What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-26 · 702 added, 655 removed, 2449 unchanged (36% of the section changed)

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(1) Consists of shares issuable under the NRG LTIP.

See Note 20, Stock-Based Compensation for a discussion of the NRG LTIP

See Item 15 — Note 20, Stock-Based Compensation for a discussion of the NRG LTIP

(2) Consists of shares issuable under the Vivint LTIP.

On March 10, 2023, in connection with the Acquisition, NRG assumed the Vivint LTIP.

While the Vivint LTIP was previously approved by stockholders of Vivint Smart Home, Inc., the plan is listed as "not approved" because it was assumed as part of the Acquisition and not subject to approval by NRG stockholders.

The Company intends to make subsequent grants under the Vivint LTIP.

See Note 20, Stock-Based Compensation for a discussion of the Vivint LTIP

On March 10, 2023, in connection with the acquisition of Vivint Smart Home, NRG assumed the Vivint LTIP.

While the Vivint LTIP was previously approved by stockholders of Vivint Smart Home, Inc., the plan is listed as "not approved" because it was assumed as part of the acquisition of Vivint Smart Home and not subject to approval by NRG stockholders.

See Item 15 — Note 20, Stock-Based Compensation for a discussion of the Vivint LTIP

(3) Consists of 6,648,805 shares of common stock under the NRG LTIP, 12,893,481 shares of common stock under the Vivint LTIP and 6,284,148 shares of treasury stock reserved for issuance under the ESPP

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Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders.

Item 15 — Exhibits, Financial Statement Schedules

Item 15 — Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

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2,602 2,345 2,094

Provision for credit losses 314 251 11

Acquisition-related transaction and integration costs 74 30 119

Total operating costs and expenses 28,843 25,914 30,017

Gain on sale of assets 208 1,578 52

(Loss)/Gain on sale of assets ( 25 ) 208 1,578

Operating Income 1,845 2,424 384

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Net Income/(Loss) $ 864 $ 1,125 $ ( 202 )

Other Comprehensive (Loss)/Income, net of tax

Other Comprehensive Income/(Loss), net of tax

Foreign currency translation adjustments

( 22 ) 9 ( 35 )

Defined benefit plans 15 ( 4 ) 30

Other comprehensive (loss)/income ( 26 ) 39 ( 51 )

Other comprehensive income/(loss) 36 ( 26 ) 39

Comprehensive Income/(Loss) $ 900 $ 1,099 $ ( 163 )

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Net Income/(Loss) $ 864 $ 1,125 $ ( 202 )

Adjustments to reconcile net income to net cash provided by operating activities:

Equity in earnings of unconsolidated affiliates, net of distributions ( 13 ) ( 6 ) 7

Adjustments to reconcile net income/(loss) to cash provided by operating activities:

Depreciation of property, plant and equipment and amortization of customer relationships and other intangible assets 896 1,071 1,127

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Amortization of unearned equity compensation 134 102 101

Net gain on sale of assets and disposal of assets ( 192 ) ( 1,559 ) ( 102 )

Net loss/(gain) on sale of assets and disposal of assets 25 ( 192 ) ( 1,559 )

Gain on proceeds from insurance recoveries for property, plant and equipment, net ( 100 ) — ( 164 )

Impairment losses 39 43 128

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Changes in collateral deposits in support of risk management activities 7 245 ( 1,806 )

Changes in nuclear decommissioning trust liability — — 9

Uplift securitization proceeds received from ERCOT — — 689

Equity in and distributions from earnings of unconsolidated affiliates ( 8 ) ( 13 ) ( 6 )

Cash (used)/provided by changes in other working capital:

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Capital expenditures ( 1,147 ) ( 472 ) ( 598 )

Proceeds from sale of assets, net of cash disposed 501 2,007 109

Proceeds from sales of assets, net of cash disposed 6 501 2,007

Net purchases of emissions allowances ( 1 ) ( 18 ) ( 24 )

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Investments in nuclear decommissioning trust fund securities — — ( 367 )

Proceeds from sales of nuclear decommissioning trust fund securities — 355 448

Proceeds from the sale of nuclear decommissioning trust fund securities — — 355

Cash used by investing activities $ ( 1,638 ) $ ( 24 ) $ ( 910 )

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Proceeds from issuance of preferred stock, net of fees $ — $ — $ 635

Equivalent shares purchased in lieu of tax withholdings ( 92 ) ( 50 ) ( 22 )

Payments for share repurchase activity and excise tax (a)

( 1,311 ) ( 935 ) ( 1,150 )

Equivalent shares purchased in lieu of tax withholdings ( 50 ) ( 22 ) ( 6 )

Payment for settlement of capped call options (b)

Payments of dividends to preferred and common stockholders ( 411 ) ( 405 ) ( 381 )

Proceeds from issuance of long-term debt 6,676 3,200 731

Payments for current and long-term debt ( 3,255 ) ( 523 ) ( 5 )

Repayments of long-term debt and finance leases ( 1,005 ) ( 3,255 ) ( 523 )

Payments for debt extinguishment costs — ( 262 ) —

Payments of debt issuance costs ( 45 ) ( 32 ) ( 9 )

Net (payments)/receipts from settlement of acquired derivatives that include financing elements ( 3 ) 342 1,995

Payments of deferred financing costs ( 78 ) ( 45 ) ( 32 )

Net receipts/(payments) from settlement of acquired derivatives that include financing elements 59 ( 3 ) 342

Proceeds from credit facilities 1,575 1,050 3,020

Repayments to credit facilities ( 1,575 ) ( 1,050 ) ( 3,020 )

Cash (used)/provided by financing activities $ ( 1,755 ) $ ( 400 ) $ 1,043

Cash provided/(used) by financing activities $ 3,546 $ ( 1,755 ) $ ( 400 )

Effect of exchange rate changes on cash and cash equivalents 4 ( 3 ) 2

Net (Decrease)/Increase in Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash 524 ( 1,529 ) 1,068

Net Increase/(Decrease) in Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash 3,825 524 ( 1,529 )

Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at Beginning of Period 1,173 649 2,178

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(a) Includes excise tax paid of $ 9 million during the year ended December 31, 2025

(b) Includes $ 16 million of payments for shares received from the exercise of the Capped Call Options.

For further discussion, see Note 15, Capital Structure

For further discussion of supplemental cash flow information see Note 25, Cash Flow Information

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Balance at December 31, 2022 $ — $ 4 $ 8,457 $ 1,408 $ ( 5,864 ) $ ( 177 ) $ 3,828

Other comprehensive loss ( 51 ) ( 51 )

Shares reissuance for ESPP 2 4 6

Share repurchases

( 202 ) ( 202 )

Equity-based awards activity, net (a)

Common stock dividends and dividend equivalents declared (b)

( 334 ) ( 334 )

Adoption of ASU 2020-06

( 100 ) 57 ( 43 )

Balance at December 31, 2022 $ — $ 4 $ 8,457 $ 1,408 $ ( 5,864 ) $ ( 177 ) $ 3,828

( 202 ) ( 202 )

Issuance of Series A Preferred Stock 650 ( 15 ) 635

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Shares reissuance for ESPP 2 6 8

Share repurchases (c)

Share repurchases (a)

( 117 ) ( 1,043 ) ( 1,160 )

Retirement of treasury stock (d)

Retirement of treasury stock (b)

( 1 ) ( 5,008 ) 5,009 —

Equity-based awards activity, net (a)

Common stock dividends and dividend equivalents declared (b)

Equity-based awards activity, net (c)

Common stock dividends and dividend equivalents declared (d)

( 352 ) ( 352 )

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Shares reissuance for ESPP 5 8 13

Share repurchases (c)

Share repurchases (a)

117 ( 1,051 ) ( 934 )

Retirement of treasury stock (d)

Retirement of treasury stock (b)

( 1 ) ( 2,637 ) 2,638 —

Equity-based awards activity, net (a)

Common stock dividends and dividend equivalents declared (b)

Equity-based awards activity, net (c)

Common stock dividends and dividend equivalents declared (d)

( 343 ) ( 343 )

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Balance at December 31, 2024 $ 650 $ 2 $ 705 $ 1,535 $ ( 297 ) $ ( 117 ) $ 2,478

(a) Includes $( 50 ) million, $( 22 ) million and $( 6 ) million of equivalent shares purchased in lieu of tax withholding on equity compensation issuances for the years ended December 31, 2024, 2023 and 2022, respectively

(b) Dividends per common share were $ 1.63 , $ 1.51 and $ 1.40 for each of the years ended December 31, 2024, 2023 and 2022, respectively

(c) Includes excise tax accrued of $ 9 million and $ 10 million for the years ended December 31, 2024 and 2023, respectively.

For further discussion of the share repurchases, see Item 15 — Note 15 , Capital Structure

(d) For further discussion of the treasury stock retirements, see Item 15 — Note 15 , Capital Structure

(e) Dividends per share of Series A Preferred Stock were $ 51.25 for each of the periods ended September 15 and March 15, 2024 and $ 52.96 for the period ended September 15, 2023

(f) For further discussion of the Capped Call Options, see Item 15 — Note 15 , Capital Structure

Other comprehensive income 36 36

Shares reissuance for ESPP 5 14 19

Share repurchases (a)(g)

( 1,313 ) ( 1,313 )

Retirement of treasury stock (b)

( 483 ) 483 —

Equity-based awards activity, net (c)

Common stock dividends and dividend equivalents declared (d)

( 350 ) ( 350 )

Series A Preferred Stock dividends (e)

( 67 ) ( 67 )

Capped Call Options (f)

( 34 ) ( 34 )

Settlement of Capped Call Options (f)

287 ( 287 ) —

Conversion of Convertible Senior Notes (h)

( 313 ) 313 —

Balance at December 31, 2025 $ 650 $ 2 $ 215 $ 1,982 $ ( 1,087 ) $ ( 81 ) $ 1,681

(a) Includes excise tax accrued of $ 11 million, $ 9 million and $ 10 million for the years ended December 31, 2025, 2024 and 2023, respectively.

For further discussion of the share repurchases, see Note 15 , Capital Structure

(b) For further discussion of the treasury stock retirements, see Note 15 , Capital Structure

(c) Includes $( 92 ) million, $( 50 ) million and $( 22 ) million of equivalent shares purchased in lieu of tax withholding on equity compensation issuances for the years ended December 31, 2025, 2024 and 2023, respectively

(d) Dividends per common share were $ 1.76 , $ 1.63 and $ 1.51 fo r each of the years ended December 31, 2025, 2024 and 2023, respectively

(e) Dividends per share of Series A Preferred Stock were $ 51.25 for each of the periods ended September 15 and March 15, 2025 and 2024 and $ 52.96 for the

period ended September 15, 2023

(f) For further discussion of the Capped Call Options, see Note 15 , Capital Structure

(g) Excludes $ 16 million of payments for shares received from the exercise of the Capped Call Options.

For further discussion , see Note 15 , Capital Structure

(h) For further discussion of the Convertible Senior Notes, see Note 12, Long-term Debt and Finance Leases

See notes to Consolidated Financial Statements

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Note 1 — Nature of 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 United States and Canada, NRG delivers innovative, sustainable solutions, predominately under the 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 customer’s experience with energy under the 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.

On January 30, 2026, NRG completed the acquisition of the LSP Portfolio, pursuant to 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.

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 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 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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As such, NRG applies the guidance of ASC 810, Consolidations, or ASC 810, to determine when an entity that is insufficiently capitalized or not controlled through its voting interests, referred to as a VIE, should be consolidated.

Presentation Adjustments

Beginning in the third quarter of 2024, the Company is recording the amortization of capitalized contracts costs within depreciation and amortization.

This change, along with additional financial statement disclosures, is meant to address investor inquiries by enhancing transparency to easier match expenses with revenues.

NRG previously recorded amortization of capitalized contract costs related to fulfillment in cost of operations and amortization of capitalized contract costs related to customer acquisition primarily in selling, general and administrative costs in the consolidated statements of operations.

Prior years amounts were adjusted for comparative purposes.

The adjustments had no impact on the Company’s total operating costs and expenses, and total cash flows.

The following table presents adjustments within the consolidated statement of operations for the years ended December 31, 2023 and 2022 related to capitalized contract costs:

(In millions) As Previously Presented Presentation Adjustments As Adjusted

Year ended December 31, 2023

Cost of operations (excluding depreciation and amortization shown below) $ 26,526 $ ( 43 ) $ 26,483

Depreciation and amortization 1,127 168 1,295

Selling, general and administrative costs 1,968 ( 125 ) 1,843

Year ended December 31, 2022

Cost of operations (excluding depreciation and amortization shown below) $ 27,446 $ ( 3 ) $ 27,443

Depreciation and amortization 634 86 720

Selling, general and administrative costs 1,228 ( 83 ) 1,145

The following table presents adjustments within the consolidated statement of cash flows for the years ended December 31, 2023 and 2022 related to capitalized contract costs:

(In millions) As Previously Presented Presentation Adjustments As Adjusted

Year ended December 31, 2023

Cash flows from operating activities:

Amortization of capitalized contract costs $ — $ 168 $ 168

Prepayments and other current assets ( 233 ) ( 168 ) ( 401 )

Year ended December 31, 2022

Cash flows from operating activities:

Amortization of capitalized contract costs $ — $ 86 $ 86

Prepayments and other current assets 17 ( 86 ) ( 69 )

Winter Storm Uri Uplift Securitization Proceeds

In May 2021, the Texas Legislature passed House Bill (“HB”) 4492 to mitigate exceptionally high price adders and ancillary service costs incurred by ERCOT LSEs during Winter Storm Uri.

HB 4492 authorized ERCOT to obtain $2.1 billion of financing to distribute to LSEs that were charged and paid to ERCOT those highly priced ancillary service and online reliability deployment price adders during Winter Storm Uri.

In December 2021, ERCOT filed with the PUCT a calculation of each LSE’s share of proceeds based on the settlement methodology.

The Company accounted for the proceeds by analogy to the contribution model within ASC 958-605, Not-for-Profit Entities- Revenue Recognition and the grant model within IAS 20, Accounting for Government Grants and Disclosure of Government Assistance , as a reduction to expenses in the consolidated statements of operations in the 2021 annual period for which the proceeds were intended to compensate.

In June 2022, the Company received proceeds of $ 689 million from ERCOT in relation with HB 4492.

Credit Losses

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Acquired balance from Vivint Smart Home — — 22

Provision for credit losses (a)

Provision for credit losses 272 314 251

Write-offs ( 343 ) ( 363 ) ( 313 )

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Other 19 18 13

Ending balance (a)

$ 152 $ 145 $ 133

(a) Includes bilateral finance hedging risk of $( 70 ) million accounted for under ASC 815 for the year ended December 31, 2022

During the year ended December 31, 2022, the provision for credit losses included the Company's loss mitigation efforts recognized as income of $ 126 million related to Winter Storm Uri.

The increase in write-offs during the year ended December 31, 2022 was primarily due to the resolution of credit losses that occurred during Winter Storm Uri.

Ending balance $ 146 $ 152 $ 145

Cash and Cash Equivalents

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Funds deposited by counterparties consist of cash held by the Company as a result of collateral posting obligations from its counterparties related to NRG's hedging program.

The increase in funds deposited by counterparties is driven by the increase in forward positions as a result of increases in natural gas and power prices compared to December 31, 2023.

The increase in funds deposited by counterparties is driven by the increase in forward positions as a result of increases in power prices compared to December 31, 2024.

Though some amounts are segregated into separate accounts, not all funds are contractually restricted.

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$ 4,998 $ 1,173 $ 649

Restricted cash consists primarily of funds held within the Company's projects that are restricted in their use.

Inventory is valued at the lower of weighted average cost or market, and consists principally of natural gas, fuel oil, coal, spare parts and finished goods.

Restricted cash consists primarily of funds held by the Company for projects under construction or that are restricted in their use due to contractual or legal obligations.

Inventory consists principally of natural gas, fuel oil, coal, spare parts and finished goods.

The Company removes natural gas inventory as goods are delivered to customers and as they are used in the production of electricity or steam.

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Inventory is valued at the lower of cost or net realizable value with cost being determined on a first in first out basis for finished goods and weighted average cost method for all other inventories.

The Company removes finished goods inventories as they are

sold to customers.

The Company removes finished goods inventories as they are sold to customers.

Inventories sold to customers as part of a smart home system are generally capitalized as contract costs.

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The Company carries insurance policies to cover insurable risks including, but not limited to, business interruption.

There were no business interruption insurance settlements during the year ended December 31, 2024.

There were no business interruption insurance settlements during the years ended December 31, 2025 or 2024.

As a result of damage at the Limestone 1 and W.A.

Parish 8 units, the Company recorded business interruption insurance settlements of $ 7 million and $ 81 million during the years ended December 31, 2023 and 2022, respectively.

Parish 8 units, the Company recorded business interruption insurance settlements of $ 7 million during the year ended December 31, 2023.

Business interruption insurance is recorded to cost of operations in the consolidated statements of operations and cash provided by operating activities in the consolidated statement of cash flows.

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Under ASC 740, tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities.

The benefit recognized from a position is the amount of benefit that has

surpassed the more-likely-than-not threshold, as it is more than 50% likely to be realized upon settlement.

The benefit recognized from a position is the amount of benefit that has surpassed the more-likely-than-not threshold, as it is more than 50% likely to be realized upon settlement.

The Company recognizes interest and penalties accrued related to uncertain tax benefits as a component of income tax expense.

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Vivint Smart Home Flex Pay

Under the Flex Pay plan (“Flex Pay”), offered by Vivint Smart Home, customers pay separately for smart home products and services (smart home and security).

Under Flex Pay, offered by Vivint Smart Home, customers pay separately for smart home products and services (smart home and security).

The customer has the ability to pay for Vivint Smart Home products in the following three ways:

(i) qualified customers may finance the purchase through third-party financing providers ("Consumer Financing Program" or “CFP”), (ii) Vivint Smart Home generally offers a limited number of customers not eligible for the CFP, but who qualify under Vivint Smart Home underwriting criteria, the option to enter into a retail installment contract directly with Vivint Smart Home or (iii) customers may conduct purchases by check, automatic clearing house payments, credit or debit card or by obtaining short-term financing (generally no more than six-month installment terms) through Vivint Smart Home.

(i) qualified customers may finance the purchase through third-party financing providers under the Consumer Financing Program, (ii) Vivint Smart Home generally offers a limited number of customers not eligible for the CFP, but who qualify under Vivint Smart Home underwriting criteria, the option to enter into a retail installment contract directly with Vivint Smart Home or (iii) customers may conduct purchases by check, automatic clearing house payments, credit or debit card or by obtaining short-term financing (generally no more than six-month installment terms) through Vivint Smart Home.

Although customers pay separately for products and services under Flex Pay, the Company has determined that the sale of products and services are one single performance obligation resulting in deferred revenue for the gross amount of products sold.

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• Vivint Smart Home is responsible for reimbursing certain Financing Providers for merchant transaction fees and other associated loan fees.

Due to the nature of these provisions, the Company records a derivative liability ("CFP Derivative") at its fair value when the Financing Provider originates loans to customers, which reduces the amount of estimated revenue recognized on the provision of the services.

Due to the nature of these provisions, the Company records a derivative liability at its fair value when the Financing Provider originates loans to customers, which reduces the amount of estimated revenue recognized on the provision of the services.

The derivative liability is reduced as payments are made by Vivint Smart Home to the Financing Provider.

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The Company accounts for derivative instruments under ASC 815, which requires the Company to record all derivatives on the balance sheet at fair value and changes in fair value in earnings, unless they qualify for the NPNS exception.

The Company's primary derivative instruments are power and natural gas purchase or sales contracts, fuels purchase contracts, the CFP and other energy related commodities used to mitigate variability in earnings due to fluctuation in market prices.

The Company's primary derivative instruments are power and natural gas purchase or sales contracts, fuels purchase contracts and other energy related commodities used to mitigate variability in earnings due to fluctuation in market prices.

In order to mitigate interest rate risk associated with the issuance of the Company's variable rate debt, NRG enters into interest rate swap agreements.

