What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-26 · 221 added, 229 removed, 349 unchanged (56% of the section changed)

Item 1 — Business

NRG Energy, Inc., or NRG or the Company, is a leading energy and smart home company fueled by market-leading brands, proprietary technologies and complementary sales channels.

Across the U.S.

and Canada, NRG delivers innovative, sustainable solutions, predominately under brand names such as NRG, Reliant, Direct Energy, Green Mountain Energy and Vivint, while also advocating for competitive energy markets and customer choice.

The Company has a customer base that includes approximately 8 million residential customers (comprised of 6 million retail energy customers and 2 million smart home customers) in addition to commercial, industrial, and wholesale customers, supported by approximately 13 GW of generation as of December 31, 2024.

NRG Energy, Inc., or NRG or the Company, serves electricity, natural gas, and smart-home technology solutions to approximately 8 million residential customers (comprised of 6 million retail energy and 2 million smart home), in addition to large commercial and industrial, data center, and wholesale customers.

Across North America, NRG is redefining customers’ experience with energy under brand names such as NRG, Reliant, Direct Energy, Green Mountain Energy, and Vivint.

As of December 31, 2025, the Company’s core power and natural gas business consists of approximately 12 GW of competitive power generation, primarily in Texas, and a natural gas portfolio that serves approximately 1,900 MMDth annually.

NRG sold 154 TWhs of electricity and 1,857 MMDth of natural gas in 2025, making it one of the largest competitive energy retailers in the U.S.

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states, the District of Columbia, and 8 provinces in Canada, and Vivint Smart Home served customers in all 50 U.S.

NRG's retail brands, collectively, have the largest share of competitively served residential electric customers in Texas and is one of the largest business-to-business providers of power and natural gas in North America, including to manufacturing, industrial, and data center facilities.

NRG's strategy is to maximize shareholder value by being a leader in the emerging convergence of energy and smart automation in the home and business.

Through a diversified supply strategy, the Company sells reliable electricity and natural gas to its customers in the markets it serves, while also providing innovative home solutions to customers.

NRG's unique combination of assets and capabilities enables the Company to develop and sell highly differentiated offerings that bring together every day essential services like powering and securing the home through a seamless and integrated experience.

This strategy is intended to enable the Company to optimize its unique integrated platform to delight customers, generate recurring cash flow, significantly strengthen earnings and cost competitiveness, and lower risk and volatility.

Sustainability is a philosophy that underpins NRG’s strategy and facilitates value creation across NRG's business.

states and the District of Columbia.

NRG's retail brands, collectively, have the largest share of competitively served residential electric customers in Texas and is a leading business-to-business provider of power and natural gas in North America.

On January 30, 2026, NRG completed the acquisition of the LSP Portfolio, pursuant to the Purchase and Sale Agreement (the “Purchase Agreement”) dated as of May 12, 2025.

The LSP Portfolio includes 18 natural gas-fired and dual fuel facilities totaling approximately 13 GW of capacity, located across nine states, as well as CPower, a leading demand response platform.

NRG's strategy is to maximize shareholder value by delivering integrated energy and smart home solutions, supported by an owned generation fleet and a diversified supply strategy.

The Company generates power and sells electricity and natural gas to residential, commercial, industrial, and wholesale customers in the markets it serves.

The Company also provides smart home security and automation services that deepen customer relationships and support long-term engagement.

NRG operates a customer-first platform that promotes reliability and affordability amid rapid transformation in the energy sector.

The Company is advancing opportunities to meet growing demand, including from data centers, other large load customers, and electrification.

This includes (i) demand response and virtual power plants (“VPP”), which help manage costs and improve affordability for customers, (ii) completing the Texas Development Projects, (iii) long-term, contract-backed generation and related infrastructure, supported by strategic partnerships with equipment manufacturers and engineering, procurement, and construction companies, and (iv) increasing capacity at existing facilities.

The Company’s differentiated model is built to meet North America’s evolving needs while delivering affordable, reliable solutions for customers and long-term growth for shareholders.

This strategy is intended to generate recurring cash flow, strengthen earnings and cost competitiveness, and reduce risk and volatility.

To effectuate the Company’s strategy, NRG is focused on:

(i) serving the energy needs of end-use residential, commercial and industrial, and wholesale counterparties in competitive markets and optimizing on additional revenue opportunities through its multiple brands and channels;

(ii) offering a variety of energy products and smart home products and services that are differentiated by innovative features, premium service, integrated platforms, sustainability and loyalty/affinity programs;

(i) serving the energy needs of residential, commercial and industrial, and wholesale counterparties in competitive markets and optimizing on additional revenue opportunities through its multiple brands and channels;

(ii) offering a variety of energy products and smart home products and services that are differentiated by innovative, value-additive features, premium service, integrated platforms, sustainability, loyalty/affinity programs, and affordability;

(iii) excellence in operating performance of its assets;

(iv) achieving the optimal mix of supply to serve its customer load requirements through a diversified supply strategy;

(iv) achieving the optimal mix of supply to serve its customer load requirements through a diversified supply strategy, including expanding its operational capacity to meet growing retail power supply needs;

and (v) engaging in disciplined and transparent capital allocation.

In 2024, NRG entered into a definitive partnership agreement with Renew Home, a Virtual Power Plant platform (“VPP”) formed by the combination of Google’s Nest Renew and OhmConnect.

Leveraging Google Cloud’s AI and cloud platforms, NRG and Renew Home plan to develop a VPP portfolio of up to 1 GW of load management capacity, with instantaneous dispatch value during peak events and tight supply conditions.

Business Overview

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The Company's business is segmented as follows:

• Texas, which includes all activity related to customer, plant and market operations in Texas, other than Cottonwood;

• Texas, which includes all activity related to customer, plant and market operations in Texas;

• East, which includes all activity related to customer, plant and market operations in the East;

• West/Services/Other, which primarily includes the following assets and activities:

(i) all activity related to customer, plant and market operations in the West and Canada, and (ii) activity related to the Cottonwood facility and other investments;

• West/Other, which primarily includes the following assets and activities:

(i) all activity related to customer, plant and market operations in the West and Canada, and (ii) other investments;

• Vivint Smart Home;

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Customer Operations is responsible for growing and retaining the customer base and delivering an outstanding customer experience.

This includes acquisition and retention of all of NRG’s residential, small commercial, commercial and industrial, and government customers.

This includes acquisition and retention of all of NRG’s residential, small commercial, commercial and industrial, data centers and government customers.

NRG employs a multi-brand strategy that leverages a wide array of sales and partnership channels, direct face-to-face sales channels, call centers, websites, and brokers.

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Product Offerings

NRG sells a variety of products to residential and small commercial customers, in a wide variety of sales channels, including retail electricity and energy management, natural gas, line and surge protection products and home protection products, repair and maintenance, and carbon offsets.

NRG sells a variety of products and services to residential and small commercial customers, in a wide variety of sales channels, including retail electricity, energy management, demand response and/or virtual power plant programs, natural gas, and carbon offsets.

Home customers make purchase decisions based on a variety of factors, including price, incentive, customer service, brand, innovative offers/features and referrals from friends and family.

Through its broad range of service offerings and value propositions, NRG seeks to attract, retain, and increase the value of its customer relationships.

Through its broad range of service offerings and value propositions, NRG seeks to attract, retain, and increase the value of its customer relationships by enhancing affordability.

NRG's brands are recognized for exemplary customer service, innovative smart energy and environmentally-friendly solutions.

The Company provides power and natural gas to the business-to-business markets in North America, as well as retail services, including demand response, commodity sales, energy efficiency and energy management solutions to Business customers.

The Company is an integrated provider of supply and distributed energy resources and focuses on distributed products as businesses seek greater reliability, cleaner power and other benefits that they cannot obtain from the grid.

These solutions include system power, distributed generation, renewable and low-carbon products, carbon management and specialty services, backup generation, storage and distributed solar, demand response, and energy efficiency and advisory services.

The Company provides power and natural gas, as well as retail services, to large business and commercial and industrial customers in North America.

These solutions include system power, natural gas, demand response, distributed and backup generation, energy storage, energy management, renewable and low-carbon products and carbon management, energy efficiency, and bring your own power (“BYOP”) arrangements for large loads.

