it priced?

    The Sixteenth Amendment to the credit agreement establishes a $900.0 million term loan B with a final maturity of April 28, 2033 and 1% annual amortization. Interest is either the Alternate Base Rate plus 0.75% or Term SOFR, with a floor of 0%, plus 1.75%, at the company's election. The loan is secured on a first-lien basis by substantially all assets of the company and its subsidiary guarantors.

  3. Why is NRG's subsidiary Lightning Power tendering for its notes?

    Lightning Power is offering to buy any and all of its $1,500 million 7.250% senior secured notes due 2032. Part of the proceeds from the new notes and term loan are being used to pay the tender price. The tender offer had approximately 99.67% of the notes validly tendered by the early deadline, and Lightning has called the remaining notes for redemption on May 13, 2026.

  4. What are the key terms for holders who tendered their Lightning notes?

    Holders who tendered by the April 27, 2026 early tender deadline receive a total consideration of $1,063.75 per $1,000 principal amount, which includes a $50 early tender payment, plus accrued interest. Holders who tender after the early deadline but before the May 12, 2026 expiration time receive $1,013.75 per $1,000, plus accrued interest. Lightning also obtained consents to remove most restrictive covenants and release the guarantees and collateral securing the notes.

04—Continue

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