In addition, in order to mitigate foreign exchange risk associated with the purchase of USD denominated natural gas for the Company's Canadian business, NRG enters into foreign exchange contract agreements.

The Company also utilizes the CFP as part of its derivative activities.

As of December 31, 2025 and 2024, the Company did not have derivative instruments that were designated as cash flow or fair value hedges.

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Trust funds are held in accounts managed by experienced investment advisors.

Certain accounts receivable, notes receivable, and derivative instruments are concentrated within entities engaged in the energy industry.

Certain accounts receivable, notes receivable, and derivative instruments are concentrated

within entities engaged in the energy industry.

These industry concentrations may impact the Company's overall exposure to credit risk, either positively or negatively, in that the customers may be similarly affected by changes in economic, industry or other conditions.

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Recent Accounting Developments - Guidance Adopted in 2025

ASU 2023-07 – In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , or ASU 2023-07.

The guidance in ASU 2023-07 enhances reportable segment disclosure requirements by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

The Company adopted the amendments effective December 31, 2024.

Because the amendments update disclosure requirements only, it did not have an impact on the Company's results of operations, cash flows, or statement of financial position.

Recent Accounting Developments - Guidance Not Yet Adopted

ASU 2023-09 – In December 2023, the FASB issued ASU No.

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Further the amendments of ASU 2023-09 require certain disclosures on income tax expense and income taxes paid.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The amendments of ASU 2023-09 may be applied on a prospective or retrospective basis.

The Company is currently evaluating the impact of adopting ASU 2023-09 on its disclosures.

The Company adopted the new guidance effective December 31, 2025 on a prospective basis.

Because the amendments update disclosure requirements only, it did not have an impact on the Company’s results of operations, cash flows, or statement of financial position.

Recent Accounting Developments - Guidance Not Yet Adopted

ASU 2024-03 – In November 2024, the FASB issued ASU No.

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This ASU is effective for annual periods beginning after December 15, 2025, with early adoption permitted.

The amendments may be applied either (1) prospectively to any settlements of convertible debt instruments that occur after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements, with a cumulative adjustment-effect adjustment to equity.

The Company does not expect the

adoption of ASU 2024-04 to have a significant impact on the Company’s consolidated financial statements and related disclosures.

ASU 2025-05 – In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets, or ASU 2025-05.

The amendment provides a practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

The amendments of ASU 2025-05 should be applied prospectively and are effective for annual and interim periods beginning after December 15, 2025, with early adoption permitted.

The Company does not expect the adoption of ASU 2025-05 to have a significant impact on the Company’s consolidated financial statements and related disclosures.

ASU 2025-06 – In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) — Targeted Improvements to the Accounting for Internal-Use Software , or ASU 2025-06.

The update amends guidance on capitalization of internal-use software development costs by removing the previous “development stage” model and clarifying the criteria that must be met for entities to begin capitalizing software costs.

This ASU is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU, (2) retrospectively to all prior periods presented in the financial statement, or (3) using a modified transition approach based on whether an existing project can be capitalized under the updated guidance.

The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements and related disclosures.

ASU 2025-07 – In September 2025, the FASB issued ASU No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) — Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, or ASU 2025-07.

The update refines the scope of derivative accounting guidance by providing a scope exception for non-exchange traded contracts with payments based on the operations or activities of one of the parties to the contract.

The update also clarifies accounting under Topic 606 for share-based noncash consideration received from a customer.

This ASU is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted.

The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) using a modified retrospective basis with a cumulative effect adjustment to equity.

The Company is currently evaluating the impact of adopting ASU 2025-07 on its consolidated financial statements and related disclosures.

ASU 2025-08 – In November 2025, the FASB issued ASU No.

2025-08, Financial Instruments—Credit Losses (Topic 326) — Purchased Loans , or ASU 2025-08.

The update amends the accounting for “purchased seasoned loans” under Topic 326 by requiring estimated expected credit losses to be reflected as an adjustment to the asset’s purchase price at acquisition.

The amendments of ASU 2025-08 should be applied prospectively to loans that are acquired on or after adoption date and are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-08 on its consolidated financial statements and related disclosures.

ASU 2025-09 – In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815) — Hedge Accounting Improvements , or ASU 2025-09.

The update more closely aligns hedge accounting with the economics of an entity’s risk management activities.

The amendments of ASU 2025-09 should be applied prospectively to all hedging relationships and are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-09 on its consolidated financial statements and related disclosures.

ASU 2025-10 – In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832) — Accounting for Government Grants Received by Business Entities, or ASU 2025-10.

The update provides authoritative guidance on the accounting for government grants received by an entity.

This ASU is effective for annual and interim reporting periods beginning after December 15, 2028, with early adoption permitted.

The amendments may be applied either (1) using a modified prospective basis for all grants entered into on, after, or not complete as of the adoption date, (2) modified retrospective basis for all grants entered on, after, or not complete as of the earliest period presented, or (3) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements and related disclosures.

ASU 2025-11 – In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270) — Narrow-Scope Improvements, or ASU 2025-11.

This ASU clarifies interim reporting by aggregating interim disclosures required throughout the various Codification topics into Topic 270 and requiring entities to produce interim disclosures when a material event or change has occurred since the prior year-end.

This ASU is effective for interim periods beginning after December 15, 2027, with early adoption permitted.

The amendments in this ASU may be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting ASU 2025-11 on its disclosures.

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Performance Obligations

As of December 31, 2024, estimated future fixed fee performance obligations are $ 1.6 billion, $ 1.2 billion, $ 796 million, $ 489 million and $ 219 million for the fiscal years 2025, 2026, 2027, 2028 and 2029, respectively.

As of December 31, 2025, estimated future fixed fee performance obligations are $ 1.7 billion, $ 1.4 billion, $ 1.0 billion, $ 587 million and $ 285 million for the fiscal years 2026, 2027, 2028, 2029 and 2030, respectively.

These performance obligations include Vivint Smart Home products and services, as well as cleared auction MWs in the PJM, ISO-NE, NYISO and MISO capacity auctions.

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(In millions)

Texas East West/Services/Other Vivint Smart Home Corporate/Eliminations Total

Texas East West/Other Vivint Smart Home Corporate/Eliminations Total

Retail revenue:

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(In millions)

Texas East West/Services/Other Vivint Smart Home Corporate/Eliminations Total

Texas East West/Other Vivint Smart Home Corporate/Eliminations Total

Retail revenue $ — $ 37 $ — $ — $ — $ 37

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(In millions)

Texas East West/Services/Other Vivint Smart Home (a)

Corporate/Eliminations Total

Texas East West/Other Vivint Smart Home Corporate/Eliminations Total

Retail revenue:

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Business 3,564 8,794 1,845 — — 14,203

Total retail revenue (b)

Total retail revenue (a)

10,400 11,247 3,528 1,991 ( 17 ) 27,149

Energy revenue (b)

Energy revenue (a)

41 242 229 — ( 12 ) 500

Capacity revenue (b)

Capacity revenue (a)

— 156 24 — ( 3 ) 177

Mark-to-market for economic hedging activities (c)

Mark-to-market for economic hedging activities (b)

— ( 23 ) 16 — 4 ( 3 )

Contract amortization — ( 27 ) ( 2 ) — — ( 29 )

Other revenue (b)

Other revenue (a)

210 114 24 — ( 12 ) 336

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Total revenue from contracts with customers $ 10,621 $ 11,484 $ 3,738 $ 1,936 $ ( 31 ) $ 27,748

(a) Includes results of operations following the acquisition date of March 10, 2023

(b) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:

(a) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:

(In millions)

Texas East West/Services/Other Vivint Smart Home Corporate/Eliminations Total

Texas East West/Other Vivint Smart Home Corporate/Eliminations Total

Retail revenue $ — $ 36 $ — $ — $ — $ 36

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Other revenue 30 — ( 4 ) — — 26

(b) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815

For the Year Ended December 31, 2023

(In millions) Texas East West/Services/Other Corporate/Eliminations Total

(In millions) Texas East West/Other Vivint Smart Home (a)

Corporate/Eliminations Total

Retail revenue:

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Business 3,492 9,751 2,053 — — 15,296

Total retail revenue (a)

Total retail revenue (b)

10,030 11,946 3,902 1,589 — 27,467

Energy revenue (a)

Energy revenue (b)

77 291 185 — — 553

Capacity revenue (a)

Capacity revenue (b)

— 197 2 — ( 2 ) 197

Mark-to-market for economic hedging activities (b)

Mark-to-market for economic hedging activities (c)

— 57 104 — ( 17 ) 144

Contract amortization — ( 32 ) — — — ( 32 )

Other revenue (a)

Other revenue (b)

367 90 48 — ( 11 ) 494

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Total revenue from contracts with customers $ 10,445 $ 12,168 $ 4,095 $ 1,561 $ ( 13 ) $ 28,256

(a) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:

(In millions) Texas East West/Services/Other Corporate/Eliminations Total

(a) Includes results of operations following the acquisition date of March 10, 2023

(b) The following table represents the realized revenues related to derivative instruments that are accounted for under ASC 815 and included in the amounts above:

(In millions) Texas East West/Other Vivint Smart Home Corporate/Eliminations Total

Retail revenue $ — $ 74 $ — $ — $ — $ 74

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Other revenue 29 ( 2 ) 22 — ( 1 ) 48

(b) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815

Contract Balances

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(a) Deferred revenues from contracts with customers as of December 31, 2025 and 2024 were approximately $ 1.6 billion and $ 1.5 billion, respectively.

The revenue recognized from contracts with customers during the years ended December 31, 2024 and 2023 relating to the deferred revenue balance at the beginning of each period was $ 606 million and $ 168 million, respectively, which increased primarily due to the acquisition of Vivint Smart Home.

The revenue recognized from contracts with customers during the years ended December 31, 2025 and 2024 relating to the deferred revenue balance at the beginning of each period was $ 698 million and $ 606 million, respectively, which increased primarily due to the timing difference of when consideration was received and when the performance obligation was transferred.

The Company's capitalized contract costs consist of fulfillment costs, commission payments, broker fees and other costs that represent incremental costs of obtaining the contract with customers for which the Company expects to recover.

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2026 Acquisition

Acquisition of LSP Portfolio

On January 30, 2026, NRG completed the acquisition of the LSP Portfolio from LS Power, pursuant to the Purchase Agreement dated as of May 12, 2025.

The acquisition doubles NRG’s generation capacity with the addition of 18 natural gas-fired and dual fuel facilities totaling approximately 13 GW.

These facilities, located across nine states, expand NRG’s generation footprint in the Northeast and Texas, where most of its load is located.

In addition, NRG acquired CPower, a leading demand response platform, which operates in all the country’s deregulated energy markets and has more than 2,000 commercial and industrial customers.

The consideration consisted of 24.25 million shares of NRG common stock and $ 6.4 billion in cash, plus preliminary working capital and certain other adjustments of $ 479 million.

The Company funded the cash consideration using a portion of the net proceeds from the New Unsecured Notes and the New Secured Notes of $ 4.4 billion and proceeds of $ 2.5 billion from the Company’s Revolving Credit Facility.

As part of the transaction, NRG also assumed approximately $ 3.2 billion of debt.

The total preliminary consideration of $ 10.579 billion was calculated as follows:

(In millions)

Cash consideration (inclusive of preliminary working capital and certain other adjustments of $ 479 million)

Stock consideration:

24,250,000 common shares of NRG, par value $ 0.01 per share, based on NRG closing share price of $ 153.72 on January 29, 2026

Total Preliminary Consideration $ 10,579

Acquisition costs of $ 32 million for the year ended December 31, 2025 are included in acquisition-related transaction and integration costs in the Company’s consolidated statement of operations.

The acquisition will be recorded as a business combination under ASC 805, with identifiable assets acquired and liabilities assumed recorded at their estimated fair value as of the acquisition date.

The initial accounting is not complete due to the limited timing between the acquisition date and the issuance of these financial statements.

The Company is in the process of evaluating the purchase price allocation and determining the fair value of identifiable assets acquired and liabilities assumed, which will be reflected in subsequent reporting periods.

2025 Acquisition

Acquisition of Texas Generation Portfolio

On April 10, 2025, the Company acquired all of the ownership interests of six power generation facilities from Rockland Capital, LLC, adding 738 MW of natural gas-fired assets in Texas to its portfolio for $ 560 million in cash consideration, less $ 2 million in working capital adjustments.

The acquisition enhances NRG’s integrated supply strategy with critical peaking and baseload capacity in key load zones across Texas.

Acquisition costs of $ 5 million for the year ended December 31, 2025 are included in acquisition-related transaction and integration costs in the Company’s consolidated statement of operations.

The acquisition has been recorded as a business combination under ASC 805 with identifiable assets acquired and liabilities assumed recorded at their estimated fair values on the acquisition date.

The purchase price is allocated as follows:

(In millions)

Property, plant and equipment $ 644

Derivative instruments - Current assets 6

Derivative instruments - Other assets 2

Derivative instruments - Current liabilities ( 34 )

Derivative instruments - Other liabilities ( 57 )

Other, including current and non-current working capital ( 3 )

Texas Generation Portfolio Purchase Price $ 558

2023 Acquisition

Vivint Smart Home Acquisition

On March 10, 2023 (the "Acquisition Closing Date"), the Company completed the acquisition of Vivint Smart Home, Inc., pursuant to the Agreement and Plan of Merger, dated as of December 6, 2022, by and among the Company, Vivint Smart Home, Inc.

On March 10, 2023, the Company completed the acquisition of Vivint Smart Home, Inc., pursuant to the Agreement and Plan of Merger, dated as of December 6, 2022, by and among the Company, Vivint Smart Home, Inc.

and Jetson Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”) pursuant to which Merger Sub merged with and into Vivint Smart Home, Inc., with Vivint Smart Home, Inc.

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• cash on hand.

Acquisition costs of $ 38 million and $ 17 million for the years ended December 31, 2023 and 2022, respectively, are included in acquisition-related transaction and integration costs in the Company's consolidated statement of operations.

The acquisition has been recorded as a business combination under ASC 805, with identifiable assets and liabilities acquired recorded at their estimated Acquisition Closing Date fair value.

Acquisition costs of $ 38 million for the year ended December 31, 2023 are included in acquisition-related transaction and integration costs in the Company's consolidated statement of operations.

The acquisition has been recorded as a business combination under ASC 805, with identifiable assets and liabilities acquired recorded at their estimated fair value on the acquisition date.

The total consideration of $ 2.623 billion includes:

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Total Consideration $ 2,623

The purchase price was allocated as follows as of December 31, 2023:

(In millions)

Current Assets

Cash and cash equivalents $ 120

Accounts receivable, net 60

Inventory 113

Prepayments and other current assets 37

Total current assets 330

Property, plant and equipment, net 49

Operating lease right-of-use assets, net 35

Intangible assets, net (b) :

Customer relationships 1,740

Technology 860

Trade names 160

Sales channel contract 10

Intangible assets, net 2,770

Deferred income taxes 382

Other non-current assets 14

Total other assets 6,695

Total Assets $ 7,074

Current Liabilities

Current portion of long-term debt and finance leases $ 14

Current portion of operating lease liabilities 13

Accounts payable 109

Derivative instruments 80

Deferred revenue current 518

Accrued expenses and other current liabilities 207

Total current liabilities 941

Other Liabilities

Long-term debt and finance leases 2,572

Non-current operating lease liabilities 28

Derivative instruments 32

Deferred income taxes 18

Deferred revenue non-current 837

Other non-current liabilities 23

Total other liabilities 3,510

Total Liabilities $ 4,451

Vivint Smart Home Purchase Price $ 2,623

(a) Goodwill arising from the acquisition is attributed to the value of the platform acquired, cross-selling opportunities, subscriber growth and the synergies expected from combining the operations of Vivint Smart Home with NRG's existing businesses.

None of the goodwill recorded will be deductible for tax purposes

(b) The weighted average amortization period for total amortizable intangible assets is approximately ten years

2024 Disposition

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Proceeds of $ 500 million were reduced by working capital and other adjustments of $ 20 million, resulting in net proceeds of $ 480 million.

The Company recorded a gain on the sale of $ 204 million within the West/Services/Other region of operations.

The Company recorded a gain on the sale of $ 204 million within the West/Other region of operations.

2023 Dispositions

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The Company recorded a gain on the sale of $ 1.2 billion within the Texas region of operations.

For discussion of the litigation matter related to the transaction, see Note 22, Commitments and Contingencies.

Sale of Gregory

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On January 6, 2023, the Company closed on the sale of land and related generation assets from the Astoria site, within the East region of operations, for proceeds of $ 212 million, subject to transaction fees of $ 3 million and certain indemnifications, resulting in a $ 199 million gain.

2022 Disposition

Sale of Watson

On June 1, 2022, the Company closed on the sale of its 49 % ownership in the Watson natural gas generating facility for $ 59 million.

The Company recorded a gain on the sale of $ 46 million within the West/Services/Other region of operations.

Note 5 — Fair Value of Financial Instruments

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(In millions) Carrying Amount Fair Value Carrying Amount Fair Value

Convertible Senior Notes (a)

$ — $ — $ 232 $ 509

Other long-term debt, including current portion 16,565 16,405 10,648 10,252

Total long-term debt, including current portion (b)

$ 16,565 $ 16,405 $ 10,880 $ 10,761

(a) The Company settled all of the outstanding Convertible Senior Notes as of July 8, 2025.

For further discussion, see Note 12, Long-term Debt and Finance Leases

(b) Excludes deferred financing costs, which are recorded as a reduction to long-term debt on the Company's consolidated balance sheets

The fair value of the Company's publicly-traded long-term debt and the Term Loan B are based on quoted market prices and are classified as Level 2 within the fair value hierarchy.

The estimated fair values of the T.H.

Wharton TEF loan, the Cedar Bayou 5 TEF loan and the Greens Bayou 6 TEF loan are determined using discounted cash flow methodologies, and are classified as Level 3 within the fair value hierarchy.

The following table presents the level within the fair value hierarchy for long-term debt, including current portion, as of December 31, 2025 and December 31, 2024:

December 31, 2025 December 31, 2024

(In millions) Level 2 Level 3 Level 2 Level 3

Convertible Senior Notes $ — $ — $ 509 $ —

Other long-term debt, including current portion

Total long-term debt, including current portion (a)

16,033 372 10,252 —

(a) Excludes deferred financing costs, which are recorded as a reduction to long-term debt on the Company's consolidated balance sheets

The fair value of the Company's publicly-traded long-term debt, the Term Loans and the Vivint Senior Secured Term Loan are based on quoted market prices and are classified as Level 2 within the fair value hierarchy.

Total long-term debt, including current portion $ 16,033 $ 372 $ 10,761 $ —

Fair Value Accounting under ASC 820

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Foreign exchange contracts 22 — 22 —

Commodity contracts 6,138 1,334 4,470 334

Commodity contracts (a)

3,368 528 2,645 195

Equity securities measured using net asset value practical expedient (classified within other non-current assets) 6

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Foreign exchange contracts 1 — 1 —

Commodity contracts 5,356 1,413 3,728 215

Commodity contracts (a)

2,970 432 2,382 156

Consumer Financing Program 203 — — 203

Total liabilities $ 3,177 $ 432 $ 2,386 $ 359

(a) Excludes $ 997 million of derivative assets and $ 227 million of derivative liabilities that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis.

For further discussion, see Item 15 — Note 6, Accounting for Derivative Instruments and Hedging Activities

The following table reconciles, for the years ended December 31, 2025 and 2024, the beginning and ending balances for financial instruments that are recognized at fair value in the consolidated financial statements using significant unobservable inputs, for commodity derivatives:

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Beginning balance $ 39 $ 119

Total (losses) realized/unrealized included in earnings

( 113 ) ( 164 )

Contracts added from Texas Generation Portfolio acquisition

Total gains/(losses) realized/unrealized included in earnings

Purchases 39 42

Transfers into Level 3 (b)

Transfers out of Level 3 (b)(c)

( 11 ) ( 342 )

Transfers out of Level 3 (b)

Ending balance $ 110 $ 39

(Losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of year-end $ ( 55 ) $ ( 46 )

Gains/(Losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of year-end $ 57 $ ( 55 )

(a) Consists of derivatives assets and liabilities, net, excluding derivative liabilities from Consumer Financing Program, which are presented in a separate table below

(b) Transfers into/out of Level 3 are related to the availability of consensus pricing and external broker quotes, and are valued as of the end of the reporting period.