Market Operations

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The power commercial group is responsible for end-use electricity supply including power plant optimization and certain fuel supply.

To meet the market operations objectives, NRG enters into supply, power and gas hedging agreements via a wide range of products and contracts, including (i) physical and financial commodity instruments, (ii) fuel supply and transportation contracts, (iii) PPAs and Renewable PPAs, and (iv) capacity and other contracted revenue or supply sources, as further discussed below.

To meet the market operations objectives, NRG enters into supply, power and gas hedging agreements via a wide range of products and contracts, including (i) physical and financial commodity instruments, (ii) fuel supply and transportation contracts, and (iii) capacity and other contracted revenue or supply sources, as further discussed below.

In addition, because changes in power prices in the markets where NRG operates are generally correlated to changes in natural gas prices, NRG uses hedging strategies that may include power and natural gas forward purchases and sales contracts to manage commodity price risk.

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NRG trades power, natural gas, environmental, weather and other physical and financial commodity related products, including forwards, futures, options and swaps.

NRG enters into these instruments primarily to manage price and delivery risk,

optimize physical and contractual assets in the portfolio, manage working capital requirements, reduce the carbon exposure in its business and comply with laws and regulations.

NRG enters into these instruments primarily to manage price and delivery risk, optimize physical and contractual assets in the portfolio, manage working capital requirements, reduce the carbon exposure in its business and comply with laws and regulations.

Fuel Supply and Transportation Contracts

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For fuel transport, NRG has entered into various rail transportation and rail car lease agreements with varying tenures, which will provide for the Company's transportation requirements of Powder River Basin coal for the next four years.

Renewable PPAs

The Company's strategy is to procure mid to long-term renewable generation through power purchase agreements.

NRG has entered into Renewable PPAs totaling approximately 1.9 GW with third-party project developers and other counterparties, of which all are operational as of December 31, 2024.

The remaining average tenure of these agreements is nine years.

The Company expects to continue evaluating and executing similar agreements that support the needs of the business.

The total GW entered into through Renewable PPAs may be impacted by contract terminations when they occur.

Capacity and Other Contracted Revenue or Supply Sources

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Plant Operations

As of December 31, 2024, the Company owns and leases a diversified wholesale generation portfolio with approximately 13 GW of fossil fuel, and renewable generation capacity at 18 plants.

As of December 31, 2025, the Company owns a diversified wholesale generation portfolio with approximately 12 GW of fossil fuel, and renewable generation capacity at 23 plants.

The Company's wholesale generation assets are diversified by fuel-type and dispatch level, which helps mitigate the risks associated with fuel price volatility and market demand cycles.

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The following table summarizes NRG's generation portfolio as of December 31, 2025:

West/Services/Other (b)

West/Other (b)

Natural gas 5,069 80 113 5,262

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MW figures provided represent nominal summer net MW capacity of power generated as adjusted for the Company's owned interest

(b) Includes proportionate share of equity owned investments and the Cottonwood lease

(b) Includes proportionate share of equity owned investments

Plant Operations is responsible for operating the Company's generation facilities at high standards of safety and regulatory compliance, and includes (i) operations and maintenance, (ii) asset management, and (iii) development, engineering and construction.

Operations & Maintenance

NRG operates and maintains its generation portfolio, as well as approximately 6,200 MW of additional coal, natural gas and wind generation capacity at 13 plants operated on behalf of third parties as of December 31, 2024 using prudent industry practices for the safe, reliable and economic generation of electricity in compliance with all local, state and federal requirements.

The Company follows a consistent set of operating requirements, including a solid base of training, required adherence to specific safety and environmental limits, procedure and checklist usage, and the implementation of continuous process improvement through incident investigations.

NRG operates and maintains its generation portfolio, as well as approximately 6,200 MW of additional coal, natural gas and wind generation capacity at 13 plants operated on behalf of third parties as of December 31, 2025 using prudent industry practices that are designed for the safe, reliable and economic generation of electricity in compliance with all local, state and federal requirements applicable to NRG’s operations.

The Company upholds consistent operating requirements supported by strict compliance with safety, environmental and regulatory standards, comprehensive training, disciplined use of procedures and checklists, and a commitment to continuous improvement.

NRG uses industry leading maintenance practices for preventive, predictive and corrective maintenance planning.

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Development, Engineering & Construction

NRG develops, engineers and executes major plant projects as well as “new build” generation and energy storage projects that enhance the value of its generation portfolio and provide options to meet generation growth needs in the retail markets it serves, in accordance with the Company’s strategic goals.

These projects have included gas-fired generation development and construction, coal to gas conversions, grid scale energy storage development, grid scale renewable construction, and asset demolition, remediation and reclamation work.

Texas Development Priorities — During 2024, NRG advanced progress on three new generation projects aimed at expanding its operational capacity to meet growing retail power supply needs in the ERCOT wholesale electric market.

These projects include a new 415 MW peaker plant at its T.H.

Wharton generating station in Texas, which is scheduled to be operational in 2026 and a new 689 MW combined cycle generating facility at its Cedar Bayou generating station in Texas, which is scheduled to be operational in 2028.

Both projects are under consideration for financing from the Texas Energy Fund.

NRG continues to explore its options for the 443 MW Greens Bayou 6 project.

These additions to NRG’s portfolio are strategically aligned with the Company’s commitment to meeting the growing energy needs of its customers.

NRG develops, engineers and executes major plant projects as well as “new build” generation, uprates, and energy storage projects that enhance the value of its generation portfolio and provide options to meet generation growth needs (including BYOP arrangements for data centers and other large load customers).

These projects have included natural gas-fired generation development and construction, coal to gas conversions, grid scale energy storage development, grid scale renewable construction, and asset demolition, remediation and reclamation work.

Texas Development Projects — During 2025, NRG advanced progress on three new generation projects aimed at expanding its operational capacity to meet growing retail power supply needs in the ERCOT wholesale electric market.

The projects include a 415 MW peaker plant at T.H.

Wharton, expected to be operational in June 2026, plus a 689 MW combined cycle generating facility at Cedar Bayou 5, and a 443 MW peaker plant at Greens Bayou 6, both of which are expected to be operational in mid-2028.

The addition of these Texas projects, financed by the TEF, strategically align with NRG’s commitment to meet the growing energy needs of its customers.

Vivint Smart Home

Vivint Smart Home is a leading smart home platform that provides customers with technology, products and services to create a smarter, greener, safer home.

Vivint Smart Home is a leading smart home platform that provides customers with technology, products and services to create a smarter and safer home.

A smart home has multiple devices integrated into a single expandable platform that incorporates artificial intelligence (“AI”) and machine-learning in its operating system, which allows customers to interact with and manage their home from anywhere via the Vivint app on their smart device.

Vivint Smart Home provides a customized

solution for the home using integrated smart cameras (indoor, outdoor and doorbell), locks, lights, thermostats, garage door controls and a host of other safety and security sensors.

Vivint Smart Home provides a customized solution for the home using integrated smart cameras (indoor, outdoor and doorbell), locks, lights, thermostats, garage door controls and a host of other safety and security sensors.

NRG combines these solutions with energy products to unlock value at the intersection of energy and smart home, scale the Company’s residential VPP, and give customers a tool to manage and lower their energy costs.

Vivint Smart Home provides a fully integrated solution for consumers, including hardware, software, sales, installation by trained and experienced in-home service professionals, customer service, technical support and professional monitoring.

This seamless integration of high-quality products and services resulted in an average customer lifetime of approximately nine years as of December 31, 2025.

The Company believes its ability to offer related or adjacent products and services that leverage the existing smart home platform, as well as energy services, can extend the average customer lifetime and increase the lifetime value of customers.

As of December 31, 2024, Vivint Smart Home's cloud-based home platform currently manages more than 33 million in-home devices, and the average customer on Vivint Smart Home's cloud-based home platform engages with the smart home app approximately 17 times per day and has approximately 16 devices in its home.

The Company believes its ability to offer related or adjacent products and services that leverage the existing smart home platform, such as its energy services and home protection products, can extend the average customer lifetime and increase the lifetime value of customers.

As of December 31, 2025, Vivint Smart Home's cloud-based home platform supported more than 37 million connected in-home devices, representing an average of approximately 16 devices per household.