Except for the transfers out of Level 3 noted below, all other transfers into/out of Level 3 are from/to Level 2

(c) For the year ended December 31, 2023, due to the change to use consensus pricing, there was a decrease in the number of contracts valued with prices provided by models and other valuation techniques, which resulted in a large transfer out of Level 3

(b) Transfers into/out of Level 3 within the fair value hierarchy are related to the availability of consensus pricing and external broker quotes, including volatilities, and are valued as of the end of the reporting period.

All other transfers into/out of Level 3 are from/to Level 2

Realized and unrealized gains and losses included in earnings that are related to the commodity derivatives are recorded in revenues and cost of operations.

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Beginning balance $ ( 203 ) $ ( 134 )

Contractual obligations added from the acquisition of Vivint Smart Home

New contractual obligations ( 198 ) ( 147 )

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Derivative fair value measurements

The Company's contracts consist of non-exchange-traded contracts valued using prices provided by external sources and exchange-traded contracts with readily available quoted market prices.

Beginning in of the fourth quarter of 2023, the fair value of non-exchange traded contracts were based on consensus pricing provided by independent pricing services.

The pricing data was compiled from market makers with longer dated tenors as compared to broker quotes, enhancing reliability and increasing transparency.

Prior to the fourth quarter of 2023, the Company valued derivatives based on price quotes from brokers in active markets who regularly facilitate those transactions.

For the majority of markets that NRG participates in, the Company would receive broker quotes from multiple sources and reflected the average of the bid-ask mid-point prices.

The terms for which such price information is available vary by commodity, region and product.

The Company believes both sources of price quotes are executable.

The Company's contracts consist primarily of non-exchange-traded contracts based on consensus pricing provided by independent pricing services and exchange-traded contracts with readily available quoted market prices.

The remainder of the assets and liabilities represents contracts for which external sources or observable market quotes are not available.

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For foreign exchange contracts, interest rate swaps, and commodities, the credit reserve is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume NRG's liabilities or that a market participant would be willing to pay for NRG's assets.

As of December 31, 2024, the credit reserve resulted in a $ 1 million decrease primarily within cost of operations.

As of December 31, 2025, the credit reserve was immaterial.

As of December 31, 2024, the credit reserve resulted in $ 1 million decrease primarily within cost of operations.

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It is possible, however, that future market prices could vary from those used in recording assets and liabilities from energy marketing and trading activities and such variations could be material.

NRG's significant positions classified as Level 3 include physical and financial natural gas, power, capacity contracts and renewable energy certificates executed in illiquid markets as well as financial transmission rights ("FTRs").

The significant unobservable inputs used in developing fair value include illiquid natural gas and power location pricing, which is derived as a basis to liquid locations.

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Renewable energy certificate prices are based on market information and internally developed pricing models.

Power options are valued using industry standard option models.

The valuation of certain power options includes significant unobservable inputs such as forward volatilities.

For FTRs, NRG uses the most recent auction prices to derive the fair value.

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Capacity Contracts 20 18 Discounted Cash Flow Forward Market Price ($ per MW/Day) 49 577 270

Renewable Energy Certificates 30 14 Discounted Cash Flow Forward Market Price ($ per Certificate) 2 375 15

RECs 12 25 Discounted Cash Flow Forward Market Price ($ per Certificate) 2 370 17

FTRs 22 11 Discounted Cash Flow Auction Prices ($ per MWh) ( 50 ) 19,100 0

Power Options 44 45 Option Models Volatilities 22 % 517 % 110 %

Consumer Financing Program — 283 Discounted Cash Flow Collateral Default Rates 1.18 % 42.00 % 7.86 %

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Capacity Contracts 34 13 Discounted Cash Flow Forward Market Price ($ per MW/Day) 16 510 220

Renewable Energy Certificates 58 14 Discounted Cash Flow Forward Market Price ($ per Certificate) 2 320 15

RECs 30 14 Discounted Cash Flow Forward Market Price ($ per Certificate) 2 375 15

FTRs 18 28 Discounted Cash Flow Auction Prices ($ per MWh) ( 50 ) 16,180 0

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FTR Prices Sell Increase/(Decrease) Lower/(Higher)

Volatilities Buy Increase/(Decrease) Higher/(Lower)

Volatilities Sell Increase/(Decrease) Lower/(Higher)

Collateral Default Rates n/a Increase/(Decrease) Higher/(Lower)

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The Company's provision for credit losses was $ 272 million, $ 314 million, and $ 251 million for the years ended December 31, 2025, 2024, and 2023, respectively.

During the year ended December 31, 2022, the provision for credit losses included the Company's loss mitigation efforts recognized as income of $ 126 million related to Winter Storm Uri.

Note 6 — Accounting for Derivative Instruments and Hedging Activities

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NRG is exposed to changes in interest rate through the Company's issuance of variable rate debt.

To manage the Company's interest rate risk, NRG enters into interest rate swap agreements.

The Company had $ 1.0 billion of interest rate swaps extending through 2027 to hedge the floating rate of the Vivint Term Loans and interest rate swaps with a total nominal value of $ 700 million extending through 2029 to hedge the floating rate of the Term Loans which were terminated in November 2024.

In November 2024, in connection with the amendment of the Term Loans, the Company entered into $ 700 million of interest rate swaps through 2029 to hedge its floating rate.

To mitigate the Company's interest rate risk, NRG enters into interest rate derivatives, including swap agreements.

As of December 31, 2025, the Company had $ 700 million of interest rate swaps extending through 2029 to mitigate the risk of the floating rate of the Term Loan B.

In July 2025, the Company had entered into treasury locks with a total notional amount of $ 1.4 billion which were fully terminated in September 2025.

Consumer Financing Program

Under the Consumer Financing Program, Vivint Smart Home pays a monthly fee to Financing Providers based on either the average daily outstanding balance of the loans or the number of outstanding loans.

Under the Consumer Financing Program, Vivint Smart Home pays a fee to Financing Providers;

either at the time of origination or monthly while the loan is outstanding.

For those paid monthly, it is based on either the average daily outstanding balance of the loans or the number of outstanding loans.

For certain loans, Vivint Smart Home incurs fees at the time of the loan origination and receives proceeds that are net of these fees.

Vivint Smart Home also shares the liability for credit losses, depending on the credit quality of the customer.

Vivint Smart Home also shares the liability for credit losses on some of the loans.

Due to the nature of certain provisions under the Consumer Financing Program, the Company records a derivative liability that is not designated as a hedging instrument and is adjusted to fair value, measured using the present value of the estimated future payments.

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Interest rate contracts:

Derivative assets $ 9 $ ( 3 ) $ — $ 6

Derivative liabilities $ ( 4 ) $ — $ — $ ( 4 )

Total interest rate contracts 6 — — 6

Foreign exchange contracts:

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Unrealized mark-to-market results

Reversal of previously recognized unrealized losses/(gains) on settled positions related to economic hedges (a)

Reversal of previously recognized unrealized (gains)/losses on settled positions related to economic hedges (a)

$ ( 432 ) $ 106 $ ( 1,734 )

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39 95 ( 1,149 )

Total unrealized mark-to-market gains/(losses) for economic hedging activities

Total unrealized mark-to-market (losses)/gains for economic hedging activities

( 346 ) 206 ( 2,863 )

Reversal of previously recognized unrealized (gains)/losses on settled positions related to trading activity

Net unrealized gains/(losses) on open positions related to trading activity

Total unrealized mark-to-market gains/(losses) for trading activity 1 38 ( 4 )

Total unrealized gains/(losses) - commodities and foreign exchange $ 207 $ ( 2,825 ) $ 1,244

(a) December 31, 2024 balance includes $ 37 million related to derivative contracts that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis

Reversal of previously recognized unrealized losses/(gains) on settled positions related to trading activity

Net unrealized gains on open positions related to trading activity

Total unrealized mark-to-market gains for trading activity 5 1 38

Total unrealized (losses)/gains - commodities and foreign exchange $ ( 341 ) $ 207 $ ( 2,825 )

(a) For the years ended December 31, 2025 and 2024, includes $( 286 ) million and $ 37 million, respectively, related to derivative contracts that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis

Year Ended December 31,

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Total impact to statement of operations - interest rate contracts $ ( 10 ) $ 3 $ 4

Unrealized (losses)/gains included in revenues - commodities

Unrealized gains/(losses) included in revenues - commodities

$ 17 $ ( 2 ) $ 182

Unrealized gains/(losses) included in cost of operations - commodities 186 ( 2,988 ) 1,315

Unrealized gains/(losses) included in cost of operations - foreign exchange 23 ( 19 ) 16

Unrealized (losses)/gains included in cost of operations - commodities ( 338 ) 186 ( 2,988 )

Unrealized (losses)/gains included in cost of operations - foreign exchange ( 20 ) 23 ( 19 )

Total impact to statement of operations - commodities and foreign exchange

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The roll-off amounts were offset by realized gains or losses at the settled prices and are reflected in revenue or cost of operations during the same period.

The gains from open economic hedge positions of $ 39 million for the year ended December 31, 2025 was primarily the result of an increase in the value of forward positions as a result of increases in Northeast and ERCOT power prices.

The gains from open economic hedge positions of $ 95 million for the year ended December 31, 2024 was primarily the result of an increase in the value of forward positions as a result of increases in natural gas and power prices in the East.

The loss from open economic hedge positions of $ 1.1 billion for the year ended December 31, 2023 was primarily the result of a decrease in the value of forward positions as a result of decreases in natural gas and power prices in the East and West.

The gains from open economic hedge positions of $ 2.5 billion for the year ended December 31, 2022 was primarily the result of an increase in the value of forward positions as a result of increases in natural gas and power prices.

Credit Risk Related Contingent Features

Certain of the Company's hedging and trading agreements contain provisions that entitle the counterparty to demand that the Company post additional collateral if the counterparty determines that there has been deterioration in the Company's credit quality, generally termed “adequate assurance” under the agreements, or require the Company to post additional collateral if there were a downgrade in the Company's credit rating.

The collateral potentially required for contracts with adequate assurance clauses that are in net liability positions as of December 31, 2024 was $ 589 million.

The collateral potentially required for contracts with adequate assurance clauses that are in net liability positions as of December 31, 2025 was $ 1.0 billion.

The Company is also a party to certain

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Natural gas 177 126

Fuel oil 11 8

Finished goods 73 79

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Accumulated depreciation ( 1,774 ) ( 1,508 )

Net property, plant, and equipment $ 2,021 $ 1,763

Property, plant and equipment, net $ 3,632 $ 2,021

Depreciation expense of property, plant and equipment recorded during the years ended December 31, 2025, 2024 and 2023 was $ 284 million, $ 271 million and $ 257 million, respectively.

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Interest on lease liabilities 1 1 1

Operating lease cost 89 93 85

Operating lease cost (a)

Short-term lease cost 46 32 42

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Total lease cost $ 256 $ 221 $ 232

(a) Cottonwood lease ended in May 2025

Other information:

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The income approach utilized estimates of after-tax cash flows, which were Level 3 fair value measurements, and included key inputs such as forecasted power prices, fuel costs, operating and maintenance costs, plant investment capital expenditures and discount rates.

As a result of the evaluation performed, the Company recorded impairment losses of $ 7 million and $ 14 million related to its equity method investments in Gladstone and property plant and equipment and leases in the West/Services/Other segment, respectively.

As a result of the evaluation performed, the Company recorded an impairment loss of $ 39 million related to its equity method investment in Gladstone in the West/Other segment.

For further discussion of the Gladstone investment, see Note 16, Investments Accounted for by the Equity Method and Variable Interest Entities .

Other Impairments — The Company recorded impairment losses related to excess SO 2 allowances of $ 7 million in the Texas segment and goodwill impairment losses of $ 15 million in the West/Services/Other segment.

2024 Impairment Losses

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Gladstone — The Company recorded impairment losses of $ 102 million on its equity method investment in Gladstone within the West/Services/Other segment as a result of changes in the long-term outlook of the Gladstone facility, prompted by evolving energy policy conditions in Australia and an assessment of the long-term operational landscape of the facility, which concluded with the annual budget process.

As a result of the evaluation performed, the Company recorded impairment losses of $ 7 million and $ 14 million related to its equity method investment in Gladstone and property plant and equipment and leases in the West/Other segment, respectively.

For further discussion of the Gladstone investment, see Note 16, Investments Accounted for by the Equity Method and Variable Interest Entities .

Other Impairments — The Company additionally recorded impairment losses related to property plant and equipment and leases of $ 2 million, $ 4 million and $ 20 million in the Texas, East and West/Services/Other segments, respectively.

2023 Impairment Losses

Astoria Redevelopment Impairment — During the third quarter of 2022, the Company entered into a purchase and sale agreement for the sale of the land and related assets at the Astoria generating site and the planned withdrawal and cancellation of its proposed Astoria redevelopment project.

As a result, the Company impaired $ 43 million of Astoria project spend in the East segment.

For further discussion of the transaction, see Note 4, Acquisitions and Dispositions .

PJM Asset Impairments — During the second quarter of 2022, the results of the PJM Base Residual Auction for the 2023/2024 delivery year were released leading the Company to revise its long-term view of certain facilities and announce the planned retirement of the Joliet generating facility.

The Company considered the near-term retirement date of Joliet and the decline in PJM capacity prices to be a trigger for impairment and performed impairment tests on the PJM generating assets and the goodwill associated with Midwest Generation.

The Company measured the impairment losses on the PJM generating assets and Midwest Generation goodwill as the difference between the carrying amount and the fair value of the PJM generating assets and Midwest Generation reporting unit, respectively.

Fair values were determined using an income approach in which the Company applied a discounted cash flow methodology to the long-term budgets for the plants and reporting unit.

Significant inputs impacting the income approach include the Company's long-term view of capacity and fuel prices, projected generation, the physical and economic characteristics of each plant and the reporting unit as a whole, and the discount rate applied to the after-tax cash flow projections.

Impairment losses of $ 20 million and $ 130 million were recorded in the East segment on the PJM generating assets and Midwest Generation goodwill, respectively.

Other Impairments — The Company additionally recorded impairment losses of $ 13 million in the East segment.

During the fourth quarter of 2023, the Company completed its annual budget and analyzed the corresponding impact on estimated cash flows associated with its long-lived assets.

The fair value of the assets was determined using an income approach by applying a discounted cash flow methodology to the long-term budget for each facility.

Gladstone — The Company recorded impairment losses of $ 102 million on its equity method investment in Gladstone within the West/Other segment as a result of changes in the long-term outlook of the Gladstone facility, prompted by evolving energy policy conditions in Australia and an assessment of the long-term operational landscape of the facility, which concluded with the annual budget process.

For further discussion of the Gladstone investment, see Note 16, Investments Accounted for by the Equity Method and Variable Interest Entities .

Note 11 — Goodwill and Other Intangibles

The following table presents the changes in goodwill for the years ended December 31, 2025 and 2024 based on the Company's reportable segments:

(in millions) Texas East West/Services/Other Vivint Smart Home Total

(in millions) Texas East West/Other Vivint Smart Home Total

Balance as of January 1, 2024

$ 643 $ 721 $ 192 $ 3,523 $ 5,079

Goodwill resulted from the acquisition of Vivint — — — 3,494 3,494

Asset sales ( 67 ) ( 2 ) — — ( 69 )

Impairment — — ( 15 ) — ( 15 )

Sale of Airtron — — ( 43 ) — ( 43 )

Foreign currency translation adjustments — — ( 10 ) — ( 10 )

1 unchanged sentence

$ 643 $ 721 $ 124 $ 3,523 $ 5,011

Impairment — — ( 15 ) — ( 15 )

Sale of Airtron — — ( 43 ) — ( 43 )

Foreign currency translation adjustments — — 6 — 6

4 unchanged sentences

Intangible assets are comprised of the following:

• Customer relationships — These intangibles represent the fair value at the acquisition date of acquired businesses' customer base from the acquisition of Vivint Smart Home, Direct Energy and other acquisitions.

Customer relationships are amortized to depreciation and amortization expense based on the expected discounted future net cash flows by year.

• Emission Allowances — These intangibles primarily consist of SO 2 emission allowances, including those established with the 2006 acquisition of Texas Genco, RGGI emission credits and California carbon allowances.

1 unchanged sentence

• Customer and supply contracts — These intangibles include the fair value at the acquisition date of in-market and out-of-market customer and supply contracts from the acquisition of Direct Energy and are amortized to revenue and cost of operations, respectively, based upon the fair market value, as of the acquisition date, for each delivery month.

• Customer relationships — These intangibles represent the fair value at the acquisition date of acquired businesses' customer base from the acquisition of Vivint, Direct Energy and other acquisitions.

Customer relationships are amortized to depreciation and amortization expense based on the expected discounted future net cash flows by year.

• Marketing partnerships — These intangibles represent the fair value at the acquisition date of existing agreements with marketing vendors and loyalty and affinity partners for customer acquisition.

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RECs are expensed to cost of operations based on NRG’s customer usage.

Other also included in-market nuclear fuel contracts established from the Texas Genco acquisition in 2006 which were amortized to cost of operations over expected volumes over the life of each contract, costs to extend the operating license for STP Units 1 and 2 and intellectual property related to Goal Zero, which was amortized to depreciation and amortization expense.

The following tables summarize the components of NRG's intangible assets:

(In millions)

Year Ended December 31, 2024 Emission

Allowances Customer and Supply Contracts Customer

Relationships Marketing Partnerships Technology Trade

Year Ended December 31, 2025 Customer

Relationships Emission

Allowances Customer and Supply Contracts Marketing Partnerships Technology Trade

Names Other (a)

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Write-off of fully amortized balances ( 81 ) ( 1 ) — — — ( 193 ) ( 45 ) ( 320 )

Sale of Airtron (c)

— — ( 255 ) — — ( 24 ) — ( 279 )

Other 2 ( 5 ) 1 1 ( 1 ) 3 1 2

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(b) The weighted average amortization period for total amortizable intangible assets is approximately 5 years

(In millions)

Year Ended December 31, 2023 Emission

Allowances Customer and Supply Contracts Customer

Relationships Marketing Partnerships Technology Trade

Year Ended December 31, 2024 Customer

Relationships Emission

Allowances Customer and Supply Contracts Marketing Partnerships Technology Trade

Names Other (a)

5 unchanged sentences

Write-off of fully amortized balances ( 146 ) — — — — ( 11 ) — ( 157 )

Sale of STP (c)

Sale of Airtron (c)

( 255 ) — — — — ( 24 ) — ( 279 )

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(In millions) 2025 2024 2023

Emission allowances $ 5 $ 6 $ 6

Customer and supply contracts 71 121 141

Customer relationships $ 368 $ 476 $ 556

Customer and supply contracts 51 71 121

Emission allowances 10 5 6

Marketing partnerships 23 23 24

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Total amortization $ 673 $ 876 $ 1,001

(a) For the year ended December 31, 2024, 2023 and 2022, other intangibles amortized to depreciation and amortization expense were $ 15 million, de minimis and $ 4 million, respectively

The following table presents estimated amortization of NRG's intangible assets as of December 31, 2024 for each of the next five years:

(a) For the years ended December 31, 2025 and 2023, other intangibles amortized to depreciation and amortization expense were de minimis.