Operational Statistics

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Home - East 15,408 15,229 12,838

Home - West/Services/Other 2,355 2,243 2,250

Home - West/Other 2,542 2,355 2,243

Business - Texas 39,278 40,274 40,250

Business - East 45,342 46,724 46,438

Business - West/Services/Other 10,513 10,393 10,231

Business - West/Other 12,613 10,513 10,393

Total Load 154,000 154,448 152,194

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Home - East 51,028 49,927 49,990

Home - West/Services/Other 75,898 75,150 92,035

Home - West/Other 73,926 75,898 75,150

Business - East 1,549,286 1,525,094 1,587,052

Business - West/Services/Other 181,972 179,888 154,074

Business - West/Other 182,581 181,972 179,888

Total Load 1,856,821 1,832,891 1,892,080

Year ended December 31,

2024 2023 2022

Customer count - Electricity customers (a)(b) (in thousands)

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Ending retail 1,803 1,807 1,752

Home - West/Services/Other

Home - West/Other

Average retail 312 324 324

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Ending retail 319 384 385

Home - West/Services/Other

Home - West/Other

Average retail 338 353 381

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Ending retail - Home - Electricity and Natural gas 5,632 5,748 5,759

Ending - Vivint Smart Home (c)

Ending - Vivint Smart Home (c)(d)

2,419 2,226 2,111

Total Ending retail and Vivint Smart Home 8,051 7,974 7,870

(a) Home customer count includes recurring residential customers, services customers, and community choice

(a) Home customer count includes recurring residential customers, and community choice

(b) Dual fuel customers are included within electricity customer counts only

(d) Vivint Smart Home includes Home Protection (non-Vivint) customers of 67 thousand, 72 thousand and 68 thousand as of December 31, 2025, 2024 and 2023, respectively

The tables below present these performance metrics for the Company's generation portfolio, including leased facilities, for the years ended December 31, 2025 and 2024:

Year Ended December 31, 2025

Fossil Plants (a)

Capacity (MW) Net Generation (In thousands of MWh) (a)

Fossil Plants (a)(b)

Capacity (MW) (a)

Net Generation (In thousands of MWh) (a)(b)

Annual Equivalent Availability Factor Average Net Heat Rate BTU/kWh Net Capacity

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East 2,073 3,722 61.0 % 13,237 19.9 %

West/Services/Other 1,143 5,977 70.2 % 7,498 57.6 %

West/Other 4 2,118 59.5 % 7,443 49.1 %

(a) Excludes equity method investments.

Includes the Texas Generation Portfolio, acquired as of April 10, 2025

(b) Includes Cottonwood until the lease ended in May 2025, and Indian River 4 until retirement in February 2025

Year Ended December 31, 2024

Fossil and Nuclear Plants (a)

Fossil Plants (a)

Capacity (MW) Net Generation (In thousands of MWh) (a)

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East 2,483 2,372 78.4 % 13,956 10.9 %

West/Services/Other 1,169 5,903 73.5 % 7,449 56.8 %

West/Other 1,143 5,977 70.2 % 7,498 57.6 %

(a) Excludes equity method investments

The following are industry statistics for the Company's fossil and nuclear plants, as defined by the NERC:

The following are industry statistics for the Company's fossil plants, as defined by the NERC:

Annual Equivalent Availability Factor, or EAF — Measures the percentage of maximum generation available over time as the fraction of net maximum generation that could be provided over a defined period of time after all types of outages and deratings, including seasonal deratings, are taken into account.

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Gas 7,544 7,917 7,333

— 7,867 9,652

Total Texas 28,728 23,350 30,776

Coal 3,701 2,369 1,328

Gas 1 685 537

Total East 3,722 2,372 2,016

West/Services/Other

Gas 5,974 5,899 6,669

2,114 5,974 5,899

Renewables 4 3 4

Total West/Services/Other 5,977 5,903 6,676

Total West/Other 2,118 5,977 5,903

Total generation performance 34,568 31,699 38,695

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The Company sold its interest in STP on November 1, 2023

(b) Cottonwood lease ended in May 2025

While there has been consolidation in the competitive retail energy space over the past few years, there is still considerable competition for customers.

In Texas, there is healthy competition in deregulated areas and customers can choose providers based on the most appealing offers.

Outside of Texas, electricity retailers compete with the incumbent utilities, in addition to other retail electric providers, which can inhibit competition depending on the market rules of the state.

Outside of Texas, electricity and natural gas retailers compete with the incumbent utilities, in addition to other retail electric and natural gas providers, which can inhibit competition depending on the market rules of the state.

There is a high degree of fragmentation, with both large and small competitors offering a range of value propositions, including value, rewards, and sustainability-based offerings.

The wholesale natural gas business is highly competitive, as marketers compete to buy and sell large volumes of natural gas with customers such as utilities, producers, and power generators, while also competing for limited transportation and storage assets needed to manage these volumes.

Wholesale generation is highly fragmented and diverse in terms of industry structure by region.

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The sale of power and natural gas to retail customers are seasonal businesses with the demand for power generally peaking during the summer, and the demand for natural gas generally peaking during the winter.

As a result, net working capital requirements for the Company's retail operations generally increase during summer and winter months along with the

higher revenues, and then decline during off-peak months.

As a result, net working capital requirements for the Company's retail operations generally increase during summer and winter months along with the higher revenues, and then decline during off-peak months.

Weather may impact operating results and extreme weather conditions could have a material impact.

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Additionally, the assets in the East region receive a significant portion of their revenues from capacity markets.

PJM and ISO-NE use a forward capacity auction, while NYISO uses a month-ahead capacity auction.

PJM and ISO-NE use a forward capacity auction, while NYISO uses three primary types of capacity auctions:

strip auctions held twice a year for six-month terms, monthly auctions held before each month and spot market auctions held days before the start of each month.

MISO has an annual auction.

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PJM and ISO-NE operate a pay-for-performance model where capacity payments are modified based on real-time generator performance during certain system conditions.

In such markets, NRG’s actual capacity revenues will be the combination of cleared auction prices times the quantity of MW cleared, plus the net of any

1 The Cottonwood facility is located in Deweyville, Texas, but operates in the MISO market

over-performance "bonus payments" and any under-performance charges.

In such markets, NRG’s actual capacity revenues will be the combination of cleared auction prices times the quantity of MW cleared, plus the net of any over-performance "bonus payments" and any under-performance charges.

Additionally, bidding rules allow for the incorporation of a risk premium into generator bids.

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As participants in wholesale and retail energy markets and owners and operators of power plants, certain NRG entities are subject to regulation by various federal and state government agencies.

These include the CFTC, FERC, NRC and the PUCT, as well as other public utility commissions in certain states where NRG's generation or distributed generation assets are located.

These include the CFTC, FERC and the PUCT, as well as other public utility commissions in certain states where NRG's generation or distributed generation assets are located.

In addition, NRG is subject to the market rules, procedures and protocols of the various ISO and RTO markets in which it participates.

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State and Provincial Energy Regulation

Maryland Legislation — On May 9, 2024, Maryland Governor Wes Moore signed Senate Bill 1 into law, which restricts the competitive retail electric and natural gas market in Maryland, affecting residential customers but not commercial and industrial customers.

Maryland Legislation — On May 9, 2024, Maryland Governor Wes Moore signed Senate Bill (“SB”) 1 into law, which restricts the competitive retail electric and natural gas market in Maryland, affecting residential customers but not commercial and industrial customers.

Key provisions of the law took effect on January 1, 2025.

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The law also imposes licensing requirements on energy salespeople.

The law states that it does not impair existing contracts.

On October 1, 2024, Green Mountain Energy Company, NRG’s renewable electricity provider, along with a retail trade association to which NRG belongs, filed a lawsuit in federal court challenging the constitutionality of Senate Bill 1.

While the law states that it does not impair existing contracts, the Maryland Public Service Commission has ruled that grandfathering of existing contracts will end as of December 31, 2025, and that suppliers must issue separate bills for their charges for all new and renewing contracts as of January 1, 2026.

On November 18, 2024, the trial court denied the plaintiffs' motion for a preliminary injunction.

The plaintiffs, including Green Mountain, have filed an appeal to this denial to the Fourth Circuit Court of Appeals.