For the year ended December 31, 2024, other intangibles amortized to depreciation and amortization expense was $ 15 million

The following table presents estimated amortization of NRG's intangible assets included in the Company’s balance sheet as of December 31, 2025 for each of the next five years:

(In millions)

Year Ended December 31, Emission

Allowances Customer and Supply Contracts Customer

Relationships Marketing Partnerships Technology Trade

Year Ended December 31, Customer

Relationships Emission

Allowances Customer and Supply Contracts Marketing Partnerships Technology Trade

2026 $ 298 $ 20 $ 52 $ 23 $ 130 $ 37 $ 560

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Senior Notes, due 2034 1,250 — 5.750

Convertible Senior Notes, due 2048 (a)

232 575 2.750

Senior Notes, due 2036 2,400 — 6.000

Convertible Senior Notes, due 2048 — 232 2.750

Senior Secured First Lien Notes, due 2025 — 500 2.000

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Senior Secured First Lien Notes, due 2033 740 740 7.000

Senior Secured First Lien Notes, due 2035 625 — 5.407

Term Loan B, due 2031 2,299 1,317 SOFR + 1.750

Tax-exempt bonds 466 466 4.000 - 4.750

Wharton TEF loan, due 2045 189 — 3.000

Cedar Bayou 5 TEF loan, due 2045 255 — 3.000

Greens Bayou 6 TEF loan, due 2045 90 — 3.000

Subtotal recourse debt 16,576 10,892

Non-recourse debt:

Vivint Senior Notes, due 2029 — 800 5.750

Vivint Senior Secured Notes, due 2027 — 600 6.750

Vivint Senior Secured Term Loan, due 2028 — 1,320 SOFR + 3.510

Subtotal all Vivint non-recourse debt — 2,720

Subtotal long-term debt (including current maturities)

10,892 10,940

Finance leases 24 14 various

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Total long-term debt and finance leases $ 16,412 $ 9,812

(a) As of the ex-dividend date of February 3, 2025, the Convertible Senior Notes were convertible at a price of $ 40.78 , which is equivalent to a conversion rate of approximately 24.5222 shares of common stock per $1,000 principal amount of Convertible Senior Notes

Debt includes the following discounts:

3 unchanged sentences

Term Loan B, due 2031 ( 3 ) ( 2 )

Vivint Senior Notes, due 2029 — ( 103 )

Vivint Senior Secured Notes, due 2027 — ( 12 )

Vivint Senior Secured Term Loan, due 2028 — ( 21 )

Total discounts

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Recourse Debt

Issuance of 2029 Senior Notes, 2033 Senior Notes and 2034 Senior Notes

On October 30, 2024, the Company issued $ 1.9 billion in aggregate principal amount of senior unsecured notes, consisting of (i) $ 925 million aggregate principal amount of 6.000 % senior unsecured notes due 2033 (the “2033 Notes”) and (ii) $ 950 million aggregate principal amount of 6.250 % senior unsecured notes due 2034 (the “2034 Notes” and, together with the 2033 Notes, the “Notes”).

In addition, on October 30, 2024, the Company issued $ 798 million aggregate principal amount of 5.750 % senior unsecured notes due 2029 (the “New NRG 5.750 % Senior Notes due 2029”) in connection with the Company’s previously announced offer to exchange.

The Notes and the New NRG 5.750 % Senior Notes due 2029 are senior unsecured obligations of the Company and are guaranteed by certain of its subsidiaries that guarantee indebtedness under the Senior Credit Facility.

Interest on the New NRG 5.750 % Senior Notes due 2029 is paid semi-annually beginning on January 15, 2025 until the maturity date of July 15, 2029.

Interest on the 2033 Notes is paid semi-annually beginning on February 1, 2025 until the maturity date of February 1, 2033.

Interest on the 2034 Notes is paid semi-annually beginning on May 1, 2025 until the maturity date of November 1, 2034.

On October 30, 2024, the Company used the net proceeds from the offering of the Notes, together with the net proceeds of its new incremental term loan B in an aggregate principal amount of $ 450 million, to pay the cash tender price for any and all of APX Group, Inc.’s 6.750 % Senior Secured Notes due 2027 and to repay APX Group, Inc.’s secured term loans in an outstanding aggregate principal amount of approximately $ 1.3 billion under its senior secured credit agreement.

In addition, on October 31, 2024, the Company used the net proceeds from the offering of the Notes and cash on hand to redeem all of its outstanding 6.625 % Senior Notes due 2027, of which $ 375 million aggregate principal amount was outstanding.

Any remaining net proceeds from the offering was used to pay the transaction fees, expenses and premiums, to refinance outstanding debt and for general corporate purposes.

Issuance of Unsecured Notes and Secured Notes

On October 8, 2025, the Company issued $ 3.65 billion in aggregate principal amount of the New Unsecured Notes.

The New Unsecured Notes are senior unsecured obligations of the Company and are guaranteed by its wholly-owned U.S.

subsidiaries that guarantee the term loans under the Senior Credit Facility.

Interest on the 2034 Notes is paid semi-annually beginning on July 15, 2026 until the maturity date of January 15, 2034.

Interest on the 2036 Notes is paid semi-annually beginning on July 15, 2026 until the maturity date of January 15, 2036.

On October 8, 2025, the Company also issued $ 1.25 billion in aggregate principal amount of the New Secured Notes.

The New Secured Notes are senior secured obligations of the Company and are guaranteed by its wholly-owned U.S.

subsidiaries that guarantee the term loans under the Senior Credit Facility.

The New Secured Notes are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Senior Credit Facility, which collateral consists of a substantial portion of the property and assets owned by the Company and the guarantors.

Interest on the 2030 Notes is paid semi-annually beginning on April 15, 2026 until the maturity date of October 15, 2030.

Interest on the 2035 Notes is paid semi-annually beginning on April 15, 2026 until the maturity date of October 15, 2035.

The Company used the net proceeds from the New Unsecured Notes and a portion of the net proceeds from the New Secured Notes to partially fund the cash portion of the purchase price of the acquisition of the LSP Portfolio, which closed on January 30, 2026.

In addition, the Company used a portion of the net proceeds from the 2035 Notes to repay in full $ 500 million aggregate principal amount of its 2.000 % Senior Secured Notes due 2025 on the maturity date of December 2, 2025.

Senior Secured Note Redemption

On December 2, 2025, the Company redeemed $ 500 million in aggregate principal amount of its 2.000 % Senior Secured Notes due 2025, at a redemption price equal to 100.000 % for $ 505 million, which included the payment of $ 5 million of accrued interest, using part of the net proceeds from the offering of the 2035 Notes.

Senior Note Redemptions

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In connection with the redemption, the Company wrote-off $ 1 million of previously deferred financing costs and other fees, which was recorded to loss on debt extinguishment.

3.750 % Senior Secured First Lien Note due 2024 Repayment

On June 17, 2024, the Company repaid $ 600 million in aggregate principal amount of its 3.750 % Senior Secured First Lien Notes due 2024.

During the year ended December 31, 2023, the Company redeemed $ 620 million in aggregate principal amount of its 3.875 % Senior Notes, due 2032, for $ 509 million, which included the payment of $ 7 million of accrued interest, using cash on hand at an average early redemption percentage of 81 %.

In connection with the redemption, a $ 109 million gain on debt extinguishment was recorded, which included the write-off of previously deferred financing costs and other fees of $ 9 million.

Senior Secured Bridge Facility

In connection with the acquisition of the LSP Portfolio, the Company entered into a commitment letter for a senior secured bridge facility with certain financial institutions in a principal amount not to exceed $ 4.4 billion for the purposes of paying a portion of the cash consideration for the acquisition and related fees and expenses.

The Bridge Facility was terminated on October 8, 2025 following the issuance of the New Unsecured Notes and the New Secured Notes.

Senior Credit Facility

Term Loan B Incurrence

On April 16, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Eighth Amendment to the Credit Agreement in order to (i) establish the Existing Term Loan B Facility with borrowings of $ 875 million in aggregate principal amount and the Existing Term Loans and (ii) make certain other modifications to the Credit Agreement as set forth therein.

The proceeds from the Existing Term Loans were used to repay a portion of the Company’s Convertible Senior Notes, all of the Company’s 3.750 % senior secured first lien notes due 2024 and for general corporate purposes.

On October 30, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Eleventh Amendment to the Credit Agreement in order to include the Incremental Term Loan B Facility in an aggregate principal amount of $ 450 million and the Incremental Term Loans, which Incremental Term Loan B Facility is fungible for U.S.

federal tax purposes with the Existing Term Loan B Facility.

The proceeds from the Incremental Term Loans, together with the proceeds of the Notes, were used to repay all loans and other amounts outstanding under APX’s senior secured credit agreement and to pay the cash tender price for any and all of APX Group, Inc.’s 6.750 % Senior Secured Notes due 2027.

The terms of the Incremental Term Loan B Facility (including pricing) are identical to those applicable to the Existing Term Loan B Facility, and the Incremental Term Loans constitute the same class of term loans as the Company’s Existing Term Loans.

On November 26, 2024, the Company, as borrower, entered into the Twelfth Amendment to the Credit Agreement in order to (i) reprice both the Existing Term Loan B Facility and the Incremental Term Loan B Facility and (ii) make certain other modifications to the Credit Agreement as set forth therein.

Following the effectiveness of the Twelfth Amendment, at the Company’s election, the Existing Term Loans and the Incremental Term Loans bear interest at a rate per annum equal to either (1) a fluctuating rate equal to the highest of (A) the rate published by the Federal Reserve Bank of New York in effect on such day, plus 0.50 %, (B) the rate of interest per annum publicly announced from time to time by The Wall Street Journal as the “Prime Rate” in the United States, and (C) a rate of one-month Term SOFR (as defined in the Credit Agreement) (after giving effect to any floor applicable to Term SOFR) plus 1.00 %, in each case, plus a margin of 0.75 % or (2) Term SOFR (as defined in the Credit Agreement) (which shall not be less than 0.00 %) for a one-, three- or six-month interest period (or such other period as agreed to by the Agent and the lenders, as selected by the Company), plus a margin of 1.75 %.

The Existing Term Loan B Facility and the Incremental Term Loan B Facility are guaranteed by each of the Company’s subsidiaries that guarantee the Company’s Revolving Credit Facility and are secured on a first lien basis by substantially all of the Company’s and such subsidiaries’ assets, in each case, subject to certain customary exceptions and limitations set forth in the Credit Agreement.

The Existing Term Loans and the Incremental Term Loans have a final maturity date of April 16, 2031 and amortize at a rate of 1 % per annum in equal quarterly installments (subject to any adjustments to such amortization payments to ensure that such Incremental Term Loans are fungible for U.S.

federal tax purposes with the Existing Term Loans).

If an event of default occurs under the Existing Term Loan B Facility or the Incremental Term Loan B Facility, the entire principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.

The Existing Term Loan B Facility and the Incremental Term Loan B Facility also provide for customary asset sale mandatory prepayments, reporting covenants and negative covenants governing dividends, investments, indebtedness, and other matters that are customary for similar term loan B facilities.

On December 20, 2024, the Company, as borrower, entered into the Thirteenth Amendment to the Credit Agreement to (i) add APX Group, Inc.

as an additional borrower of the loans under the Credit Agreement on a joint and several basis with the Company and (ii) make certain other modifications to the Credit Agreement as set forth therein.

Amendment to Term Loan

On July 22, 2025, the Company and APX Group LLC, as borrowers, and certain subsidiaries of the Company, as guarantors, entered into the Fifteenth Amendment with, among others, the Agent, and certain financial institutions, as lenders, which amended the Credit Agreement.

The Fifteenth Amendment amended the Credit Agreement by adding a new incremental Term Loan B in an aggregate principal amount of $ 1.0 billion (the “Incremental Term Loan B Facility” and the loans thereunder, the “Incremental Term Loans”), which Incremental Term Loan B Facility is fungible with the Company’s existing Term Loan B facility (the “Existing Term Loan B Facility”).

The terms of the Incremental Term Loans are identical to those applicable to the Company’s Existing Term Loan B Facility.

At the Company’s election, the Incremental Term Loans will bear interest at a rate per annum equal to either:

(1) a fluctuating rate equal to the highest of (A) the rate published by the Federal Reserve Bank of New York in effect on such day, plus 0.50 %, (B) the rate of interest per annum publicly announced from time to time by The Wall Street Journal as the “Prime Rate” in the United States and (C) a rate of one-month Term SOFR (as defined in the Credit Agreement) plus 1.00 %, in each case, plus a margin of 0.75 %, or (2) Term SOFR (as defined in the Credit Agreement) (which will not be less than 0.00 %) for a one-, three-, six-month or twelve-month interest period (or such other period as agreed to by the Agent and the lenders, as selected by the Company), plus a margin of 1.75 %.

The Incremental Term Loan B Facility is guaranteed by each of the Company’s subsidiaries that guarantee the Company’s Revolving Credit Facility and Existing Term Loan B Facility and is secured on a first lien basis by substantially all of the Company’s and such subsidiaries’ assets, in each case, subject to certain customary exceptions and limitations set forth in the Credit Agreement.

The Incremental Term Loan B Facility has a final maturity date of April 16, 2031 and amortizes at a rate of 1.00 % per annum in equal quarterly installments (subject to any adjustments to such amortization payments to ensure that such Incremental Term Loan B Facility is fungible for U.S.

federal tax purposes with the Company’s Existing Term Loan B Facility).

If an event of default occurs under the Incremental Term Loan B Facility, the entire principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.

The Incremental Term Loan B Facility also provides for customary asset sale mandatory prepayments, reporting covenants and negative covenants governing dividends, investments, indebtedness, and other matters that are customary for similar term loan “B” facilities.

Revolving Credit Facility

On April 22, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Ninth Amendment to extend the maturity date of a portion of the revolving commitments thereunder to February 14, 2028.

On October 30, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Tenth Amendment to (i) extend the maturity date of its revolving credit facility to October 30, 2029 and (ii) make certain other amendments to the Credit Agreement as set forth therein.

On May 27, 2025, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Fourteenth Amendment to the Credit Agreement in order to (i) increase the commitments under the Revolving Credit Facility by the Incremental Commitments to an aggregate amount equal to $ 4.6 billion and (ii) make certain other amendments to the Credit Agreement.

The terms of the Incremental Commitments (including pricing) are identical to those applicable to, and constitute the same class as the existing commitments under, the Revolving Credit Facility.

As of December 31, 2025, there were no outstanding borrowings and there were $ 200 million in letters of credit issued under the Revolving Credit Facility.

As of January 31, 2026, $ 2.8 billion of borrowings were outstanding.

2048 Convertible Senior Notes

Accounting for Convertible Senior Notes — Beginning in 2022, the Company no longer records the conversion feature of its convertible senior notes in equity.

Instead, the Company combined the previously separated equity component with the liability component, which together is now classified as debt, thereby eliminating the subsequent amortization of the debt discount as interest expense.

Modification to Convertible Senior Notes — In 2022, the Company irrevocably elected to eliminate the right to settle conversions only in shares of the Company's common stock, such that any conversion after such date, the Company will pay cash per $1,000 principal amount and will settle in cash or a combination of cash and the Company’s common stock for the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount.

Convertible Senior Notes Features — As of December 31, 2024, the Convertible Senior Notes are convertible, under certain circumstances, into cash or a combination of cash and the Company’s common stock at a price of $ 40.94 per common share, which is the equivalent to a conversion rate of approximately 24.4241 shares of common stock per $1,000 principal amount of Convertible Senior Notes.

As of December 31, 2023, the Convertible Senior Notes were convertible at a price of $ 41.83 per common share, which is equivalent to a conversion rate of approximately 23.9079 shares of common stock per $1,000 principal amount of Convertible Senior Notes.

The settlement method is at the Company’s election.

The net carrying amounts of the Convertible Senior Notes as of December 31, 2024 and December 31, 2023 were $ 231 million and $ 572 million, respectively.

The Convertible Senior Notes mature on June 1, 2048, unless earlier repurchased, redeemed or converted in accordance with their terms.

The Convertible Senior Notes are convertible at the option of the holders only upon the occurrence of certain events and during certain periods, including, among others, during any calendar quarter (and only during such calendar quarter) if the last reported sales price per share of the Company’s common stock exceeded 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter (the “Common Stock Sale Price Condition”).

As of January 1, 2025, the Company’s Convertible Senior Notes are convertible during the quarterly period ending March 31, 2025 due to the satisfaction of the Common Stock Sale Price Condition.

In addition, the Convertible Senior Notes are also convertible during specified periods as follows:

• from December 1, 2024 until the close of business on the second scheduled trading day immediately before June 1, 2025;

• from December 1, 2047 until the close of business on the second scheduled trading day immediately before the maturity date.

All conversions with a conversion date that occurs within the specific periods above will be settled after such period pursuant to the terms of the Convertible Senior Notes indenture.

Convertible Senior Notes Redemption

On May 15, 2025, the Company issued a notice of redemption for the Convertible Senior Notes.

On the Redemption Date, the Company used cash on hand to redeem $ 12 million in aggregate principal amount of the Convertible Senior Notes, at a redemption price equal to 100.000 %.

The holders of the remaining outstanding Convertible Senior Notes elected to convert their Convertible Senior Notes prior to the Redemption Date and received $ 220 million in cash with respect to the remaining principal amount of the Convertible Senior Notes and a total of 3,986,335 shares for the conversion premium.

The following table details the interest expense recorded in connection with the Convertible Senior Notes:

6 unchanged sentences

Convertible Senior Notes Repurchases

During the year ended December 31, 2024, the Company completed repurchases of a portion of the Convertible Senior Notes using cash on hand and a portion of the proceeds from the Term Loans, as detailed in the table below.

For the year ended December 31, 2024, a $ 260 million loss on debt extinguishment was recorded in connection with the repurchases below.

During the year ended December 31, 2024, the Company repurchased $ 343 million in aggregate principal of the Convertible Senior Notes using cash of $ 603 million, as detailed in the table below, which resulted in a $ 260 million loss on debt extinguishment for the period.

(In millions, except percentages)

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Capped Call Options

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls”) to effectively lock in a conversion premium of $ 257 million on the remaining $ 232 million in aggregate principal amount of the Convertible Senior Notes.

The option price of $ 257 million was incurred when the Company entered into the Capped Calls, which will be payable upon the earlier of settlement and expiration of the applicable Capped Calls.

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties to effectively lock in a conversion premium of $ 257 million on the remaining $ 232 million in aggregate principal amount of the Convertible Senior Notes.

In the second quarter of 2025, the expiration date of the options was extended from June 1, 2025 to July 8, 2025.

The Capped Calls were exercised and settled on July 8, 2025 in connection with the redemption of the Convertible Senior Notes.

For further discussion see Note 15, Capital Structure.

1 unchanged sentence

As of December 31, 2025, the Company had the following outstanding issuances of senior notes with an early redemption feature, or Senior Notes:

5.750 % senior notes, issued December 7, 2017 and due January 15, 2028, or the 2028 Senior Notes;

5.250 % senior notes, issued May 24, 2019 and due June 15, 2029, or the 5.250 % 2029 Senior Notes;

3.375 % senior notes, issued December 2, 2020 and due February 15, 2029, or the 3.375 % 2029 Senior Notes;

5.750 % senior notes, issued October 30, 2024 and due July 15, 2029, or the 5.750 % 2029 Senior Notes;

3 unchanged sentences

6.250 % senior notes, issued October 30, 2024 and due November 1, 2034, or the 6.250 % 2034 Senior Notes;

5.750 % senior notes, issued October 8, 2025 and due January 15, 2034, or the 5.750 % 2034 Senior Notes;

6.000 % senior notes, issued October 8, 2025 and due January 15, 2036, or the 2036 Senior Notes.

The indentures and the forms of notes provide, among other things, that the Senior Notes will be senior unsecured obligations of the Company.

10 unchanged sentences

5.250 % 2029 Senior Notes

The Company may redeem some or all of the 2028 Senior Notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

Redemption Period Redemption

January 15, 2025 to January 14, 2026 100.958 %

January 15, 2026 and thereafter 100.000 %

5.250 % 2029 Senior Notes

The Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

1 unchanged sentence

June 15, 2026 to June 14, 2027 100.875 %

June 15, 2025 to June 14, 2026 101.750 %

June 15, 2026 to June 14, 2027 100.875 %

June 15, 2027 and thereafter 100.000 %

2 unchanged sentences

Redemption Period Redemption Percentage

February 15, 2025 to February 14, 2026 100.844 %

February 15, 2026 and thereafter 100.000 %

5.750 % 2029 Senior Notes

Redemption Period Redemption Percentage

July 15, 2025 to July 14, 2026 101.438 %

July 15, 2026 and thereafter 100.000 %

2031 Senior Notes

At any time prior to February 15, 2026, the Company may redeem all or a part of the 2031 Senior Notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

The premium is the greater of:

(i) 1 % of the principal amount of the note;

or (ii) the excess of the present value of 101.813 % of the note, plus interest payments due on the note through February 15, 2026 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50 % over the principal amount of the note.