The plaintiffs, including Green Mountain, filed an appeal to this denial in the Court of Appeals for the Fourth Circuit and oral argument occurred on October 24, 2025.

The appeal is pending.

Alberta Rate of Last Resort — On September 27, 2024, the government of Alberta legislative assembly adopted the Rate of Last Resort Regulation to transition the regulated electricity rate from a monthly, variable rate “Regulated Rate Option” to a two-year, fixed rate “Rate of Last Resort” effective January 1, 2025.

On November 29, 2024, the Alberta Utilities Commission approved a negotiated settlement between Direct Energy Regulated Services and the Utilities Consumer Advocate to establish the Rate of Last Resort price-setting methodology as well as the rate itself for the first two years of the four-year period.

Under the government’s regulation, customers may return to the Rate of Last Resort at any time, and the price for the second two-year term may only vary from the first two-year term by 10%.

The new rates may provide risks and benefits to the Company.

Regional Regulatory Developments

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For further discussion on regulatory developments, see Item 15 — Note 23, Regulatory Matters, to the Consolidated Financial Statements.

Public Utility Commission of Texas’ Actions with Respect to Wholesale Pricing and Market Design — The PUCT continues to analyze and implement multiple options for promoting increased reliability in the wholesale electric market, including the adoption of a reliability standard for resource adequacy and market-based mechanisms to achieve this standard.

PUCT’s Actions with Respect to Wholesale Pricing and Market Design — The PUCT continues to analyze and implement multiple options for promoting increased reliability in the wholesale electric market, including the adoption of a reliability standard for resource adequacy and market-based mechanisms to achieve this standard.

The Commission adopted a reliability standard that became effective in September 2024.

In 2023, the Texas Legislature authorized implementation of the Performance Credit Mechanism ("PCM"), which will measure real-time contribution to system reliability and provide compensation for resources to be available, subject to certain "guardrails" such as an absolute annual net cost cap, as part of its adoption of the PUCT Sunset Bill (House Bill 1500).

The Texas Legislature also directed the PUCT to implement additional market design changes such as the creation of a new ancillary service called Dispatchable Reliability Reserve Service ("DRRS") to further increase ERCOT's capability to manage net load variability and firming requirements for new generation resources which penalize poor performance during periods of low grid reserves.

The PUCT directed ERCOT to implement DRRS as a standalone product which will delay implementation until 2026 or 2027.

Texas Energy Fund — Through Senate Bill 2627, the Texas Legislature created the Texas Energy Fund, which received voter approval in November 2023, and will provide grants and low-interest loans (3%) to incentivize the development of more dispatchable generation and smaller backup generation in ERCOT.

The PUCT adopted a rule in March 2024, which establishes the application and participation requirements and the process by which the Texas Energy Fund loan proceeds for dispatchable generation in ERCOT will be distributed.

The initial window for submitting loan applications was opened on June 1, 2024 and closed on July 27, 2024.

NRG, through its subsidiaries, filed for loan proceeds for three separate projects, totaling more than 1,500 MWs of capacity.

In December 2024, the PUCT decided to shelve implementation of the PCM indefinitely.

The Texas Legislature also directed the PUCT to implement a new ancillary service called Dispatchable Reliability Reserve Service ("DRRS") to further increase ERCOT's capability to manage net load variability and firming requirements for new generation resources which penalize poor performance during periods of low grid reserves.

In November 2025, ERCOT published an updated design proposal for DRRS that includes the ability for the PUCT to configure it to support resource adequacy through stronger financial incentives for dispatchable thermal generation.

The PUCT will evaluate the final design of DRRS as part of the review of the reliability standard in 2026.

The PUCT adopted a final rule to implement the firming requirement in December 2025, which requires new generation resources with signed interconnection agreements on or after January 1, 2027, to acquire additional capacity to meet a minimum requirement during low reserve hours on the ERCOT system.

Texas Energy Fund — Through SB 2627, the Texas Legislature created the TEF, to provide grants and low-interest loans (3%) to incentivize the development of more dispatchable generation and smaller backup generation in ERCOT.

The PUCT also adopted a rule for the completion bonus grant program in April 2024, which provides for opportunities for grants of $120,000 per MW for dispatchable generation projects interconnected before June 1, 2026, or $80,000 per MW for dispatchable generation projects interconnected on or after June 1, 2026 but before June 1, 2029, subject to performance requirements.

Applications for completion bonus grants can be submitted beginning in January 2025.

Availability of grant funds may be impacted by the 10,000 MW collective cap on the ERCOT loan and grant program.

On August 29, 2024, the PUCT approved an initial portfolio of projects to move into a due diligence process with its third-party administrator.

NRG THW GT LLC's 415 MW gas peakers, which is projected to become commercially operational in 2026, was among the projects selected to move into diligence, and that process is underway.

On December 12, 2024, the PUCT approved two additional projects to move into due diligence, including Cedar Bayou Unit 5’s 689 MW combined cycle generating facility, which is projected to become commercially operational in 2028.

Approximately 9,700 MW of projects are currently approved to undergo due diligence.

Real-time Co-optimization of Energy and Ancillary Services ("RTC") — ERCOT is progressing with a multi-year project to upgrade its systems to co-optimize the dispatch of energy and ancillary services in real-time.

The RTC project will also replace the Operating Reserve Demand Curve with demand curves for each ancillary service product which will act as the primary scarcity pricing mechanism when energy or ancillary services are in shortage.

ERCOT anticipates commencing market trials for testing the RTC project in Spring 2025 with production to go-live on December 5, 2025.

Supreme Court of Texas Ruling on Pricing during Winter Storm Uri — On June 14, 2024, the Supreme Court of Texas affirmed the validity of two orders issued by the PUCT on February 15 and 16, 2021, respectively, governing scarcity pricing in the ERCOT wholesale electricity market during Winter Storm Uri.

The Supreme Court's order reversed the judgment of the Third Court of Appeals, which had held that the PUCT exceeded its statutory authority by ordering the market price of energy to be set at the high system wide offer cap due to scarcity conditions as a result of firm load shed occurring in ERCOT.

In addition to holding that the PUCT's orders were consistent with the agency's statutory authority, the Supreme Court of Texas found that the PUCT had substantially complied with the Administrative Procedure Act's procedural rulemaking requirements in issuing its orders.

Voluntary Mitigation Plan (“VMP”) Changes — On March 13, 2023, the PUCT Staff determined that a portion of NRG's VMP should be terminated due to the increase in procurement of ancillary services by ERCOT, specifically non-spin reserve services, following Winter Storm Uri.

As such, PUCT Staff terminated part of the VMP for NRG which provides protection from wholesale market power abuse accusations related to offers for ancillary services.

NRG agreed with these changes to the VMP.

At the March 23, 2023 open meeting, the PUCT approved the amended VMP.

In February 2024, NRG filed a notice of intent with the PUCT and terminated its existing VMP as of March 1, 2024.

Lubbock, Texas Transition to Competition — The customers of Lubbock Power and Light ("LP&L"), a municipally owned utility, entered the Texas retail competitive market in March 2024.

Starting in January 2024, LP&L customers were able to shop for a REP.

Customers who did not select a REP by February 15, 2024 were assigned to one of three default REPs, one of which is Reliant.

LP&L customers started transitioning to their chosen REP or a default REP on March 4, 2024, which concluded in early April 2024.

The 89th Texas Legislature passed SB 2268, which separated the 10,000 MW collective cap on the ERCOT loan and grant programs resulting in a 10,000 MW cap for the loan program and a separate 10,000 MW cap for the completion bonus grant program.

NRG, through its subsidiaries, filed and received approval from the PUCT for loan proceeds for three separate projects, totaling more than 1,500 MWs of capacity.

Specifically, on July 31, 2025, the Company entered into a $216 million loan agreement with the PUCT under the TEF (the “First TEF Loan”) to support the development of T.H.

Wharton, a 415 MW facility.

On December 12, 2025, the PUCT approved the notice of eligibility for the completion bonus grant for T.H.

On September 26, 2025, the Company entered into a $562 million loan agreement with the PUCT under the TEF (the “Second TEF Loan”) to support the development of Cedar Bayou 5, a 689 MW facility.