In addition, on or after February 15, 2026, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

Redemption Period Redemption Percentage

36 unchanged sentences

November 1, 2031 and thereafter 100.000 %

Receivables Securitization Facilities

In 2020, NRG Receivables LLC, a bankruptcy remote, special purpose, indirect wholly owned subsidiary (“NRG Receivables”), entered into the Receivables Facility, subject to adjustments on a seasonal basis, with issuers of asset-backed commercial paper and commercial banks (the “Lenders”).

5.750 % 2034 Senior Notes

At any time prior to October 15, 2028, the Company may redeem all or a part of the 5.750 % 2034 Senior Notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

The premium is the greater of:

(i) 1 % of the principal amount of the note;

or (ii) the excess of the present value of 102.875 % of the note, plus interest payments due on the note through October 15, 2028 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50 % over the principal amount of the note.

In addition, on or after October 15, 2028, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

Redemption Period Redemption Percentage

October 15, 2028 to October 14, 2029 102.875 %

October 15, 2029 to October 14, 2030 101.438 %

October 15, 2030 and thereafter 100.000 %

2036 Senior Notes

At any time prior to October 15, 2030, the Company may redeem all or a part of the 2036 Senior Notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

The premium is the greater of:

(i) 1 % of the principal amount of the note;

or (ii) the excess of the present value of 103.000 % of the note, plus interest payments due on the note through October 15, 2030 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50 % over the principal amount of the note.

In addition, on or after October 15, 2030, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

Redemption Period Redemption Percentage

October 15, 2030 to October 14, 2031 103.000 %

October 15, 2031 to October 14, 2032 101.500 %

October 15, 2032 and thereafter 100.000 %

Receivables Facility

In 2020, NRG Receivables, entered into the Receivables Facility, subject to adjustments on a seasonal basis, with issuers of asset-backed commercial paper and commercial banks (the “Lenders”).

The assets of NRG Receivables are first available to satisfy the claims of the Lenders before making payments on the subordinated note and equity issued by NRG Receivables.

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The Company continues to service the accounts receivables sold in exchange for a servicing fee.

In 2020, the Company entered into the Repurchase Facility related to the Receivables Facility.

Under the Repurchase Facility, the Company could borrow up to $ 150 million, collateralized by a subordinated note issued by NRG Receivables to NRG Retail LLC in favor of the originating entities representing a portion of the balance of receivables sold to NRG Receivables under the Receivables Facility.

On June 21, 2024, NRG Receivables LLC (“NRG Receivables”), an indirect wholly-owned subsidiary of the Company, amended its existing Receivables Facility to, among other things, (i) extend the scheduled termination date to June 20, 2025, (ii) increase the aggregate commitments from $ 1.4 billion to $ 2.3 billion (adjusted seasonally) and (iii) add a new originator.

On June 20, 2025, NRG Receivables amended its existing Receivables Facility to extend the scheduled termination date to June 18, 2026.

The weighted average interest rate related to usage under the Receivables Facility as of December 31, 2025 was 0.772 %.

As of December 31, 2025, there were no outstanding borrowings and there were $ 1.5 billion in letters of credit issued under the Receivables Facility.

Also on June 21, 2024, Direct Energy Services, LLC (in its capacity as additional originator, the “Additional Originator”) entered into a Joinder Agreement (the “Joinder Agreement”) to join as Additional Originator to the Receivables Sale Agreement, dated as of September 22, 2020, among Direct Energy, LP, Direct Energy Business, LLC, Green Mountain Energy Company, NRG Business Marketing, LLC, Reliant Energy Northeast LLC, Reliant Energy Retail Services, LLC, Stream SPE, Ltd., US Retailers LLC and XOOM Energy Texas, LLC, as originators, NRG Retail, as the servicer, and NRG Receivables (the “Receivables Sale Agreement”).

Pursuant to the Joinder Agreement, the Additional Originator agrees to be bound by the terms of the Receivables Sale Agreement, will sell to NRG Receivables substantially all of its receivables for the sale of electricity, natural gas and/or related services and certain related rights (collectively, the “Receivables”) and in connection therewith have transferred to NRG Receivables the deposit accounts into which the proceeds of such Receivables are paid.

Concurrently with the amendments to the Receivables Facility, the Company and the originators thereunder terminated the existing uncommitted Repurchase Facility.

Tax Exempt Bonds

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Fort Bend County, tax exempt bonds, due 2042 73 73 4.750

NRG Indian River Power 2020, tax exempt bonds, due 2040 57 — 4.000

NRG Indian River Power 2020, tax exempt bonds, due 2045 190 — 4.000

Total $ 466 $ 466

On October 23, 2025, the Company remarketed $ 57 million aggregate principal amount of the IR 2040 Bonds and $ 190 million aggregate principal amount of the IR 2045 Bonds, together the IR Bonds.

The IR Bonds are guaranteed on a first priority basis by each of the Company's current and future subsidiaries that guarantee indebtedness under the Revolving Credit Facility.

The IR Bonds are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Revolving Credit Facility, which consists of a substantial portion of the property and assets owned by the Company and the guarantors.

The collateral securing the IR Bonds will, at the request of the Company, be released if the

Company satisfies certain conditions, including receipt of an investment grade rating on its senior, unsecured debt securities from two out of the three rating agencies, subject to reversion if those rating agencies withdraw their investment grade rating of the IR Bonds or any of the Company's senior, unsecured debt securities or downgrade such ratings below investment grade.

The IR Bonds were remarketed at a coupon of 4.000 % and are subject to mandatory tender and purchase on October 1, 2035 and have final maturity dates of October 1, 2040 for the IR 2040 Bonds and October 1, 2045 for the IR 2045 Bonds.

Bilateral Letter of Credit Facilities

The bilateral letter of credit facilities allows for the issuance of up to $ 850 million of letters of credit.

As of December 31, 2025, the bilateral letter of credit facilities allowed for the issuance of up to $ 850 million of letters of credit and $ 637 million was issued under these facilities.

These facilities are uncommitted.

As of December 31, 2024, $ 526 million was issued under these facilities.

In January and February 2026, the Company and certain of its subsidiaries, as guarantors, entered into amendments to its existing bilateral letter of credit facilities to increase the size of its bilateral credit facilities by $ 410 million and $ 90 million, respectively, to provide additional liquidity.

As of January 31, 2026, $ 1.0 billion was issued under these facilities.

Texas Development Projects

On July 31, 2025, NRG THW GT LLC, an indirect wholly-owned subsidiary of the Company, entered into the First TEF Loan to support the development of T.H.

Wharton, which is currently under construction.

The Company signed an equity contribution agreement and guaranty with respect to the First TEF Loan.

The loan bears interest at a fixed rate of 3.000 % per annum and has a final maturity date of July 31, 2045.

As of January 31, 2026, $ 187 million of disbursements for the First TEF Loan have occurred.

On September 26, 2025, NRG Cedar Bayou 5 LLC, an indirect wholly-owned subsidiary of the Company, entered into the Second TEF Loan to support the development of Cedar Bayou 5, which is currently under construction.

The Company signed an equity contribution agreement and guaranty with respect to the Second TEF Loan.

The loan bears interest at a fixed rate of 3.000 % per annum and has a final maturity date of September 26, 2045.

As of January 31, 2026, $ 269 million of disbursements for the Second TEF Loan have occurred.

On November 20, 2025, NRG Greens Bayou 6 LLC, an indirect wholly-owned subsidiary of the Company, entered into the Third TEF Loan to support the development of Greens Bayou 6, which is currently under construction.

The Company signed an equity contribution agreement and guaranty with respect to the Third TEF Loan.

The loan bears interest at a fixed rate of 3.000 % per annum and has a final maturity date of November 20, 2045.

As of January 31, 2026, $ 95 million of disbursements for the Third TEF Loan have occurred.

Pre-Capitalized Trust Securities Facility

On August 29, 2023, the Company entered into a facility agreement with Alexander Funding Trust II, a newly-formed Delaware statutory trust (the “Trust”), in connection with the sale by the Trust of $ 500 million pre-capitalized trust securities redeemable July 31, 2028 (the “P-Caps”).

On August 29, 2023, the Company entered into a Facility Agreement (as defined below) with Alexander Funding Trust II, a newly-formed Delaware statutory trust (the “Trust”), in connection with the sale by the Trust of $ 500 million pre-capitalized trust securities redeemable July 31, 2028 (the “P-Caps”).

The Trust invested the proceeds from the sale of the P-Caps in a portfolio of principal and interest strips of U.S.

Treasury securities (the “Eligible Treasury Assets”).

In connection with the sale of the P-Caps, the Company and the guarantors named therein entered into a facility agreement, dated August 29, 2023 (the “Facility Agreement”), with the Trust and Deutsche Bank Trust Company Americas, as notes trustee.

Under the Facility Agreement, the Company has the right, from time to time, to issue to the Trust, and to require the Trust to purchase from the Company, on one or more occasions (the “Issuance Right”), up to $ 500 million aggregate principal amount of the Company’s 7.467 % Senior Secured First Lien Notes due 2028 (the “P-Caps Secured Notes”) in exchange for all or a portion of the Eligible Treasury Assets corresponding to the portion of the Issuance Right under the Facility Agreement being exercised at such time.

The P-Caps are to be redeemed by the Trust on July 31, 2028 or earlier upon an early redemption of the P-Caps Secured Notes.

Following any distribution of P-Caps Secured Notes to the holders of the P-Caps, the Company may similarly redeem such P-Caps Secured Notes, in whole or in part, at the redemption price described in the P-Caps Indenture, plus accrued but unpaid interest to, but excluding, the date of redemption.

Following any distribution of P-Caps Secured Notes to the holders of the P-Caps, the Company may similarly redeem such P-Caps Secured Notes, in whole or in part, at the redemption price described in the indenture governing the P-Caps Secured Notes, plus accrued but unpaid interest to, but excluding, the date of redemption.

Any P-Caps Secured Notes outstanding and held by the Trust as a result of the exercise of the Issuance Right that remain outstanding will also mature on July 31, 2028.

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Non-recourse Debt

The following are descriptions of certain indebtedness of NRG’s subsidiaries.

As of December 31, 2024, such non-recourse debt is no longer outstanding.

The following are descriptions of certain indebtedness of NRG’s subsidiaries, which are non-recourse debt to NRG.

Acquired LS Power Debt

On January 30, 2026 (the “Acquisition Closing Date”), in connection with the acquisition of the LSP Portfolio from LS Power, Lightning Power, LLC, an indirect, wholly-owned subsidiary of the Company as of such date (“Lightning”), retained its 7.250 % Senior Secured Notes due 2032, term loan and revolving loan facility.

Lightning Notes

On the Acquisition Closing Date, Lightning remained the issuer of $ 1.5 billion aggregate principal amount of 7.250 % Senior Secured Notes due 2032 (the “Lightning Notes”) issued pursuant to an indenture, dated August 16, 2024 (the “Lightning Indenture”), by and among Lightning, Lightning’s subsidiaries that are guarantors from time to time party thereto, and U.S.

Bank Trust Company, National Association, in its capacities as trustee and collateral trustee.

The Lightning Notes accrue interest at a rate of 7.250 % per annum, payable semi-annually on February 15 and August 15 of each year.

The Lightning Notes mature on August 15, 2032.

At any time prior to August 15, 2027, Lightning may redeem all or a part of the Lightning Notes, at a redemption price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.

In addition, on or after August 15, 2027, Lightning may redeem all or part of the Lightning Notes at the redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

Redemption Period Redemption Percentage

August 15, 2027 to August 14, 2028 103.625 %

August 15, 2028 to August 14, 2029 101.813 %

August 15, 2029 and thereafter 100.000 %

Subject to certain qualifications and exceptions, the Lightning Indenture, among other things, limits Lightning’s ability and the ability of Lightning’s restricted subsidiaries to incur or guarantee additional indebtedness;

create or incur liens;

make certain restricted payments;

and consolidate, merge or transfer all or substantially all of Lightning’s and its subsidiaries’ assets on a consolidated basis.

Lightning Credit Facility

On the Acquisition Closing Date, Lightning remained party to a credit agreement (the “Lightning Credit Agreement”) with Morgan Stanley Senior Funding, Inc.

as administrative agent and collateral agent and various lenders and issuing banks from time to time party thereto.

The Lightning Credit Agreement consists of a term loan in an original aggregate principal amount of $ 1.75 billion (the “Lightning Term Loan”) and revolving loan facility of $ 600 million (the “Lightning Revolving Facility”).

The maturity date of the Lightning Term Loan and the Lightning Revolving Facility is August 16, 2031, and August 16, 2029, respectively.

Interest on the Lightning Term Loan accrues at a rate per annum equal to the SOFR rate plus a margin of 2.25 %, subject to leverage-based margin step-downs.

Interest on revolving credit borrowings under the Lightning Revolving Facility accrues at a rate per annum equal to the SOFR rate plus a margin of 2.00 %, subject to leverage-based margin step-downs.

As of January 31, 2026, $ 1.73 billion of borrowings were outstanding under the Lightning Term Loan.

As of December 31, 2024, the below non-recourse debt is no longer outstanding.

Vivint Secured Notes Tender Offer

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redeemed the remaining $ 11 million in aggregate principal amount of the Vivint 6.750 % Senior Secured Notes due 2027 that remained outstanding following the Tender Offer.

The price for the Vivint 6.750 % Senior Secured Notes due 2027 was 100.411 %.

In connection with the redemptions, a $ 13 million loss on debt extinguishment was recorded, which included the write-off of previously deferred financing costs and other fees of $ 1 million.

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redeemed the $ 2 million of the Vivint 5.750 % Senior Notes due 2029 that remained outstanding following the Exchange Offer.

The redemption price was equal to 102.875 % of the aggregate principal amount.

Vivint Term Loan

On April 10, 2024, the Company’s wholly-owned indirect subsidiary, Vivint, entered into the Second Amendment to the Vivint Credit Agreement with, among others, the Vivint Agent, and certain financial institutions, as lenders, which amended the Vivint Credit Agreement in order to (i) reprice its term loan B facility (the term loans thereunder, the “Vivint Term Loans”) and (ii) make certain other modifications to the Vivint Credit Agreement as set forth therein.

At Vivint’s election, the Vivint Term Loans bear interest at a rate per annum equal to either (1) a fluctuating rate equal to the highest of (A) the rate published by the Federal Reserve Bank of New York in effect on such day, plus 0.50 %, (B) the rate of interest per annum publicly announced from time to time by The Wall Street Journal as the “Prime Rate” in the United States, and (C) a rate of one-month Term SOFR (as defined in the Vivint Credit Agreement), (after giving effect to any floor applicable to Term SOFR) plus 1.00 %, in each case, plus a margin of 1.75 %, or (2) Term SOFR (as defined in the Vivint Credit Agreement) (which Term SOFR shall not be less than 0.50 %) for a one-, three- or six-month interest period (or such other period as agreed to by the Vivint Agent and the lenders, as selected by Vivint), plus a margin of 2.75 %.

On October 30, 2024, the Company repaid in full the outstanding Vivint Term Loans of approximately $ 1.3 billion and terminated the revolving credit facility under the Vivint Credit Agreement.

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Spending for current obligations ( 47 )

Acquisitions 4

Balance as of December 31, 2025 $ 389

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Cost sharing provisions vary by the terms of any applicable collective bargaining agreements.

NRG maintains three separate qualified pension plans, the NRG Pension Plan for Bargained Employees, the NRG Pension Plan and the Pension Plan for Employees of Direct Energy Marketing Limited (“DEML”).

NRG maintains two separate qualified pension plans, the NRG Pension Plan for Bargained Employees and the NRG Pension Plan.

Participation in the NRG Pension Plan for Bargained Employees depends upon whether an employee is covered by a bargaining agreement.

The NRG Pension Plan was frozen for non-union employees on December 31, 2018.

In 2024, the Company commenced the termination process for the defined benefit component of the Pension Plan for Employees of DEML and expects to complete the transaction in 2025.

The Company has terminated the defined benefit component of the Pension Plan for Employees of Direct Energy Marketing Limited and is currently awaiting regulatory approval.

NRG expects to contribute $ 32 million to the Company's pension plans in 2026.

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Amortization of unrecognized net loss — ( 1 ) 1

Net periodic benefit credit $ ( 1 ) $ ( 3 ) $ ( 4 )

Net periodic benefit cost/(credit) $ 3 $ ( 1 ) $ ( 3 )

A comparison of the pension benefit obligation, other postretirement benefit obligations and related plan assets for NRG's plans on a combined basis is as follows:

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Annuity purchase settlement — ( 50 ) — —

Curtailment and special termination benefit loss — ( 2 ) — ( 1 )

Benefit payments ( 90 ) ( 83 ) ( 11 ) ( 10 )

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$ ( 103 ) $ ( 134 ) $ ( 61 ) $ ( 70 )

During the year ended December 31, 2024, the actuarial gain of $ 35 million on pension benefits was primarily driven by increasing discount rates.

During the year ended December 31, 2025, the actuarial loss of $ 28 million on pension benefits was primarily driven by decreasing discount rates.

During the year ended December 31, 2024, the actuarial gain of $ 35 million on pension benefits was primarily driven by increasing discount rates.

Amounts recognized in NRG's balance sheets were as follows:

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Net loss/(gain) $ 50 $ 73 $ ( 18 ) $ ( 14 )

Prior service cost/(credit) — — ( 1 ) ( 4 )

Prior service credit — — — ( 1 )

Total accumulated OCI $ 50 $ 73 $ ( 18 ) $ ( 15 )

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(In millions) 2025 2024 2025 2024

Net actuarial (gain)/loss $ ( 4 ) $ ( 31 ) $ ( 1 ) $ ( 5 )

Amortization of net actuarial loss ( 2 ) ( 6 ) 1 ( 1 )

Settlement (gain)/loss 6 — — —

Net actuarial gain $ ( 19 ) $ ( 4 ) $ ( 4 ) $ ( 1 )

Amortization of net actuarial (gain)/loss ( 4 ) ( 2 ) — 1

Settlement loss — 6 — —

Amortization of prior service cost — — 1 3

Effect of settlement/curtailment — ( 1 ) — ( 1 )

Total recognized in OCI $ ( 23 ) $ — $ ( 3 ) $ 3

Net periodic benefit cost/(credit)

— 21 ( 1 ) ( 3 )

Net recognized in net periodic pension (credit)/cost and OCI

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Discount rate 5.63 % 4.99 % 5.18 % 5.53 % 4.96 % 5.19 %

4.96 % 5.19 % 2.82 %

Interest crediting rate 5.38 % 5.67 % 5.21 % 4.54 % 4.66 % 4.00 %

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NRG uses December 31 of each respective year as the measurement date for the Company's pension and other postretirement benefit plans.

The Company sets the discount rate assumptions on an annual basis for each of NRG's defined benefit retirement plans as of December 31.

The Company sets the discount rate assumptions on an annual basis for each of NRG's defined benefit retirement and other postretirement benefit plans as of December 31.

The discount rate assumptions represent the current rate at which the associated liabilities could be effectively settled at December 31.

The Company utilizes the Aon AA Above Median, or AA-AM, yield curve and the AON Canada yield curve to select the appropriate discount rate assumption for its retirement plans.

The Company utilizes the Aon AA Above Median, or AA-AM, yield curve for the U.S.plans and the AON Canada yield curve for the Canadian other postretirement plan to select the appropriate discount rate assumption.

The AA-AM yield curve is a hypothetical AA yield curve represented by a series of annualized individual spot discount rates from 6 months to 99 years.

Under the AA-AM yield curve, each bond issue used to build this yield curve must be non-callable, and have an average rating of AA when averaging available Moody's Investor Services, Standard & Poor's and Fitch ratings.

The AON Canada yield curve is based on high quality corporate bonds.

Under the AON Canada yield curve, expected plan cash flows were discounted using the yield curve, and then a single rate is determined which produces an equivalent present value.

The Aon Canada yield curve is based on high quality Canadian corporate bonds.

NRG employs a total return investment approach, whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk.

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Fixed income securities

Barclays Short, Intermediate and Long Credits/Barclays Strips 20+ Index and FTSE Canada Universe Bond Index

Barclays U.S.

Long Credit Index, Barclays U.S.

Strips 20+ Year Bond Index and Citigroup Strips Index 20+ Sub Index

(a) Non-Core Assets are defined as diversifying asset classes approved by the Investment Committee that are intended to enhance returns and/or reduce volatility of the U.S.

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Cost recognized for defined contribution plans $ 65 $ 62 $ 61

The Company's costs, which are primarily related to employer matching of a portion of employee contributions to defined contribution plans, increased during 2023 primarily due to an increase in retirement saving plan match and the Vivint acquisition.

Note 15 — Capital Structure

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Balance as of December 31, 2022 — 423,897,001 ( 194,335,971 ) 229,561,030

Issuance of Series A Preferred Stock 650,000 — — —

Shares issued under ESPP — — 191,249 191,249

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Share repurchases — — ( 22,730,940 ) ( 22,730,940 )

Retirement of treasury stock — ( 157,676,142 ) 157,676,142 —

Balance as of December 31, 2023 650,000 267,330,470 ( 59,199,520 ) 208,130,950

Issuance of Series A Preferred Stock 650,000 — — —

Shares issued under ESPP — — 242,070 242,070

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Share repurchases — — ( 11,725,563 ) ( 11,725,563 )

Partial settlement of Capped Call Options — — ( 2,588 ) ( 2,588 )

Retirement of treasury stock — ( 64,225,546 ) 64,225,546 —

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Share repurchases — — ( 9,971,620 ) ( 9,971,620 )

Partial settlement of Capped Call Options — — ( 2,588 ) ( 2,588 )

Settlement of Capped Call Options (a)

— — ( 4,211,054 ) ( 4,211,054 )

Conversions of Convertible Senior Notes — — 3,986,469 3,986,469

Retirement of treasury stock — ( 7,028,345 ) 7,028,345 —

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Share repurchases — — ( 656,900 ) ( 656,900 )

Shares issued for the acquisition of the LSP Portfolio — 24,250,000 — 24,250,000

Retirement of treasury stock — ( 340,900 ) 340,900 —

Balance as of January 31, 2026 650,000 224,445,551 ( 9,768,008 ) 214,677,543

(a) Consists of partial settlement of 134 shares on June 2, 2025 and final settlement of 4,210,920 shares on July 8, 2025

As of December 31, 2025, NRG had 23,607,174 shares of common stock reserved for the maximum number of shares potentially issuable based on the conversion and redemption features of the long-term incentive plans.

On January 30, 2026, as part of the purchase consideration for the LSP Portfolio acquisition, the Company issued 24.25 million shares of NRG common stock, par value $ 0.01 per share.

Common Stock Dividends

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Employee Stock Purchase Plan

The Company offers participation in the ESPP which allows eligible employees to elect to withhold between 1 % and 10 % of their eligible compensation to purchase shares of NRG common stock at the lesser of 90 % of its market value on the offering date or 90 % of the fair market value on the exercise date.

The Company offers participation in the ESPP which allows eligible employees to elect to withhold between 1 % and 100 % (between 1 % and 10 % prior to July 30, 2025), subject to an annual maximum of $25,000, of their eligible compensation to purchase shares of NRG common stock at the lesser of 90 % of its market value on the offering date or 90 % of the fair market value on the exercise date.

An offering date occurs each April 1 and October 1.

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Share Repurchases

During the year ended December 31, 2022, the Company completed $ 595 million of share repurchases at an average price per share of $ 40.48 .

In June 2023, NRG revised its long-term capital allocation policy to target allocating approximately 80 % of cash available for allocation, after debt reduction, to be returned to shareholders.

As part of the revised capital allocation framework, the Company announced an increase to its share repurchase authorization to $ 2.7 billion, to be executed through 2025.

In October 2024, the Board of Directors authorized an additional $ 1.0 billion for share repurchases as part of the existing share repurchase authorization.

As of January 31, 2025, $ 1.5 billion is remaining under the $ 3.7 billion authorization.

The following table summarizes the share repurchases made under the $ 3.7 billion authorization through January 31, 2025:

The Company’s long-term capital allocation policy is to target allocating approximately 80 % of cash available for allocation, after debt reduction, to be returned to shareholders.

The Company is actively repurchasing shares under its existing $ 3.7 billion share repurchase program, which began in 2023.

On October 16, 2025, the Board of Directors authorized an additional share repurchase program of up to $ 3.0 billion, to be executed through 2028.

The following table summarizes the share repurchases made through January 31, 2026 under the $ 3.7 billion authorization:

Total number of shares purchased Average price paid per share Amounts paid for shares purchased (in millions)

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Total Share Repurchases during 2024 11,725,563 925 (c)

2025 Repurchases:

Open market repurchases 9,971,620 130.58 1,302

Shares received from the exercise of the Capped Call Options

224,585 69.38 16

Total Share Repurchases during 2025 10,196,205 1,318 (d)

Repurchases made subsequent to December 31, 2025 thru January 31, 2026

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(b) Excludes $ 10 million of excise tax accrued in 2023 which was paid in 2024

(d) Excludes $ 11 million accrued for estimated excise tax for the year ended December 31, 2025

On November 6, 2023, the Company executed Accelerated Share Repurchase agreements to repurchase a total of $ 950 million of NRG's outstanding common stock based on volume-weighted average prices.

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Retirement of Treasury Stock

During the years ended December 31, 2024 and 2023, the Company retired shares of treasury stock as detailed below.

During each of the years ended December 31, 2025, 2024 and 2023, the Company retired shares of treasury stock as detailed below.

These retired shares are now included in NRG's pool of authorized but unissued shares.

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Shares retired during the year ended December 31, 2024 64,225,546 $ 41.07 $ 2,638

Shares retired during the year ended December 31, 2025 7,028,345 $ 68.80 $ 483

Capped Call Options

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls").

The Capped Calls each have a strike price of $ 40.94 per share, subject to certain adjustments, which correspond to the conversion price of the Convertible Senior Notes as of December 31, 2024.

The Capped Calls have a cap price of $ 249.00 per share, subject to certain adjustments, and effectively lock in a conversion premium of $ 257 million on the remaining $ 232 million balance of the Convertible Senior Notes.

The options will expire on June 1, 2025 if not exercised.

The Capped Calls are separate transactions and not part of the terms of the Convertible Senior Notes.

As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders' equity.

The option price of $ 257 million incurred in connection with the Capped Calls, of which $ 253 million was recorded as a reduction to additional paid-in capital and a $ 4 million loss was recorded to other income, net to account for the change in the value of the Capped

Calls during the calculation period which began on May 31, 2024 and concluded on June 28, 2024.

The option price will be payable upon the earlier of settlement and expiration of the applicable Capped Calls.

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties to mitigate the impact of potential dilution of the Convertible Senior Notes.

The Capped Calls had a cap price of $ 249.00 per share, subject to certain adjustments, and effectively locked in a conversion premium of $ 257 million on the remaining $ 232 million balance of the Convertible Senior Notes.

The Capped Calls were separate transactions and not part of the terms of the Convertible Senior Notes.

As these transactions met certain accounting criteria, the Capped Calls were recorded in stockholders' equity.

In the second quarter of 2024, the Company recorded $ 253 million as a reduction to additional paid-in capital and a $ 4 million loss to other income, net to account for the change in the value of the Capped Calls during the calculation period which began on May 31, 2024 and concluded on June 28, 2024.

In the second quarter of 2025, the expiration date of the options was extended from June 1, 2025 to July 8, 2025.

Upon the exercise and settlement of the Capped Calls on July 8, 2025, the Company paid a total amount of $ 292 million, inclusive of the initial conversion premium of $ 257 million.

The Capped Calls had a strike price of $ 40.63 per share, subject to certain adjustments, which corresponded to the conversion price of the Convertible Senior Notes as of the Redemption Date.

The Company received 4,210,920 shares of common stock, of which 3,986,335 were issued to the holders of the Convertible Senior Notes upon conversion, and the remaining 224,585 received were retired by the Company.

Preferred Stock

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Cumulative cash dividends on the Series A Preferred Stock are payable semiannually, in arrears, on each March 15 and September 15, when, as and if declared by the Board of Directors.

In March and September 2024, the Company declared and paid semi-annual dividends of $ 51.25 per share on its outstanding Series A Preferred Stock, each totaling $ 33 million.

In March and September 2024 and 2025, the Company declared and paid semi-annual dividends of $ 51.25 per share on its outstanding Series A Preferred Stock, each totaling $ 33 million.

In September 2023, the Company declared and paid a semi-annual dividend of $ 52.96 per share, totaling $ 34 million.

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Total equity investments in affiliates $ 16

(a) As of December 31, 2024, the carrying value of NRG's equity method investment was $ 39 million lower than the underlying net assets of the investee.

The basis difference is being amortized into net income over the remaining estimated useful lives of the underlying net assets.

For the year ended December 31, 2024, the Company recorded $ 7 million of impairment losses on Gladstone.

(a) For the year ended December 31, 2025, the Company recorded $ 39 million of impairment losses on Gladstone.

Refer to Note 10, Asset Impairments

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Power generated by the facility is primarily sold to an adjacent aluminum smelter, with excess power sold to the Queensland Government-owned utility under long-term supply contracts.

NRG's investment in Gladstone was $ 34 million as of December 31, 2024.

Variable Interest Entities that are Consolidated

The Company has a controlling financial interest that has been identified as a VIE under ASC 810 in NRG Receivables LLC, which has entered into financing transactions related to the Receivables Facility as further described in Note 12, Long-term Debt and Finance Leases.

The Company has a controlling financial interest that has been identified as a VIE under ASC 810 in NRG Receivables, which has entered into financing transactions related to the Receivables Facility as further described in Note 12, Long-term Debt and Finance Leases.

The summarized financial information for the Company's consolidated VIE consisted of the following:

(In millions) December 31, 2025 December 31, 2024

Accounts receivable and Other current assets $ 2,402 $ 1,541

Accounts receivable, net and Other current assets $ 2,779 $ 2,402

Current liabilities 155 155

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However, these instruments are included in the denominator for purposes of computing diluted income/(loss) per share under the treasury stock method for periods when there is net income.

The Convertible Senior Notes are convertible, under certain circumstances, into cash or combination of cash and Company’s common stock.

The Company is including the potential share settlements, if any, in the denominator for purposes of computing diluted income/(loss) per share under the if converted method for periods when there is net income.

The potential shares settlements are calculated as the excess of the Company's conversion obligation over the aggregate principal amount (which will be settled in cash), divided by the average share price for the period.

The Convertible Senior Notes were convertible, under certain circumstances, into cash or combination of cash and Company’s common stock.

The Company was including the potential share settlements, if any, in the denominator for purposes of computing diluted income/(loss) per share under the if converted method for periods when there was net income.

The potential shares settlements were calculated as the excess of the Company's conversion obligation over the aggregate principal amount (which was settled in cash), divided by the average share price for the period.

During the year ended December 31, 2025, the Company included the potential share settlements in the diluted income per share calculation for the period prior to the redemption date of July 8, 2025.

The reconciliation of NRG's basic and diluted income/(loss) per share is shown in the following table:

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Corporate represents the corporate business activities, and corporate shared services, to support the Company’s operating segments.

Beginning in the fourth quarter of 2024, Corporate now includes interest expense related to its consolidated debt financing activities and income tax expense related to its consolidated U.S.

federal, foreign and state income taxes conforming to the way the Company internally manages and monitors the business.

Prior periods amounts have been recast for comparative purposes to reflect this change, which had no impact on the Company’s consolidated financial position, results of operations, and cash flows.

The accounting policies of the segments are the same as those applied in the consolidated financial statements as disclosed in Note 2, Summary of Significant Accounting Policies .

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For the Year Ended December 31, 2025

(In millions) Texas East West/Services/Other Vivint Smart Home Corporate (a)

(In millions) Texas East West/Other Vivint Smart Home Corporate Eliminations

$ 11,139 $ 14,263 $ 3,202 $ 2,144 $ — $ ( 35 ) $ 30,713

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Depreciation and amortization 374 148 32 810 42 — 1,406

Impairment losses 7 — 29 — — — 36

Total operating cost and expenses 10,008 13,557 3,046 2,091 176 ( 35 ) 28,843

(Loss)/gain on sale of assets ( 4 ) 3 209 — — — 208

Loss on sale of assets ( 18 ) — ( 7 ) — — — ( 25 )

Operating income/(loss) 1,113 706 149 53 ( 176 ) — 1,845

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Net income/(loss) $ 1,112 $ 710 $ 120 $ 33 $ ( 1,111 ) $ — $ 864

Balance sheet

Other segment information

Equity investments in affiliates $ — $ — $ 16 $ — $ — $ — $ 16

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For the Year Ended December 31, 2024

(In millions) Texas East West/Services/Other Vivint Smart Home (a)

Corporate (b)

(In millions) Texas East West/Other Vivint Smart Home Corporate Eliminations

$ 10,651 $ 11,709 $ 3,819 $ 1,991 $ — $ ( 40 ) $ 28,130

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Total operating cost and expenses 10,113 9,906 3,946 1,867 122 ( 40 ) 25,914

Gain on sale of assets 1,319 259 — — — — 1,578

(Loss)/Gain on sale of assets ( 4 ) 3 209 — — — 208

Operating income/(loss) 534 1,806 82 124 ( 122 ) — 2,424

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Other income, net — ( 1 ) 6 ( 15 ) 54 — 44

Gain on debt extinguishment — — — — 109 — 109

Loss on debt extinguishment — — — — ( 382 ) — ( 382 )

Interest expense — — — — ( 651 ) — ( 651 )

Income/(loss) before income taxes 534 1,805 101 109 ( 1,101 ) — 1,448

Income tax benefit — — — — ( 11 ) — ( 11 )

Income tax expense — — — — 323 — 323

Net income/(loss) $ 534 $ 1,805 $ 101 $ 109 $ ( 1,424 ) $ — $ 1,125

Balance sheet

Other segment information

Equity investments in affiliates $ — $ — $ 45 $ — $ — $ — $ 45

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Goodwill 643 721 124 3,523 — — 5,011

Total assets (c)

$ 8,236 $ 13,712 $ 3,612 $ 6,619 $ 20,357 $ ( 26,498 ) $ 26,038

(a) Includes results of operations following the acquisition date of March 10, 2023

(b) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

Total assets $ 6,927 $ 8,010 $ 2,073 $ 6,814 $ 15,537 $ ( 15,339 ) $ 24,022

(a) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

$ 22 $ — $ 18 $ — $ — $ — $ 40

For the Year Ended December 31, 2023

(In millions) Texas East West/Services/Other Corporate (a)

Eliminations Total

(In millions) Texas East West/Other Vivint Smart Home (a)

Corporate Eliminations

$ 10,474 $ 12,549 $ 4,241 $ 1,589 $ — $ ( 30 ) $ 28,823

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Total operating cost and expenses 8,701 14,534 5,103 1,540 169 ( 30 ) 30,017

Gain/(loss) on sale of assets 10 — 45 ( 3 ) — 52

Operating income 1,262 318 558 ( 120 ) — 2,018

Equity in (losses)/earnings of unconsolidated affiliates ( 2 ) — 8 — — 6

Gain on sale of assets 1,324 254 — — — — 1,578

Operating income/(loss) 3,097 ( 1,731 ) ( 862 ) 49 ( 169 ) — 384

Equity in earnings of unconsolidated affiliates — — 16 — — — 16

Impairment losses on investments — — ( 102 ) — — — ( 102 )

Other income, net 2 ( 1 ) 1 ( 15 ) 60 — 47

Gain on debt extinguishment — — — — 109 — 109

Interest expense — — — — ( 667 ) — ( 667 )

Income/(loss) before income taxes 3,099 ( 1,732 ) ( 947 ) 34 ( 667 ) — ( 213 )

Income tax expense — — — 442 — 442

Income tax benefit — — — — ( 11 ) — ( 11 )

Net income/(loss) $ 3,099 $ ( 1,732 ) $ ( 947 ) $ 34 $ ( 656 ) $ — $ ( 202 )

(a) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

(a) Includes results of operations following the acquisition date of March 10, 2023

(b) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

$ 5 $ 9 $ 16 $ — $ — $ — $ 30

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Effective income tax rate 23.8 % 22.3 % 5.2 %

On July 4, 2025, the OBBB was enacted into law.

The OBBB includes changes to U.S.

tax law applicable to NRG beginning in 2025.

The impact of the OBBB on the Company’s consolidated financial statements has been reflected in its current and deferred taxes, however, there is no material impact to income tax expense for the year ended December 31, 2025.

The IRA enacted on August 16, 2022, introduced new provisions including a 15% corporate alternative minimum tax and a 1% excise tax on net share repurchases with both taxes effective beginning in fiscal year 2023 for NRG.

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The Company will continue to evaluate the applicable corporation status and the impact of the CAMT based on the proposed guidance.

As of December 31, 2024, NRG as an applicable corporation is subject to the CAMT, and has reflected the impact in its current and deferred taxes.

There is no impact on the Company’s provision for income taxes from the CAMT as of December 31, 2024.

As of December 31, 2025, NRG as an applicable corporation is subject to the CAMT, however, there is no impact on the Company’s provision for income taxes from the CAMT as of December 31, 2025.

The following represented the domestic and foreign components of income/(loss) before income taxes:

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Year Ended December 31,

(In millions, except effective income tax rate) Amount Percent

Tax at federal statutory income tax rate $ 238 21.0 %

State and local income taxes, net of federal effect (a)

Nontaxable and nondeductible items:

Stock compensation ( 41 ) ( 3.6 ) %

Excess executive compensation 29 2.6 %

Other 5 0.4 %

Foreign Reconciling Items:

Other foreign jurisdictions ( 6 ) ( 0.5 ) %

Changes in prior year unrecognized tax benefit ( 1 ) ( 0.1 ) %

Income tax expense $ 270 23.8 %

Effective income tax rate 23.8 %

(a) State taxes in Texas and Pennsylvania make up the majority (greater than 50 percent) of the tax effect in this category

Year Ended December 31,

(In millions, except effective income tax rate) 2024 2023

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Return to provision adjustments ( 1 ) ( 5 )

Carbon capture tax credits — — ( 19 )

Income tax expense/(benefit) $ 323 $ ( 11 )

Effective income tax rate 22.3 % 5.2 %

For the year ended December 31, 2025, NRG's effective income tax rate was higher than the federal statutory tax rate of 21% primarily due to the state tax expense, partially offset by favorable permanent differences.

For the year ended December 31, 2024, NRG's effective income tax rate was higher than the federal statutory tax rate of 21% primarily due to permanent differences and state tax expense partially offset by tax benefits from the revaluation of state deferred tax assets, and decrease of certain state valuation allowances.

For the year ended December 31, 2023, NRG's effective income tax rate was lower than the federal statutory tax rate of 21% primarily due to permanent differences and changes in state valuation allowances.

For the year ended December 31, 2022, NRG's effective income tax rate was higher than the federal statutory tax rate of 21% primarily due to state tax expense partially offset by the recognition of carbon capture tax credits.

The temporary differences, which gave rise to the Company's deferred tax assets and liabilities consisted of the following:

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Difference between book and tax basis of property 101 322

Federal and state tax credit carryforwards 269 317

Federal tax credit carryforwards 288 269

Deferred compensation, accrued vacation and other reserves 170 174

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Goodwill 71 56

Debt discount amortization — 26

Emissions allowances 14 16

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Net deferred tax asset $ 1,828 $ 2,055

The primary drivers for the decrease in the net deferred tax asset from $ 2.2 billion as of December 31, 2023 to $ 2.1 billion as of December 31, 2024 is due to utilization of net operating losses, partially offset by the decrease of certain state valuation allowances.