Lastly, on November 20, 2025, the Company entered into a $370 million loan agreement with the PUCT under the TEF (the “Third TEF Loan”) to support the development of Greens Bayou 6, a 443 MW facility.

All three projects are currently under construction.

Real-time Co-optimization of Energy and Ancillary Services plus Batteries (“RTC+B”) — On December 5, 2025, ERCOT implemented its multi-year project to upgrade its systems to co-optimize the dispatch of energy and ancillary services in real-time.

The RTC+B project replaced the Operating Reserve Demand Curve with demand curves for each ancillary service product which will act as the primary scarcity pricing mechanism when energy or ancillary services are in shortage.

Senate Bill 6 — On June 20, 2025, the Governor of Texas signed SB 6 into law, which includes various provisions that concern how both ERCOT, transmission and distribution utilities, and power generation companies plan for and serve large loads (defined as 75 MWs and above) in the ERCOT market.

SB 6 improves load forecasting accuracy by requiring criteria for inclusion into the forecast and by requiring financial commitments upon a request for a large load customer seeking interconnection to begin engineering studies.

In addition, SB 6 includes processes by which large loads should be required or incentivized to curtail their operations.

At the same time, SB 6 establishes a PUCT regulatory procedure to minimize potential reliability and stranded-cost impacts that may be associated with new large load co-locations with power generators that were interconnected to ERCOT and operating as stand-alone generators as of September 1, 2025.

Generators connected to the grid after this date are exempt from this procedure.

Finally, SB 6 requires the PUCT to investigate revising the cost allocation and rate design that governs the ERCOT transmission system.

The PUCT rulemaking process for these components of SB 6 is in progress.

Capacity Market Litigation and Reforms — On September 27, 2024, various public interest organizations filed a complaint at FERC against PJM seeking changes to the treatment of RMRs in the capacity market.

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On February 14, 2025, FERC approved PJM’s filings.

One party filed a request for rehearing, and on August 8, 2025, FERC issued an order denying the rehearing request.

On December 13, 2024, PJM filed tariff changes to add provisions enabling a one-time reliability-based expansion of the eligibility criteria for PJM’s interconnection process intended to allow a limited number of additional resources to participate in an upcoming interconnection queue.

On February 11, 2025, FERC approved PJM’s filing.

Multiple parties filed requests for rehearing, and on July 28, 2025, FERC issued an order denying the rehearing requests.

On December 20, 2024, PJM submitted tariff changes that propose to require all Existing Generation Capacity Resources to offer into the capacity auctions beginning with the 2026/2027 delivery year as well as certain enhancements to the Market Seller Offer Cap.

On February 20, 2025, FERC approved PJM’s filing.

On December 30, 2024, Pennsylvania Governor Josh Shapiro and the Commonwealth of Pennsylvania filed a complaint at FERC alleging that PJM’s demand curve cap is unjust and unreasonable.

The complaint seeks to lower the demand curve cap to be 1.5 times net CONE of the reference resource.

On January 28, 2025, PJM notified stakeholders that it had reached an agreement with Governor Shapiro, and on February 14, 2025, PJM and Governor Shapiro filed a join settlement agreement establishing the capacity market temporary price cap and price floor for the next two auctions and also filed a motion to dismiss the December 30, 2024 complaint.

Any changes approved by FERC could affect future capacity prices.

Revisions to PJM Locational Deliverability Area (“LDA”) Reliability Requirement — The Base Residual Auction ("BRA") for the 2024/2025 delivery year commenced on December 7, 2022 and closed on December 13, 2022.

On December 19, 2022, PJM announced that it would delay the publication of the auction results.

On December 23, 2022, PJM made a filing at FERC to revise the definition of LDA Reliability Requirement in the Tariff.

This would allow PJM to exclude certain resources from the calculation of the LDA Reliability Requirement.

Multiple parties filed requests for rehearing and on June 26, 2025, FERC issued an order denying the rehearing requests.

On February 20, 2025, PJM submitted proposed revisions to its tariff to establish a price cap and a price floor for the auctions for 2026/2027 and 2027/2028 delivery years.

Two parties filed requests for rehearing, and on September 30, 2025, FERC issued an order denying the rehearing requests.

Revisions to PJM Locational Deliverability Area (“LDA”) Reliability Requirement — PJM delayed publication of the Base Residual Auction ("BRA") results for the 2024/2025 delivery year and filed at FERC to revise the definition of the LDA Reliability Requirement in the Tariff to allow PJM to exclude certain resources from the calculation of the LDA Reliability Requirement.

On February 21, 2023, FERC accepted PJM's filing.

Multiple parties, including NRG, filed for rehearing.

Rehearing was denied by operation of law, and multiple parties, including the Company, filed appeals to the Third Circuit Court of Appeals.

On March 12, 2024, the court vacated the portion of the FERC orders that allow PJM to apply the LDA Reliability Requirement to the 2024/2025 capacity auction.

On March 29, 2024, PJM filed a petition seeking confirmation as to the capacity commitments rules for the 2024/2025 auction.

On April 22, 2024, multiple parties filed a complaint seeking to find the revised rate unjust and unreasonable and implement rates consistent with FERC's February 2023 decision, which was denied on July 9, 2024.

Rehearing was denied by operation of law, and multiple parties, including the Company, filed appeals to the Court of Appeals for the Third Circuit.

On March 12, 2024, the court vacated the portion of the FERC orders that allowed PJM to apply the revised LDA Reliability Requirement to the 2024/2025 capacity auction.

On March 29, 2024, PJM filed a petition for declaratory order seeking confirmation as to the capacity commitment rules for the 2024/2025 auction.

On April 22, 2024, in response to PJM’s March 29, 2024 petition, multiple parties filed a complaint seeking to find the revised rate unjust and unreasonable and implement rates consistent with FERC's February 2023 decision (“April 2024 complaint”).

On May 6, 2024,

FERC directed PJM to recalculate the 2024/2025 auction results under the initial LDA Reliability Requirement rules, and further directed PJM to rerun the Third Incremental Auction.

PJM published the revised BRA and Third Incremental Auction results on May 8, 2024 and May 23, 2024, respectively.

On July 9, 2024, FERC denied the April 2024 complaint.

Those parties filed an appeal to the Court of Appeals for the D.C.

Circuit on November 5, 2024.

On May 6, 2024, FERC directed PJM to recalculate the 2024/2025 auction results under the Initial LDA Reliability Requirement rules, and further directed PJM to rerun the Third Incremental Auction.

PJM published the revised BRA and Third Incremental Auction results on May 8, 2024 and May 23, 2024, respectively.

On June 14, 2024, multiple parties filed appeals to the Third Circuit Court of Appeals seeking review of the May 6, 2024 FERC orders approving PJM's petition to restore the original capacity commitment rules for PJM to recalculate the 2024/2025 BRA and the rerun of the 2024/2025 BRA.

As a result, the capacity for the 2024/2025 delivery year in the Delmarva Power and Light South zone resulted in higher prices.

This outcome may change depending upon the disposition of the outstanding complaint and appeals.

Multiple parties, including NRG, intervened in the appeal and oral argument was held on November 17, 2025.

On January 13, 2026, the Court of Appeals for the D.C.

Circuit issued a decision vacating FERC’s order denying the April 2024 complaint and remanding the case to FERC for a ruling on the substance of the complaint.

PJM Base Residual Auction Revisions and Delay — On October 13, 2023, PJM made two filings at FERC.

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In November 2024, at PJM’s request, FERC approved delays to future BRAs.

The 2026/2027 BRA is currently scheduled for July 2025.

Indian River RMR Proceeding — On June 29, 2021, Indian River notified PJM that it intended to retire Unit 4, effective May 31, 2022, due to expected uneconomic operations.

On July 30, 2021, PJM responded to the deactivation notice and stated that PJM had identified reliability violations resulting from the proposed deactivation of Unit 4.

NRG filed a cost based RMR rate schedule at FERC on April 1, 2022.

FERC accepted the rate schedule with a June 1, 2022 effective date, subject to refund and established hearing and settlement procedures.

The Company reached settlement with a number of the intervening parties and the settlement agreement was filed at FERC on April 2, 2024.

On July 22, 2025, PJM announced the results of its BRA for the 2026/2027 planning year.

The price came in at the FERC-approved cap of $329.17/MW-day for the entire PJM footprint of which NRG cleared approximately 1,008 MWs from the Company’s PJM generation fleet.

NRG’s expected capacity revenues from the BRA for the 2026/2027 delivery year is approximately $121 million.

On December 17, 2025, PJM announced the results of its BRA for the 2027/2028 delivery year.

The price came in at the FERC-approved cap of $333.44/MW-day for the entire PJM footprint of which NRG cleared approximately 1,077 MWs from the Company’s PJM generation fleet.

NRG’s expected capacity revenues from the BRA for the 2027/2028 delivery year is approximately $131 million.

PJM’s Reforms to Large Load Additions — On September 15, 2025, PJM began a formal stakeholder process called the Critical Issue Fast Path (“CIFP”) to address large load additions.

Discussed reforms include changes to the PJM demand response program, improvements to load forecasting, and an expedited interconnection pathway for qualified large load projects.

On November 19, 2025, the CIFP process concluded, and the PJM Board of Managers (“Board”) began deliberations to determine a final proposal, with the goal of submitting a filing at FERC to implement the identified reforms in the first quarter of 2026.

On January 16, 2026, the National Energy Dominance Council within the White House released a Statement of Principles, signed by all 13 governors in the PJM region, urging PJM to address revenue certainty for new generation through an auction process for new capacity, allocate the costs of these new resources to data centers, improve load forecasting, and accelerate ongoing generation interconnection studies.

Also on January 16, 2026, the PJM Board issued a decisional letter on the CIFP process.

The Board letter directed PJM staff to implement changes to load forecasting, implement a bring your own new generation program and associated expedited interconnection track, initiate immediately a Reliability Backstop Auction to obtain commitments of additional generation for a longer term, and undertake a holistic review of the PJM markets to analyze how they can evolve to provide appropriate incentives for investment and performance.

PJM also sought feedback on keeping the price collar in place for the 2028/29 and 2029/30 delivery years.

The implementation of these market changes could have material impacts on the PJM market.

Consumer Advocates Complaint — On April 14, 2025, various state consumer advocates filed a complaint with FERC asking FERC to reprice the 2025/2026 PJM capacity auction results.

If FERC were to grant the request, the capacity prices for the 2025/2026 delivery year would be expected to change.

The complaint is pending at FERC.

Indian River RMR Proceeding — On June 29, 2021, Indian River notified PJM that it intended to retire Unit 4.

PJM identified reliability violations resulting from the proposed deactivation of Unit 4.

The Company filed a cost based RMR rate schedule at FERC.

The Company reached settlement with a number of the intervening parties and the settlement agreement was filed.

On January 16, 2025, FERC issued an order approving the settlement agreement.

On February 14, 2025, the Independent Market Monitor and the Maryland Office of the People’s Counsel filed a request for a rehearing of the January 16, 2025 FERC order.

PJM announced the Delmarva Power transmission upgrades were completed in December 2024 and as a result, PJM sent NRG a termination notice.

Indian River Unit 4 retired on February 23, 2025.

Independent Market Monitor Market Seller Offer Cap Complaint — On March 18, 2021, finding that the calculation of the default Market Seller Offer Cap was unjust and unreasonable, FERC issued an order, which permitted the PJM May 2021 capacity auction for the 2022/2023 delivery year to continue under the existing rules and set a procedural schedule for parties to file briefs with possible solutions.

On September 2, 2021, FERC issued an order in response to a complaint filed by the PJM Independent Market Monitor's proposal, which eliminated the Cost of New Entry-based Market Seller Offer Cap, implemented a limited default cap for certain asset classes based on going-forward costs and provided for unit specific cost review by the Independent Market Monitor for all other non-zero offers into the auctions.

On October 4, 2021, as required by the Order, PJM submitted its compliance tariff and certain parties filed a motion for rehearing, which was denied by operation of law.

On February 18, 2022, FERC addressed the arguments raised on rehearing and rejected the rehearing requests.

Multiple parties filed appeals at the Court of Appeals for the D.C.

Circuit, and on August 15, 2023, the Court denied the petitions for review.

On January 12, 2024, the generator trade association filed a petition for review with the U.S.

Supreme Court to overturn the August 15, 2023 judgment.

On May 28, 2024, the U.S Supreme Court denied the petition for review.

Final Rule on Reactive Power Payments — On October 17, 2024, FERC issued its final rule on reactive power, eliminating compensation for a generator’s reactive power within the standard power factor.

ISOs must make a compliance filing, but FERC will permit ISO-NE, NYISO, and PJM to request a later effective date.

This change affects the payments provided to generators providing reactive power service.

Change to Energy Efficiency in the PJM Capacity Auction — On November 5, 2024, FERC approved PJM’s proposal to terminate compensation paid through the PJM capacity market to energy efficiency resources beginning in the 2026/2027 auction year.

However, energy efficiency resources will be counted as a reduction in the PJM load forecast that is the basis of the PJM capacity auction.

FERC's action will eliminate wholesale market financial support for utility-run programs authorized by state utility commissions, as well as certain third-party providers of energy efficiency services.

NRG's demand-side programming is not significantly affected by the modification .

On May 19, 2025, Maryland Office of People’s Counsel filed an appeal to the Court of Appeals for the Fourth Circuit of FERC’s denial on its request for rehearing.

On August 22, 2025, NRG filed a motion to transfer venue.

On November 12, 2025, the motion to transfer venue was granted and the appeal was transferred to the Court of Appeals for the D.C.

The appeal is pending.

Other Regulatory Matters

From time to time, NRG entities may be subject to examinations, investigations and/or enforcement actions by federal, state and provincial licensing and regulatory agencies and may face the risk of penalties for violation of financial services, consumer protection and other applicable laws and regulations.

Environmental Regulatory Matters

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These laws generally require that governmental permits and approvals be obtained before construction and maintained during operation of power plants.

Federal and state environmental laws generally have become more stringent over time.

Future laws may require the addition of emissions controls or other environmental controls, impose restrictions on the Company's operations including unit retirements or impose obligations related to historic coal ash use, storage and disposal.

In general, the electric generation industry has faced increasingly stringent requirements regarding air quality, GHG emissions, combustion byproducts, water use and discharge, and threatened and endangered species including several rules promulgated in 2024.

Future laws may require the addition of emissions controls or other environmental controls or to impose additional restrictions the operations of the Company's facilities including unit retirements or impose obligations related to historic coal ash use, storage and disposal.

At the federal level, the President has issued several Executive Orders that indicate that the current administration intends to relax or rescind some previously promulgated regulations.

The EPA has proposed several and finalized some rules that relax and/or rescind regulations previously promulgated.

Complying with environmental laws often involves specialized human resources and significant capital and operating expenses, as well as occasionally curtailing operations.

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The relevant NAAQS may become more stringent.

In March 2024, the EPA increased the stringency of the PM2.5 NAAQS.

In March 2024, the EPA increased the stringency of the PM2.5 NAAQS but in November 2025, the EPA asked the DC Circuit to vacate the March 2024 rule.

The Company maintains a comprehensive compliance strategy to address continuing and new requirements.

Complying with increasingly stringent air regulations could require the installation of additional emissions control equipment at some NRG facilities or retiring of units if installing such controls is not economic.

Complying with increasingly stringent requirements could require the installation of additional emissions control equipment at some NRG facilities or retiring of units if installing such controls is not economic.

Significant changes to air regulatory programs affecting the Company are described below.

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In 2019, the EPA promulgated the ACE rule, which rescinded the CPP, which had sought to broadly regulate CO2 emissions from the power sector.

On January 19, 2021, the D.C.

On January 19, 2021, the U.S.

Court of Appeals for the D.C.

Circuit (the “D.C.

Circuit”) vacated the ACE rule (but on February 22, 2021, at the EPA's request, stayed the issuance of the portion of the mandate that would vacate the repeal of the CPP).

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Supreme Court held that the "generation shifting" approach in the CPP exceeded the powers granted to the EPA by Congress.

The Court did not address the related issues of whether the EPA may adopt only measures applied at each source.

On May 9, 2024, the EPA promulgated a rule that repealed the ACE rule and significantly revised the manner in which new combustion-turbine and existing steam EGU's GHG emissions will be regulated including capturing and storing/sequestering CO 2 in some instances.