The primary driver for the decrease in the net deferred tax asset from $ 2.1 billion as of December 31, 2024 to $ 1.8 billion as of December 31, 2025 is due to a decrease in the difference between the book and tax basis of property.

Deferred tax assets and valuation allowance

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Taxes Receivable and Payable

As of December 31, 2024, NRG recorded a current federal payable of $ 1 million, a current net state receivable of $ 1 million and a current net foreign receivable of $ 8 million.

As of December 31, 2025, NRG recorded a current federal receivable of $ 13 million, a current net state receivable of $ 12 million and a current net foreign payable of $ 5 million.

Uncertain tax benefits

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The Company recognizes interest and penalties related to uncertain tax benefits in income tax expense.

The Company recognized $ 2 million of interest expense for the year ended December 31, 2024, and $ 1 million for the years ended December 31, 2023 and 2022.

The Company recognized $ 1 million of interest expense for the year ended December 31, 2025, $ 2 million for the year ended December 31, 2024, and $ 1 million for the year ended December 31, 2023.

As of December 31, 2025 and 2024, NRG had cumulative interest and penalties related to these uncertain tax benefits of $ 6 million and $ 5 million, respectively.

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Increase due to current year positions 2 12

Increase due to acquired balance from Vivint Smart Home — 23

Settlements, payments and statute closure ( 6 ) ( 28 )

Uncertain tax benefits as of December 31 $ 53 $ 57

Income Taxes Paid

The following table summarizes income taxes paid, net of refunds:

Year Ended December 31,

(In millions) 2025

state and local:

Pennsylvania 7

Year Ended December 31,

(In millions) 2024 2023

Income taxes paid, net of refunds $ 182 $ 48

Note 20 — Stock-Based Compensation

The Company's stock-based compensation consists of awards granted under the NRG LTIP and following the Acquisition in March 2023, the Vivint LTIP.

The Company's stock-based compensation consists of awards granted under the NRG LTIP and following the acquisition of Vivint Smart Home in March 2023, the Vivint LTIP.

NRG Energy, Inc.

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As of December 31, 2025, the outstanding awards under the NRG LTIP include restricted stock units, deferred stock units and relative performance stock units.

NRG Energy, Inc.

2020 Omnibus Incentive Plan (Legacy Vivint)

Effective March 10, 2023, in connection with the Vivint Smart Home Acquisition, as discussed in Note 4, Acquisitions and Dispositions, NRG assumed the NRG Energy, Inc.

2020 Omnibus Incentive Plan (Legacy Vivint) (formerly known as Vivint Smart Home, Inc.

Long-Term Incentive Plan) or Vivint LTIP.

In addition to the rollover awards converted as part of the acquisition, the Vivint LTIP provides for issuances of time-based restricted stock units and performance-based restricted stock units.

As of December 31, 2025 and 2024, 17,500,000 shares of NRG common stock were authorized for issuance under the Vivint LTIP.

There were 12,893,481 and 12,557,143 shares of common stock remaining available for grants under the Vivint LTIP as of December 31, 2025 and 2024, respectively.

Restricted Stock Units

As of December 31, 2024, RSUs granted under the NRG LTIP typically have three -year graded vesting schedules beginning on the grant date.

As of December 31, 2025, RSUs granted under the NRG LTIP and Vivint LTIP typically have three -year graded vesting schedules beginning on the grant date.

Fair value of the RSUs granted during 2025 and 2024 is derived from the closing price of NRG common stock on the grant date.

RSUs under the Vivint LTIP also include RSUs which were granted prior to the acquisition of Vivint Smart Home and were converted into awards that vest as NRG common stock ("Rollover RSUs").

These awards typically had four-year graded vesting schedules beginning on the grant date.

The fair value of the Rollover RSUs is based on the fair value of NRG common stock on the acquisition date of March 10, 2023, after applying the conversion ratio as per the merger agreement.

The following table summarizes the Company's non-vested RSU awards and changes during the year:

Units Weighted Average Grant Date Fair Value per Unit

Rollover RSUs RSUs, excluding Rollover RSUs

Units Weighted Average Grant Date Fair Value per Unit Units Weighted Average Grant Date Fair Value per Unit

Non-vested at December 31, 2024 1,349,743 $ 31.63 2,228,743 $ 45.19

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The aggregate intrinsic values for DSUs outstanding as of December 31, 2025, 2024 and 2023 were approximately $ 62 million, $ 34 million and $ 23 million, respectively.

The aggregate intrinsic values for DSUs converted to common stock for the years ended December 31, 2024, 2023 and 2022 were $ 10 million, $ 3 million and $ 1 million, respectively.

The aggregate intrinsic values for DSUs converted to common stock for the years ended December 31, 2025, 2024 and 2023 were immaterial , $ 10 million and $ 3 million, respectively.

The weighted average grant date fair value of DSUs granted during the years ended December 31, 2025, 2024 and 2023 was $ 155.90 , $ 76.31 and $ 34.40 , respectively.

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RPSUs entitle the recipient to stock upon vesting.

The amount of the award is subject to the Company's achievement of certain performance measures over the vesting period.

RPSUs are restricted grants where the quantity of shares increases and decreases alongside the Company's Total Shareholder Return ("TSR"), relative to the TSR of the Company's current proxy peer group and the total returns of select indexes, or Peer Group.

The peer group consists of the companies that comprise the Standard & Poor’s 500 Index on the first day of the performance period.

The quantity of shares awarded is subject to the Company's achievement of certain performance measures over the vesting period.

RPSUs are restricted grants where the quantity of shares increases and decreases alongside the Company's Total Shareholder Return ("TSR"), relative to the TSR of the Company's peer group, which consists of the companies that comprise the Standard & Poor’s 500 Index on the first day of the performance period.

Each RPSU represents the potential to receive NRG common stock after the completion of the performance period, typically three years of service from the date of grant.

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and (iv) 200 % if ranked at the 75th percentile or above.

The legacy structure of the program included a total value cap of 600 %, which limited the payout to no more than 600 % of the stock price on the date of grant (“Total Value Cap”).

Due to a significant increase in the Company’s stock price over the performance period of outstanding awards starting with the RPSU awards granted in 2023, future payouts of certain outstanding awards are expected to exceed the Total Value Cap.

In that event, additional stock price appreciated and TSR outperformance would not result in any further increases in payout above the cap for those award cycles, creating potential significant misalignment between the incentive value of the awards and value creation for shareholders.

As a result, NRG’s Board of Directors, in October 2025, approved an amendment to remove the Total Value Cap for all outstanding RPSU awards held by active employees.

The amendment was accounted for as a Type I (probable-to-probable) modification under ASC 718.

RPSU awards encompassing a total of 635,780 shares were amended.

As a result of the amendment, the weighted-average fair value of the amended awards increased from $ 232.49 per award to $ 332.05 per award, resulting in incremental compensation cost of $ 63 million, of which $ 38 million was recorded during the year ended December 31, 2025, with the remainder to be recognized over the remaining performance period of the amended awards.

The following table summarizes the Company's non-vested RPSU awards and changes during the year:

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The expected volatility is calculated based on NRG's historical stock price volatility data over the period commensurate with the expected term of the RPSU, which equals the vesting period.

NRG Energy, Inc.

2020 Omnibus Incentive Plan (Legacy Vivint)

Effective March 10, 2023, in connection with the Vivint Smart Home Acquisition, as discussed in Note 4, Acquisitions and Dispositions, NRG assumed the NRG Energy, Inc.

2020 Omnibus Incentive Plan (Legacy Vivint) (formerly known as Vivint Smart Home, Inc.

Long-Term Incentive Plan) or Vivint LTIP.

In addition to the rollover awards converted as part of the Acquisition, the Vivint LTIP provides for issuances of time-based restricted stock units and performance-based restricted stock units.

As of December 31, 2024 and 2023, 17,500,000 shares of NRG common stock were authorized for issuance under the Vivint LTIP.

There were 12,557,143 and 12,749,736 shares of common stock remaining available for grants under the Vivint LTIP as of December 31, 2024 and 2023, respectively.

Restricted Stock Units

As of December 31, 2024, RSUs under the Vivint LTIP include RSUs which were granted prior to the Acquisition and were converted into awards that vest as NRG common stock ("Rollover RSUs").

These awards typically had four-year graded vesting schedules beginning on the grant date.

The fair value of the Rollover RSUs is based on the fair value of NRG common stock on the Acquisition date after applying the conversion ratio as per the Merger Agreement.

The RSUs that were granted following the Acquisition date are typically subject to the same terms as the RSUs under the NRG LTIP.

The following table summarizes the non-vested RSUs under the Vivint LTIP and changes during the year:

Rollover RSUs RSUs granted following the Acquisition

Units Weighted Average Grant Date Fair Value per Unit Units Weighted Average Grant Date Fair Value per Unit

Non-vested at December 31, 2023 2,984,901 $ 31.63 780,298 $ 35.24

Granted following the Acquisition date — — 800,032 56.02

Forfeited ( 194,314 ) 31.63 ( 82,973 ) 41.38

Vested ( 1,440,844 ) 31.63 ( 318,774 ) 39.52

Non-vested at December 31, 2024 1,349,743 31.63 1,178,583 47.19

The total fair value of RSUs vested during the years ended December 31, 2024 and 2023 was $ 159 million and $ 66 million, respectively.

The weighted average grant date fair value of RSUs granted during the years ended December 31, 2024 and 2023 was $ 56.02 and $ 35.24 , respectively.

Relative Performance Stock Units

As of December 31, 2024 and 2023, RPSUs granted under the Vivint LTIP are generally granted under the same terms as the RPSUs granted under the NRG LTIP, and are valued using the same methods and assumptions.

The following table summarizes the Company's non-vested RPSUs under the Vivint LTIP and changes during the year:

Units Weighted Average Grant Date Fair Value per Unit

Non-vested at December 31, 2023 102,837 $ 44.96

Granted 71,568 66.44

Forfeited — —

Non-vested at December 31, 2024 174,405 53.63

There were no RPSUs vested during the year ended December 31, 2024 and 2023.

The weighted average grant date fair value of RPSUs granted during the years ended December 31, 2024 and 2023 was $ 66.44 and $ 44.96 , respectively.

Supplemental Information

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Award 2025 2024 2023 2025 2025

RSUs under NRG LTIP $ 29 $ 20 $ 15 $ 17 1.52

RSUs under Vivint LTIP 56 76 — 48 1.32

RSUs $ 74 $ 85 $ 96 $ 58 1.10

DSUs 2 3 2 — 0.00

RPSUs under NRG LTIP 11 3 11 15 1.17

RPSUs under Vivint LTIP 3 2 — 5 1.55

RPSUs 58 14 5 43 0.93

60 43 20 37 0.67

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(a) The year 2026 does not include an additional $ 1.4 billion of short-term commitments

Increase from 2023 is primarily due to NPNS election for certain existing derivative contracts.

For further discussion, see Note 6, Accounting for Derivative Instruments and Hedging Activities

The Company's actual costs may be significantly higher than these estimated minimum unconditional long-term firm commitments with remaining term in excess of one year.

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To the extent that the underlying hedge positions for a counterparty are out-of-the-money to NRG, the counterparty would have a claim under the first lien program.

As of December 31, 2024, all hedges under the first liens were in-the-money on a counterparty aggregate basis.

As of December 31, 2025, counterparties’ net exposure to NRG of approximately $ 5 million on out-of-the-money hedges was secured by the first lien structure.

Contingencies

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NRG records accruals for estimated losses from contingencies when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated.

As applicable, the Company has established an adequate accrual for the applicable legal matters, including regulatory and environmental matters as further discussed in Note 23, Regulatory Matters , and Note 24, Environmental Matters .

As applicable, the Company believes it has established an adequate accrual for the applicable legal matters, including regulatory and environmental matters as further discussed in Note 23, Regulatory Matters , and Note 24, Environmental Matters .

In addition, legal costs are expensed as incurred.

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In June 2019, the IPCB found in an interim order that Midwest Generation violated the law because it had improperly handled coal ash at four facilities in Illinois and caused or allowed coal ash constituents to impact groundwater.

On September 9, 2019, Midwest Generation filed a Motion to Reconsider numerous issues, which the court

granted in part and denied in part on February 6, 2020.

On September 9, 2019, Midwest Generation filed a Motion to Reconsider numerous issues, which the court granted in part and denied in part on February 6, 2020.

In 2023, the IPCB held hearings regarding the appropriate relief.

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Consumer Lawsuits

Similar to other energy service companies ("ESCOs") operating in the industry, from time-to-time, the Company and/or its subsidiaries may be subject to consumer lawsuits in various jurisdictions where they sell natural gas and electricity.

Similar to other energy service companies (“ESCOs”) and smart home companies operating in the industry, from time-to-time, the Company and/or its subsidiaries may be subject to consumer lawsuits in various jurisdictions where they sell natural gas, electricity or smart home solutions.

Variable Price Case

XOOM Energy (E.D.N.Y.

2019) — XOOM Energy is a defendant in a putative class action lawsuit pending in New York, alleging that XOOM Energy promised that consumers would pay the same or less than they would have paid if they stayed with their default utility or previous energy supplier.

2019) — XOOM Energy is a defendant in a putative class action lawsuit pending in New York, alleging that XOOM Energy breached its contractual duty to set customer variable rates based on actual and estimated supply costs.

The Court denied XOOM's motion for summary judgment and granted class certification.

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As a result, Mirkin has no method to establish damages for its class.

The Court asked for further briefing on whether class certification can stand in light of the recent ruling.

The Court is considering whether class certification is still appropriate.

Recently, this matter was moved to a new judge for further handling.

A trial setting has not yet been scheduled.

This matter was known and accrued for at the time of the XOOM acquisition.

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The Court denied Direct Energy's motion stating the Court does not have the benefit of all of the facts that were in front of the Burk court to issue a similar ruling.

On April 12, 2023, the Court granted Direct Energy’s Motion to Transfer Venue, moving to the case to the Southern District of Texas.

The parties are proceeding with written discovery;

On April 12, 2023, the Court granted Direct Energy’s Motion to Transfer Venue, moving the case to the Southern District of Texas.

The parties have settled with the plaintiff on an individual basis and the plaintiff has dismissed the matter;

and (2) Matthew Dickson v.

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On March 25, 2022, the Court granted summary judgment in favor of Direct Energy and dismissed the case.

Dickson appealed.

The Sixth Circuit found that Dickson has standing and reversed the trial court's dismissal of the case.

The matter is back at the trial court.

Dickson appealed and the case was sent back to the trial court.

The parties conducted fact and expert discovery and Direct Energy submitted its motion for summary judgment in August 2024.

On December 16, 2025, the Court granted summary judgment in favor of Direct Energy.

The Court subsequently entered default judgments against the remaining two defendants.

Dickson’s deadline to appeal is March 4, 2026.

Sales Practice Lawsuit

A Vivint Smart Home competitor has made a claim against Vivint Smart Home alleging, among other things, that Vivint Smart Home's sales representatives used deceptive sales practices.

A Vivint Smart Home competitor made a claim against Vivint Smart Home alleging, among other things, that Vivint Smart Home's sales representatives used deceptive sales practices.

This matter was known and accrued for at the time of the Vivint Smart Home acquisition.

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2020) was filed in 2020, went to trial, and in February 2023, the jury issued a verdict against Vivint Smart Home, in favor of CPI for $ 50 million of compensatory damages and an additional $ 140 million of punitive damages.

Vivint Smart Home has fully briefed the appeal and oral argument was conducted on January 28, 2025.

While Vivint Smart Home believes the CPI jury verdict is not legally or factually supported and awaits the issuance of the appellate court’s opinion, there can be no assurance that such defense efforts will be successful.

This matter was adequately accrued for as of December 31, 2024.

Vivint Smart Home appealed.

The Fourth Circuit Court of Appeals issued its opinion on July 22, 2025, upholding the trial court’s judgment.

Following the decision, the Company increased the accrual for this matter to the amount of the judgment plus accrued interest.

On September 5, 2025, the Company paid the $ 190 million judgment, plus $ 34 million of accrued interest, for a total payment of $ 224 million.

Patent Infringement Lawsuit

SB IP Holdings LLC (“Skybell”) v.

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International Trade Commission in November 2021.

The Company does not believe the verdict is legally supported and is pursuing appellate remedies along with any other legal options available.

At the time of the Vivint Smart Home acquisition, this matter was known and accrued for at the amount that was determined to be probable and reasonably estimable.

Contract Dispute

STP — In July 2023, the partners in STP, CPS and Austin Energy, initiated a lawsuit and filed to intervene in the license transfer application with the NRC, claiming a right of first refusal exists in relation to the proposed sale of NRG South Texas' 44% interest in STP to Constellation.

The parties entered into a settlement agreement in May 2024, and the litigation was dismissed.

There was no incremental impact to NRG as a result of the settlement.

The Company did not believe the verdict was legally supported and pursued appellate remedies.

During the second quarter of 2025, the parties entered into a settlement agreement and dismissed the matter and pending appeals.

Winter Storm Uri Lawsuits

The Company has been named in certain property damage and wrongful death claims that have been filed in connection with Winter Storm Uri in its capacity as a generator and a REP.

The Company has been named in certain property damage and wrongful death claims that have been filed in connection with Winter Storm Uri in its capacity as a generator and a retail electric provider.

Most of the lawsuits related to Winter Storm Uri are consolidated into a single multi-district litigation matter in Harris County District Court.

NRG's REPs have since been dismissed from the multi-district litigation.

NRG's retail electric providers have since been dismissed from the multi-district litigation.

As a power generator, the Company is named in various cases with claims ranging from:

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The plaintiffs challenged the ruling and the matters are stayed pending appeals by the various parties.

The generators have filed their responses to the plaintiffs’ appeal.

The plaintiffs’ reply briefing is due in February 2026.

The Company intends to vigorously defend these matters.

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In management's opinion, the disposition of these ordinary course matters will not materially adversely affect NRG's consolidated financial position, results of operations, or cash flows.

California Station Power — As the result of unfavorable final and non-appealable litigation, the Company accrued a liability associated with consumption of station power at the Company's Encina power plant facility in California after August 30, 2010.

The Company has established an appropriate accrual pending potential regulatory action by San Diego Gas & Electric regarding the Company's Encina facility.

Federal Trade Commission Investigation — In 2019, Vivint Smart Home received a civil investigative demand from the staff of the Federal Trade Commission (“FTC”) concerning potential violations of the Fair Credit Reporting Act and the “Red Flags Rule” thereunder, and the FTC Act.

FTC Investigation — In 2019, Vivint Smart Home received a civil investigative demand from the staff of the FTC concerning potential violations of the Fair Credit Reporting Act and the “Red Flags Rule” thereunder, and the FTC Act.

In April 2021, Vivint Smart Home entered into a settlement with the FTC that resolved this investigation.

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Under the terms of the Stipulated Order, Vivint Smart Home is required to undertake biennial assessments by an independent third-party assessor (the "Assessor"), which reviews Vivint Smart Home’s compliance program and provides a report on Vivint Smart Home’s ongoing compliance with the Stipulated Order.

Since its inception until December 31, 2023, Vivint Smart Home has completed its initial assessment and its first biennial assessment as required by the Stipulated Order.

In addition, Vivint Smart Home has voluntarily undertaken nine quarterly audits by the appointed Assessor.

In all the assessments, Vivint Smart Home received a report from the Assessor with no findings of non-compliance of any kind.

New York State Public Service Commission ("NYSPSC") - Notice of Apparent Violation — The NYSPSC issued an order referred to as the Retail Reset Order in December 2019 that limited ESCO's offers for electric and natural gas to three compliant products:

Since its inception through November 2025, Vivint Smart Home has completed its initial assessment and its first and second biennial assessments as required by the Stipulated Order.

In addition, Vivint Smart Home has voluntarily completed eleven quarterly assessments, for a total of fourteen assessments overall.

Across all assessments, the Assessor reported no material findings of non-compliance and concluded that Vivint Smart Home’s Compliance Program remains substantially effective and comprehensive.