On May 9, 2024, the EPA promulgated a rule that repealed the ACE rule and significantly revised the manner in which new combustion-turbine and existing steam EGU's GHG emissions would be regulated including capturing and storing/sequestering CO2 in some instances.

This rule has been challenged by numerous parties in the D.C.

Circuit including 27 states with 22 states intervening in support of the rule.

The DC Circuit held oral arguments related to this rule in December 2024.

On February 5, 2025, the DOJ filed a motion asking the court to hold proceedings in abeyance while the new administration evaluates the rule.

The court granted the motion on February 19, 2025.

Cross-State Air Pollution Rule (“CSAPR”) — On March 15, 2023, the EPA signed and released a prepublication of a final rule that sought to significantly revise the CSAPR to address the good-neighbor obligations of the 2015 ozone NAAQS for 23 states after earlier having disapproved numerous state plans to address the issue.

Circuit held oral arguments related to this rule in December 2024.

In February 2025, the court granted a motion the DOJ filed asking the court to hold proceedings in abeyance while the EPA evaluates the rule.

On June 17, 2025, the EPA proposed to repeal all GHG emission standards for fossil fuel-fired power plants under Section 111 of the CAA.

The EPA is proposing to conclude that GHG emissions from domestic fossil fuel-fired EGUs do not contribute to dangerous air pollution at a level sufficient to invoke the EPA’s authority under CAA Section 111.

In addition to its primary proposal to repeal all GHG emission standards for the power sector promulgated in both 2015 and 2024, the EPA has included an alternative proposal to repeal just specific portions.

On February 18, 2026, the EPA rescinded the 2009 GHG Endangerment Finding related to motor vehicle emissions.

Although this rescission does not directly alter the GHG regulations related to power plants, the Company believes that the EPA may amend such regulations in the next few months.

Cross-State Air Pollution Rule (“CSAPR”) — On March 15, 2023, the EPA signed and released a prepublication version of a final rule that sought to significantly revise the CSAPR to address the good-neighbor obligations of the 2015 ozone NAAQS for 23 states (a Federal Implementation Plan or “FIP”) after earlier having disapproved numerous state plans to address the issue.

Several states, including Texas, challenged the EPA's disapproval of their state plans.

On May 1, 2023, the U.S.

Court of Appeals for the Fifth Circuit stayed the EPA's disapproval of Texas' and Louisiana's state plans, which disapprovals are a condition precedent to the EPA imposing its plan on Texas and Louisiana.

Several other states are also similarly situated because of similar stays.

Nonetheless, on June 5, 2023, the EPA promulgated this rule.

On July 31, 2023, the EPA promulgated an interim final rule that addresses the various judicial orders that have stayed several State-Implementation-Plan disapprovals by limiting the effectiveness of certain requirements of the final rule promulgated on June 5, 2023 in Texas and several other states.

Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) stayed the EPA's disapproval of Texas's and Louisiana's state plans, which disapprovals are a condition precedent to the EPA imposing its plan on Texas and Louisiana.

On March 25, 2025, the Fifth Circuit upheld the EPA’s disapproval of Texas’s and Louisiana’s state plans but did not address the FIP.

On May 9, 2025, Texas and other parties petitioned the Fifth Circuit for a rehearing with the whole court.

On June 5, 2023, the EPA promulgated the FIP.

On June 27, 2024, the U.S.

Supreme Court stayed the final rule in the 11 states where the rule had not already been stayed.

The Company cannot predict the outcome of the legal challenges to the:

(i) various state disapprovals;

(ii) the final rule promulgated on June 5, 2023;

and (iii) the interim final rule promulgated on July 31, 2023 that seeks to address the judicial orders.

The Company anticipates that the new U.S.

presidential administration will revisit this rule.

Regional Haze Proposal — On May 2023, the EPA proposed to withdraw the existing Texas Sulfur Dioxide Trading Program and replace it with unit-specific SO 2 limits for 12 units in Texas to address requirements to improve visibility at National Parks and Wilderness areas.

If finalized as proposed, the rule would result in more stringent SO 2 limits for two of the Company's coal-fired units in Texas.

The Company cannot predict the outcome of this proposal.

Supreme Court stayed the FIP in the 11 states where the rule had not already been stayed.

On April 14, 2025, the D.C.

Circuit granted the EPA’s request to hold the legal challenges in abeyance while the EPA revisits the rule.

On January 30, 2026, the EPA proposed a Phase 1 reconsideration rule covering Alabama, Arizona, Iowa,

Kansas, Kentucky, Minnesota, Mississippi, Nevada, New Mexico and Tennessee.

The EPA intends to address additional states in a separate action.

The Company cannot predict the outcome of the legal challenges to the various state disapprovals and the final rule promulgated on June 5, 2023.

Regional Haze — In May 2023, the EPA proposed to withdraw the existing Texas Sulfur Dioxide Trading Program and replace it with unit-specific SO 2 limits for 12 units in Texas to address requirements to improve visibility at National Parks and Wilderness areas.

The Company does not expect this proposal to be finalized during the current U.S.

presidential administration.

On December 5, 2025, the EPA approved Texas’s plans to address the Regional Haze rule.

Greenhouse Gas Emissions — NRG emits CO 2 when generating electricity at its facilities.

Nearly all of NRG's domestic GHG emissions are subject to federal (U.S.

EPA) GHG reporting requirements.

NRG's climate goals are to reduce greenhouse gas emissions by 50% by 2025, from its current 2014 base year, and to achieve net-zero emissions by 2050.

Greenhouse gas emissions included in NRG's goals are directly controlled emissions, emissions from purchased electricity for NRG's consumption, and emissions from employee business travel.

In March 2021, the Science Based Targets initiative validated NRG's 2025 and 2050 goals as aligned with a 1.5 degree Celsius trajectory.

This validation was based on NRG’s business in 2020, prior to its acquisition of Direct Energy and Vivint.

Following the acquisitions, the magnitude of NRG’s indirect emissions changed, and the Company is currently in the process of analyzing these emissions.

From the current 2014 base year through 2025, the Company's directly controlled CO 2 e emissions decreased from 57 million metric tons to 30 million metric tons, representing a cumulative 47% reduction.

The decrease is attributed to reductions in fleet-wide annual net generation and an overall market-driven shift away from coal as a primary fuel to natural gas.

continued achievement of NRG's 2025 emissions reduction targets could be impacted by volatility within the power markets, driven by market conditions and changes in regulatory policies.

Although the Company exceeded its goal in 2023 (58%) and 2024 (57%), its 2025 (47%) emissions reduction was impacted by volatility within the power markets, driven by market conditions.

As of December 31, 2025, less than 5% of the Company's consolidated revenues were derived from coal-fired operating assets.

The following charts reflect the Company’s domestic generation portfolio, including leased facilities and those accounted for through equity method investments, but excluding the battery storage and remaining renewables activity.

The following charts reflect the Company’s domestic generation portfolio, including assets accounted for through equity method investments but excluding the remaining renewables activity.

Prior year information on U.S.

CO 2 e emissions and U.S.

generation was adjusted to remove divested assets.

generation was adjusted to include acquired assets and to remove divested assets.

Mercury and Air Toxics Standards (“MATS”) — On May 7, 2024, the EPA promulgated a final rule that amends the MATS rule by, among other things, increasing the stringency of the filterable particulate matter standard at coal-burning units.

The deadline for complying with this more stringent standard is 2027.

The deadline for complying with this more stringent standard had been 2027.

On April 8, 2025, the President signed a Proclamation that creates a 2-year exemption for compliance beginning on July 8, 2027 and ending on July 8, 2029 for certain coal units including those owned by the Company.

Twenty-three states have challenged this rule in the D.C.

Accordingly, the outcome of this rulemaking is uncertain.

The Company anticipates that the new U.S.

presidential administration will revisit this rule.

In April 2015, the EPA finalized the rule regulating byproducts of coal combustion (e.g., ash and gypsum) as solid wastes under the RCRA.

On July 30, 2018, the EPA promulgated a rule that amended the ash rule by extending some of the deadlines and providing more flexibility for compliance.

On June 17, 2025, the EPA proposed to repeal the majority of the 2024 final rule amending the MATS rule.

The outcome of this rulemaking is uncertain.

The Company anticipates that the U.S.

presidential administration will substantively revise this rule.

The Company is required under the Clean Water Act to comply with intake and discharge requirements, requirements for technological controls and operating practices.

As with air quality regulations, federal and state water regulations have become more stringent and imposed new requirements.

ELG — In 2015, the EPA revised the ELG for Steam Electric Generating Facilities, which imposed more stringent requirements (as individual permits were renewed) for wastewater streams from FGD, fly ash, bottom ash and flue gas mercury control.

On October 13, 2020, the EPA amended the 2015 ELG rule by:

(i) altering the stringency of certain limits for FGD wastewater;

(ii) relaxing the zero-discharge requirement for bottom ash transport water;

and (iii) changing several deadlines.

In 2021, NRG informed its regulators that the Company intends to comply with the ELG by ceasing combustion of coal by the end

of 2028 at its domestic coal units outside of Texas, and installing appropriate controls by the end of 2025 at its two plants that have coal-fired units in Texas.

On May 9, 2024, the EPA promulgated a rule that again revises the ELG by, among other things, further restricting the discharge of (i) FGD wastewater, (ii) bottom ash transport water, and (iii) combustion residual leachate.

The rule was challenged in numerous courts, but the cases were consolidated in the U.S.

Court of Appeals for the Eighth Circuit.

The outcome of the legal challenges is uncertain.

On February 19, 2025, the DOJ filed a motion asking the court to hold proceedings in abeyance while the U.S.

presidential administration evaluates the rule, which the court granted.

On December 31, 2025, the EPA promulgated a rule that extends several deadlines and provides greater flexibility regarding decisions to invest in more stringent controls.

In 2015, the EPA finalized the rule regulating byproducts of coal combustion (e.g., ash and gypsum) as solid wastes under the RCRA.

On August 21, 2018, the D.C.

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The rule also creates an obligation to conduct site assessments (at all active and certain inactive facilities) to determine whether CCR management units are present.

On February 10, 2026, the EPA promulgated a rule extending certain deadlines in the 2024 rule.

The rule has been challenged in the D.C.

Circuit and the outcome of the legal challenges is uncertain.

The Company anticipates that the new U.S.

presidential administration will revisit this rule.

Domestic Site Remediation Matters

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NRG may provide additional performance assurance if required by the Railroad Commission of Texas.

The Company is required under the Clean Water Act to comply with intake and discharge requirements, requirements for technological controls and operating practices.

As with air quality regulations, federal and state water regulations have become more stringent and imposed new requirements.

In 2017, the EPA promulgated a final rule that, among other things, postponed the compliance dates to preserve the status quo for FGD wastewater and bottom ash transport water by two years to November 2020 until the EPA amended the rule.

On October 13, 2020, the EPA amended the 2015 ELG rule by:

(i) altering the stringency of certain limits for FGD wastewater;

(ii) relaxing the zero-discharge requirement for bottom ash transport water;

and (iii) changing several deadlines.

In October 2021, NRG informed its regulators that the Company intends to comply with the ELG by ceasing combustion of coal by the end of 2028 at its domestic coal units outside of Texas, and installing appropriate controls by the end of 2025 at its two plants that have coal-fired units in Texas.

On May 9, 2024, the EPA promulgated a rule that revises the ELG by, among other things, further restricting the discharge of (i) FGD wastewater, (ii) bottom ash transport water, and (iii) combustion residual leachate.

The rule was challenged in numerous courts, but the cases have been consolidated in the Eighth Circuit of the U.S.

Court of Appeals.

The outcome of the legal challenges is uncertain.

On February 19, 2025, the DOJ filed a motion asking the court to hold proceedings in abeyance while the new administration evaluates the rule.

The Company anticipates that the new U.S.

presidential administration will revisit this rule.

Regional Environmental Developments

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As of December 31, 2025, NRG and its consolidated subsidiaries had 16,702 employees, including 7,929 active smart home direct sales and installation individuals, which are largely seasonal.

Approximately 4% of the Company's employees were covered by U.S.

Approximately 4% of the Company's employees were

covered by U.S.

collective bargaining agreements.

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The following chart reflects the Company's 5 year safety record, excluding Vivint Smart Home which uses different industry specific safety benchmarks.

For 2025, Vivint Smart Home safety performance was better than the industry average when measured against relevant, industry-specific benchmarks, with a recordable injury rate of 2.07 compared to the Bureau of Labor Statistics median of 2.50.

Health and Wellness

NRG has continued to invest in the health and well-being of its employees and their families by providing programs that holistically support its employees’ physical, emotional, social and financial wellness, allowing employees the opportunity to take control of their well-being and focus on what matters most to them for a healthy, secure future.

The Company includes well-being goals as a metric in the Annual Incentive Plan (AIP), ensuring participants are motivated to improve their overall well-being.

The Company includes well-being questions in the annual employee engagement survey as well as goals as a metric in the Annual Incentive Plan (“AIP”), ensuring that the Company has an informed view of well-being across NRG and that AIP participants are motivated to improve their overall well-being.

Employee Engagement

NRG seeks to create work environments where employees are treated fairly and respectfully and where each voice matters.

The Company seeks to build on that position by continually improving its hiring and promotion policies and supporting the growth of Business Resource Groups (“BRGs”).

In these BRGs, employees can share, learn, and receive support from colleagues with whom they have an affinity based on shared backgrounds or interests.

The Company strives to be a place that empowers employee growth that celebrates the individual employee and his or her unique backgrounds.

NRG is committed to a merit-based workplace where employees are treated fairly and with respect.

The Company seeks to build on that position by continually improving its hiring and promotion policies, linking them to its new company values and leadership competencies, while promoting a culture of internal mobility and growth for its employees.

The Company strives to be a place that empowers employee growth and celebrates the individual employee and their unique backgrounds.

Talent Development

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The Board of Directors regularly engages with management on leadership development and succession planning, including providing feedback on development plans and bench strength for key senior leader positions.

In 2024, the Company continued its annual Emerging Executive Leaders Program to strengthen the identified pipeline of future executives and create a cohort of high potential candidates to work on active company challenges or opportunities.

Additionally, the Company expanded a front-line leader program called Peak Leadership to the entire company with the intent to onboard first-level leaders into their leadership role in select business units, and will look to continue growing the initiative in 2025.

The Company has a performance management tool that emphasizes a continuous feedback loop and a robust online training curriculum covering topics such as leadership, communication and productivity.

In 2025, the Company launched several development tools like the career development launch pad and LinkedIn Learning, seeing robust usage among employees.

NRG continued its annual Emerging Executive Leaders Program to strengthen the identified pipeline of future executives and create a cohort of high potential candidates to work on active company challenges or opportunities.

Company has a performance management tool that emphasizes a continuous feedback loop, with 97% of employees completing a midyear 2025 check in.

Employees have access to a robust online training curriculum covering topics such as leadership, communication and productivity.

During 2025, more than 1,400 employees at different levels participated in facilitated training sessions.

Total Rewards

NRG seeks to provide market competitive compensation and benefits benchmarked against the industries in which the Company operate:

NRG seeks to provide market competitive compensation and benefits benchmarked against the industries in which the Company operates:

energy, consumer services and, where appropriate, the entire market.

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Every two years, the Company engages an independent third-party to benchmark its compensation and benefits programs against its peers and report the results to the Compensation Committee of the Board of Directors.

For further discussion and recent available data regarding the Company’s efforts and programs please see the Company’s 2024 Proxy Statement and 2023 Sustainability Report, which are available on the Company’s website at:

For further discussion and recent available data regarding the Company’s efforts and programs please see the Company’s 2025 Proxy Statement and 2024 Sustainability Metrics which are available on the Company’s website at:

www.nrg.com .

Information included in these documents is not intended to be incorporated into this Annual Report on Form 10-K.

Information included on or accessible via the Company’s website is not part of, or otherwise incorporated into, this Annual Report on Form 10-K.

Available Information

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The Company also routinely posts press releases, presentations, webcasts, sustainability reports and other information regarding the Company on the Company's website.

The information posted on the Company's website is not a part of this report.

The information posted on or accessible via the Company's website is not a part of, or otherwise incorporated into, this report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business