NYSPSC – Order to Show Cause — The NYSPSC issued an order referred to as the Retail Reset Order in December 2019 that limited the offers of ESCOs for electric and natural gas to three compliant products:

guaranteed savings from the utility default rate, a fixed rate commodity product that is priced at no more than 5% greater than the trailing 12-month average utility supply rate or New York-sourced renewable energy that is at least 50% greater than the prevailing New York Renewable Energy Standard for load serving entities.

The order effectively limited ESCO offers to natural gas customers to only the guaranteed savings and capped fixed term compliant products because no equivalent renewable energy product exists for natural gas.

Subsequently, the NYSPSC issued an order referred to as the Clarification Order on September 18, 2020 stating the Retail Reset Order applies only to prospective customer contracts.

NRG took action to comply with the order when it became effective April 16, 2021.

On January 8, 2024, the NYSPSC notified eight of NRG's retail energy suppliers (serving both electricity and natural gas) of alleged non-compliance with New York regulatory requirements.

Among other items, the notices allege that the NRG suppliers did not transition existing residential customers to one of the three compliant products authorized by the NYSPSC following the effective date of the order.

NRG responded to the notices in February 2024.

The Company believes it has complied with the Retail Reset Order and does not agree with the NYSPSC's assertions made in the notice.

The outcome of this process has the potential to negatively impact the retail business in New York.

NRG responded to the notices in February 2024 and on September 23, 2025, the NYSPSC issued a follow-up order further alleging separately that the NRG retail supplier responsible for selling natural gas to commercial and industrial customers had been improperly serving residential customers.

The follow-up order directed NRG to show cause why consequences, ranging from sales monitoring, fines, refunds, debarment and/or eligibility revocation, should not be imposed for failure to comply with the Retail Reset Order and other Commission directives.

The Company believes it has complied with the law and applicable orders and does not agree with the NYSPSC's assertions.

Note 24 — Environmental Matters

NRG is subject to a wide range of environmental laws in the development, construction, ownership and operation of power plants.

NRG is subject to numerous environmental laws in the development, construction, ownership and operation of power plants.

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

The electric generation industry has been facing increasingly stringent

requirements regarding air quality, GHG emissions, combustion byproducts, water use and discharge, and threatened and endangered species including four rules promulgated during the second quarter of 2024.

In general, future laws are expected to require the addition of emissions controls or other environmental controls or to impose additional restrictions on the operations of the Company's facilities, which could have a material effect on the Company's consolidated financial position, results of operations, or cash flows.

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 on the operations of the Company's facilities, which could have a material effect on the Company's consolidated financial position, results of operations, or cash flows.

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.

The Company has elected to use a $ 1 million disclosure threshold, as permitted, for environmental proceedings to which the government is a party.

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In 2019, the EPA promulgated the ACE rule, which rescinded the CPP, which had sought to broadly regulate CO 2 emissions from the power sector.

The ACE rule required states that have coal-fired EGUs to develop plans to seek heat rate improvements from coal-fired EGUs.

On January 19, 2021, the D.C.

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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 CO 2 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.

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 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 only specific portions.

The Company believes that the EPA may amend such regulations in the next few months.

CSAPR — On March 15, 2023, the EPA signed and released a prepublication version of a 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 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 — 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.

If finalized as proposed, it 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.

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.

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.

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 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.

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.

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 September 18, 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:

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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 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.

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 new administration evaluates the rule.

The Company anticipates that the new U.S.

presidential administration will revisit this rule.

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.

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Circuit found, among other things, that the EPA had not adequately regulated unlined ponds and legacy surface impoundments.

On August 28, 2020, the EPA finalized "A Holistic Approach to Close Part A:

On August 28, 2020, the EPA finalized "A Holistic Approach to Closure Part A:

Deadline to Initiate Closure," which amended the April 2015 Rule to address the August 2018 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.

Note 25 — Cash Flow Information

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Interest paid, net of amount capitalized $ 572 $ 626 $ 548

Income taxes paid, net of refunds 182 48 66

Non-cash investing and financing activities:

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Incorporated herein by reference to Exhibit 2.9 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

3.1 Amended and Restated Certificate of Incorporation.

Incorporated herein by reference to Exhibit 3.1 to the Registrant's quarterly report on Form 10-Q filed on May 3, 2012.

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Incorporated herein by reference to Exhibit 3.1 to the Registrant's current report on Form 8-K filed on December 14, 2012.

2.10 Purchase and Sale Agreement, dated May 12, 2025, by and among NRG Energy, Inc., the Buyer Entities (as defined therein), Lightning Power Holdings, LLC, Thunder Generation, LLC, CCS Power Holdings, LLC, and Linebacker Power Development Funding, LLC**

Incorporated herein by reference to Exhibit 2.1 to the Registrant's current report on Form 8-K filed on May 16, 2025.

3.1 Amended and Restated Certificate of Incorporation, dated May 1, 2025

Incorporated herein by reference to Exhibit 3.1 to the Registrant's current report on Form 8-K filed on May 12, 2025.

3.2 Sixth Amended and Restated By-Laws.

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Incorporated herein by reference to Exhibit 4.3 to the Registrant's quarterly report on Form 10-Q filed on August 4, 2006.

4.2 Indenture, dated May 24, 2018, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 2.750% Convertible Senior Notes due 2048.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on May 25, 2018.

4.3 Supplemental Indenture (Settlement Elections - 2.750% Convertible Senior Notes due 2048) dated February 22, 2022, among NRG Energy, Inc., each of its guarantor subsidiaries, and Delaware Trust Company as trustee.

Incorporated herein by reference to Exhibit 4.52 to the Registrant's annual report on Form 10-K filed on February 24, 2022.

4.2 Base Indenture, dated May 23, 2016, between NRG Energy, Inc.

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4.5 Base Indenture, dated December 2, 2020, between NRG Energy, Inc.

and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes.

and Deutsche Bank Trust Company Americas, as trustee.

Incorporated herein by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

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4.8 Base Indenture, dated October 30, 2024, between NRG Energy, Inc.

and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Notes.

and Deutsche Bank Trust Company Americas, as trustee.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on November 1, 2024.

4.11 Supplemental Indenture, dated October 30, 2024, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form 5.75% Senior Note due 2029, Form of 6.00% Senior Notes due 2033 and Form of 6.25% Senior Notes due 2034.

4.9 Supplemental Indenture, dated October 30, 2024, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form 5.75% Senior Notes due 2029, Form of 6.00% Senior Notes due 2033 and Form of 6.25% Senior Notes due 2034.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on November 1, 2024.

4.10 Base Indenture, dated October 8, 2025, between NRG Energy, Inc.

and Deutsche Bank Trust Company Americas, as trustee.

Incorporated herein by reference to Exhibit 4.5 to the Registrant's current report on Form 8-K filed on October 8, 2025.

4.11 Supplemental Indenture, dated October 8, 2025, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 5.750% Senior Notes due 2034 and Form of 6.000% Senior Notes due 2036.

Incorporated herein by reference to Exhibit 4.6 to the Registrant's current report on Form 8-K filed on October 8, 2025.

4.12 Base Indenture, dated May 28, 2019, between NRG Energy, Inc.

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Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 30, 2019.

4.13 Supplemental Indenture, dated May 28, 2019, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form 3.750% Senior Secured First Lien Notes due 2024 and Form of 4.450% Senior Secured First Lien Notes due 2029

4.13 Supplemental Indenture, dated May 28, 2019, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 3.750% Senior Secured First Lien Notes due 2024 and Form of 4.450% Senior Secured First Lien Notes due 2029

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May 30, 2019.

4.14 Base Indenture, dated December 2, 2020, between NRG Energy, Inc.

and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Un s ecured Notes.

and Deutsche Bank Trust Company Americas, as trustee.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

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Incorporated herein by reference to Exhibit 4.4 to the Registrant's current report on Form 8-K filed on August 29, 2023.

4.18 Supplemental Indenture, dated August 29, 2023, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form 7.467% Senior Secured First Lien Notes due 2028.

Incorporated herein by reference to Exhibit 4.5 to the Registrant's current report on Form 8-K filed on August 29, 2023.

4.19 Base Indenture, dated October 8, 2025, between NRG Energy, Inc.

and Deutsche Bank Trust Company Americas, as trustee.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on October 8, 2025.

4.20 Supplemental Indenture, dated October 8, 2025, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 4.734% Senior Secured First Lien Notes due 2030 and Form 5.407% Senior Secured First Lien Notes due 2035.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on October 8, 2025.

4.21 Indenture, dated August 16, 2024, by and among Lighting Power, LLC, each of the subsidiary guarantors from time to time party thereto and U.S.

Bank Trust Company, National Association, in its capacities as trustee and collateral trustee, containing Form of 7.250% Senior Secured Notes due 2032.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on

January 30, 2026.

4.22 Registration Rights Agreement, dated January 30, 2026, by and among NRG Energy, Inc., Lighting Power Holdings, LLC, Thunder Generation, LLC and CCS Power Holdings, LLC.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on January 30, 2026.

4.23 Description of NRG Energy, Inc.

securities registered pursuant to section 12 of the Securities Exchange Act of 1934

Incorporated herein by reference to Exhibit 4.15 to the Registrant's Annual Report on Form 10-K, filed on February 27, 2020.

Filed herewith

9.1 Amended and Restated Voting Trust Agreement, dated January 30, 2026, by and among Lightning Power Holdings, LLC, Thunder Generation, LLC, CCS Power Holdings, LLC, and Wilmington Savings Fund Society, FSB

Filed herewith

10.1* The NRG Energy, Inc.

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10.3* Form of NRG Energy, Inc.

Long-Term Incentive Plan Deferred Stock Unit Agreement for Directors.

Incorporated herein by reference to Exhibit 10.15 to the Registrant's annual report on Form 10-K filed on March 30, 2005.

10.4* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Officers.

Incorporated herein by reference to Exhibit 10.73 to the Registrant's annual report on Form 10-K filed on March 1, 2018.

Long-Term Incentive Plan Restricted Stock Unit Agreement.

Filed herewith

10.4* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Senior Vice Presidents.

Long-Term Incentive Plan Deferred Stock Unit Agreement for Directors.

Incorporated herein by reference to Exhibit 10.15 to the Registrant's annual report on Form 10-K filed on March 30, 2005.

10.5* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Executive Vice Presidents

Incorporated herein by reference to Exhibit 10.22 to the Registrant's annual report on Form 10-K filed on February 24, 2022.

10.7* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Senior Vice Presidents.

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10.6* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Senior Vice Presidents.

Incorporated herein by reference to Exhibit 10.23 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Senior and Executive Vice Presidents.

Filed herewith

10.7* Restricted Stock Unit Agreement, dated December 15, 2023, between NRG Energy, Inc.

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and Lawrence S.

Filed herewith

Incorporated herein by reference to Exhibit 10.10 to the Registrant's annual report on Form 10-K filed on February 26, 2025.

10.9* Form of NRG Energy, Inc.

Long-Term Incentive Plan Restricted Stock Unit Agreement for Chief Executive Officer

Incorporated herein by reference to Exhibit 10.11 to the Registrant's annual report on Form 10-K filed on February 26, 2025.

10.10* Form of NRG Energy, Inc.

Long-Term Incentive Plan Restricted Stock Unit Agreement for Chief Executive Officer

Filed herewith

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Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Chief Executive Officer

Incorporated herein by reference to Exhibit 10.12 to the Registrant's annual report on Form 10-K filed on February 26, 2025.

10.12* Form of NRG Energy, Inc.

Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Chief Executive Officer

Filed herewith

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2020 Omnibus Incentive Plan (Legacy Vivint)

Filed herewith.

10.16* Form of NRG Inc.

, 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.2 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

Incorporated herein by reference to Exhibit 10.15 to the Registrant's annual report on Form 10-K filed on February 26, 2025.

10.16* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Restricted Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.18* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

10.17* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Restricted Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.30 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.18* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Restricted Stock Unit Agreement and Notice of Grant

Filed herewith

10.19* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Restricted Stock Unit Agreement and Notice of Grant

Filed herewith

10.20* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.2 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.21* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.29 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.22* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

Filed herewith

10.23* Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

Filed herewith

10.24* Amendment to Relative Performance Stock Unit Agreements, dated October 16, 2025

Filed herewith

10.25* Second Amended and Restated Annual Incentive Plan for Designated Corporate Officers.

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10.27* Amended and Restated Employee Stock Purchase Plan

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on May 2, 2023.

10.23* Retention letter, dated December 6, 2022, between Vivint Smart Home, Inc.

and Rasesh Patel.

Incorporated herein by reference to Exhibit 10.45 to Vivint Smart Home, Inc.'s Annual Report on Form 10-K for the annual period ended December 31, 2022.

10.24* Amended and Restated Employment Agreement, dated June 20, 2022, between Vivint Smart Home, Inc.

and Rasesh Patel

Incorporated by reference to Exhibit 10.5 to Vivint Smart Home, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022

Incorporated herein by reference to Exhibit 10.4 to the Registrant's current report on Form 8-K filed on August 6, 2025.

10.28* Employment Agreement, dated August 1, 2024 by and between NRG Energy, Inc.

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Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on August 1, 2024.

10.26 Second Amended and Restated Credit Agreement, dated as of July 9, 2021, among APX Group Holdings, Inc., as Holdings, APX Group, Inc., as the borrower, the guarantors party hereto from time to time, Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer.

Incorporated herein by reference to Exhibit 10.2 to Vivint Smart Home, Inc.'s Current Report on Form 8-K filed on July 12, 2021.

10.27 Amendment No.1 to the Second Amended and Restated Credit Agreement, dated as of June 9, 2023, by and between AXP Group, Inc.

as borrower and the Bank of America, N.A., as administrative agent.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2023.

10.29 Fifteen Amendment to Second Amended and Restated Credit Agreement, dated July 22, 2025, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders** .

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on July 25, 2025.

10.30 Amendment No.

2 to the Second Amended and Restated Credit Agreement, dated as of April 10, 2024, by and between, among others, APX Group, Inc., as borrower, Bank of America, N.A., as administrative agent and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on May 7, 2024.

10.29 Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of February 14, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee, and included as Exhibit A-2 thereto a clean conformed copy of the Second Amended and Restated Credit Agreement

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on February 15, 2023.

10.30 Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of March 13, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.31 Eighth Amendment to Second Amended and Restated Credit Agreement, dated as of April 16, 2024, by and among NRG Energy, Inc., its subsidiaries party thereto, Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on April 17, 2024.

10.32 Ninth Amendment to Second Amended and Restated Credit Agreement, dated as of April 22, 2024, by and among NRG Energy, Inc., its subsidiaries party thereto, the consenting revolving lender party thereto, and Citicorp North America, Inc., as administrative agent and collateral agent .

Incorporated herein by reference to Exhibit 10.2 to the Registrant's quarterly report on Form 10-Q filed on May 7, 2024.

10.33 Tenth Amendment to Second Amended and Restated Credit Agreement, dated as of October 30, 2024, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on November 1, 2024.

10.34 Eleventh Amendment to Second Amended and Restated Credit Agreement, dated as of October 30, 2024, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed on November 1, 2024.

10.35 Thirteen Amendment to Second Amended and Restated Credit Agreement, dated as of December 20, 2024, by and among NRG Energy, Inc., AXP Group and Citicorp North America, Inc., as administrative agent.

Filed herewith.

1 to Credit Agreement, dated February 18, 2025, by and among Lightning Power, LLC, the subsidiary guarantors party thereto, each of the lenders party thereto and Morgan Stanley Senior Funding, Inc.

as administrative agent, collateral agent and replacement lender, and included as Exhibit A thereto a clean, conformed copy of Lightning Credit Agreement.**

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on January 30, 2026.

10.31 Receivables Sale Agreement, dated as of September 22, 2020, among the Originators from time to time parties thereto, NRG Retail LLC, as Servicer, and NRG Receivables LLC.

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10.32 Amendment No.

3 to Receivables Loan and Servicing Agreement, dated as of June 22, 2023, among NRG Retail LLC, as Servicer, NRG Receivables LLC, as Borrower, NRG Energy, Inc., as Performance Guarantor, the Conduit Lenders, Committed Lenders, Facility Agents and LC Issuers party thereto, and Royal Bank of Canada, as administrative Agent, and included as Exhibit A-2 thereto a clean, conformed copy of the Receivables Loan and Servicing Agreement.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on June 27, 2023.

10.38 Amendment No.

4 to Receivables Loan and Servicing Agreement, dated as of June 21, 2024, among NRG Retail LLC, as Servicer, NRG Receivables LLC, as Borrower, NRG Energy, Inc., as Performance Guarantor, the Conduit Lenders, Committed Lenders, Facility Agents and LC Issuers party thereto, and Royal Bank of Canada, as administrative Agent, and included as Exhibit A-2 thereto a clean, conformed copy of the Receivables Loan and Servicing Agreement.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on June 24, 2024.

5 to Receivables Loan and Servicing Agreement, dated as of June 20, 2025, by and among NRG Retail LLC, as Servicer, NRG Receivables LLC, as Borrower, NRG Energy, Inc., as Performance Guarantor, the Conduit Lenders, Committed Lenders, Facility Agents and LC Issuers party thereto, and Royal Bank of Canada, as administrative Agent, and attached thereto a clean, conformed copy of the Receivables Loan and Servicing Agreement.

Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on August 6, 2025.

10.33 Equity Contribution Agreement and Guaranty, dated September 26, 2025, among NRG Energy, Inc., Cedar Bayou 5 Holdings LLC, NRG Cedar Bayou 5 LLC, Public Utility Commissioner of Texas, and Wilmington Trust, National Association, as administrative agent and collateral agent.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's quarterly report on Form 10-Q filed on November 6, 2025.

10.34 Credit Agreement, dated September 26, 2025, among NRG Cedar Bayou 5 LLC, Public Utility Commissioner of Texas, and Wilmington Trust, National Association, as administrative agent and collateral agent.* *

Incorporated herein by reference to Exhibit 10.2 to the Registrant's quarterly report on Form 10-Q filed on November 6, 2025.

10.35 Joinder Agreement, dated as of June 21, 2024, by Direct Energy Services, LLC, as an additional originator and consented to by NRG Receivables LLC, as Borrower, NRG Retail LLC, as Servicer, and Royal Bank of Canada, as administrative agent, to the Receivables Sale Agreement, dated as of September 22, 2020, among the Originators from time to time parties thereto, NRG Retail LLC, as Servicer, and NRG Receivables LLC.

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Incorporated herein by reference to Exhibit 4.3 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.43 Cooperation Agreement, dated as of November 20, 2023, by and among NRG Energy, Inc., Elliott Investment Management L.P., Elliott Associates, L.P., and Elliott International, L.P.

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed on November 20, 2023

10.39† Consent and Indemnity Agreement, dated as of February 6, 2018, by and among NRG Energy, Inc., NRG Repowering Holdings LLC, NRG Yield, Inc., and GIP III Zephyr Acquisition Partners, L.P., and NRG Yield Operating LLC (solely with respect to Sections E.5, E.6 and G.12).

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Furnished herewith.

95.1 Mine Safety Disclosure

Filed herewith.

97 NRG Energy, Inc.

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* Exhibit relates to compensation arrangements.

** The Schedules and exhibits have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S K.

A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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/s/ LAWRENCE S.

President and Chief Executive Officer

Chief Executive Officer

February 24, 2026

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Curci and Christine A.

Zoino, each or any of them, such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to this report on Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as such person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Zoino, each or any of them, such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to this report on Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as such person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on February 24, 2026.

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/s/ LAWRENCE S.

COBEN President and Chief Executive Officer and February 26, 2025

Coben Director (Principal Executive Officer, Chair of the Board)

COBEN Chief Executive Officer and Director February 24, 2026

Coben (Principal Executive Officer, Chair of the Board)

/s/ WOO-SUNG CHUNG Chief Financial Officer February 24, 2026

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/s/ MARWAN FAWAZ Director February 24, 2026

/s/ KEVIN HOWELL Director February 26, 2025

/s/ SANJAY KAPOOR Director February 24, 2026

Sanjay Kapoor

/s/ ALEX POURBAIX Director February 24, 2026

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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 9A. Controls and Procedures