NRG ENERGY, INC. 10-K

Item 9A — Controls and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures and Internal Control Over Financial Reporting Under the supervision and with the participation of NRG's management, including its principal executive officer, principal financial officer and principal accounting officer, NRG conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act. Based on this evaluation, the Company's principal executive officer, principal financial officer and principal accounting officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K. Management's report on the Company's internal control over financial reporting and the report of the Company's independent registered public accounting firm are incorporated under the caption "Management's Report on Internal Control over Financial Reporting" and under the caption "Report of Independent Registered Public Accounting Firm" in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Changes in Internal Control over Financial Reporting There were no changes in NRG’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred in the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, NRG’s internal control over financial reporting. Inherent Limitations over Internal Controls NRG's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that: 1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets; 2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of its management and directors; and 3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management's Report on Internal Control over Financial Reporting The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company's management, including its principal executive officer, principal financial officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company's evaluation under the framework in Internal Control — Integrated Framework (2013) , the Company's management concluded that its internal control over financial reporting was effective as of December 31, 2025. The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in its report which is included in this Annual Report on Form 10-K. 77 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders NRG Energy, Inc.: Opinion on Internal Control Over Financial Reporting We have audited NRG Energy, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission . In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income/(loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 24, 2026 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Philadelphia, Pennsylvania February 24, 2026 78 Item 9B — Other Information Director and Officer Trading Arrangements During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement,' as each term is defined in Item 408(a) of Regulation S-K. Item 9C — Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 79 PART III Item 10 — Directors, Executive Officers and Corporate Governance Directors and Executive Officers 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. Code of Ethics NRG has adopted a code of ethics entitled "NRG Code of Conduct" that applies to directors, officers and employees, including the chief executive officer and senior financial officers of NRG. It may be accessed through the "Governance" section of the Company's website at www.nrg.com. NRG also elects to disclose the information required by Form 8-K, Item 5.05, "Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics," through the Company's website, and such information will remain available on this website for at least a 12-month period. A copy of the "NRG Code of Conduct" is available in print to any stockholder who requests it. Insider Trading Arrangements and Policies The Company has adopted a Securities Trading and Non-Disclosure Policy (the “Insider Trading Policy”) governing the purchase, sale, and other dispositions of its securities by its directors, officers, employees, and other covered personnel. It also follows procedures for the repurchase of its securities. NRG believes that its Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company. A copy of NRG’s Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Other 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 11 — Executive Compensation 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 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Securities Authorized for Issuance under Equity Compensation Plans Plan Category (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity compensation plans approved by security holders 2,828,281 (1) $ — 12,932,953 Equity compensation plans not approved by security holders 1,312,244 (2) $ — 12,893,481 Total 4,140,525 $ — 25,826,434 (3) (1) Consists of shares issuable under 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 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 80 The LTIPs currently provides for grants of restricted stock units, relative performance stock units, deferred stock units and dividend equivalent rights. The Company's directors, officers and employees, as well as other individuals performing services for, or to whom an offer of employment has been extended by the Company, are eligible to receive grants under one or both of the LTIPs. The purpose of the LTIPs is to promote the Company's long-term growth and profitability by providing these individuals with incentives to maximize stockholder value and otherwise contribute to the Company's success and to enable the Company to attract, retain and reward the best available persons for positions of responsibility. The Compensation Committee of the Board of Directors administers the LTIPs. Other 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 13 — Certain Relationships and Related Transactions, and Director Independence 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 14 — Principal Accounting Fees and Services 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. 81 PART IV Item 15 — Exhibits and Financial Statement Schedules (a)(1) Financial Statements The following consolidated financial statements of NRG Energy, Inc. and related notes thereto, together with the reports thereon of KPMG LLP , Philadelphia, PA , Auditor Firm ID: 185 , are included herein: Consolidated Statements of Operations — Years ended December 31, 2025, 2024, and 2023 Consolidated Statements of Comprehensive Income/(Loss) — Years ended December 31, 2025, 2024, and 2023 Consolidated Balance Sheets — As of December 31, 2025 and 2024 Consolidated Statements of Cash Flows — Years ended December 31, 2025, 2024, and 2023 Consolidated Statements of Stockholders' Equity — Years ended December 31, 2025, 2024, and 2023 Notes to Consolidated Financial Statements (a)(2) Financial Statement Schedule The following Consolidated Financial Statement Schedule of NRG Energy, Inc. is filed as part of Item 15 of this report and should be read in conjunction with the Consolidated Financial Statements. Schedule II — Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted. (a)(3) Exhibits: See Exhibit Index submitted as a separate section of this report. (b) Exhibits See Exhibit Index submitted as a separate section of this report. (c) Not applicable 82 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders NRG Energy, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of NRG Energy, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income/(loss), stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the sufficiency of audit evidence over revenues As discussed in Note 3 to the consolidated financial statements, the Company had $30,713 million of revenues. Revenue is derived from various revenue streams in different geographic markets and the Company’s processes and related information technology (IT) systems used to record revenue differ for each of these revenue streams. We identified the evaluation of the sufficiency of audit evidence over revenues as a critical audit matter which required a high degree of auditor judgment due to the number of revenue streams and IT systems involved in the revenue recognition process. This included determining the revenue streams over which procedures were to be performed and evaluating the nature and extent of evidence obtained over the individual revenue streams as well as revenue in the aggregate. It also included the involvement of IT professionals with specialized skills and knowledge to assist in the performance of certain procedures. The following are the primary procedures we performed to address this critical audit matter. We, with the assistance of IT professionals, applied auditor judgment to determine the revenue streams over which procedures were performed as well as the nature and extent of such procedures. For certain revenue streams over which procedures were performed, 83 we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue recognition processes. For certain revenue streams, we involved IT professionals, who assisted in testing certain IT applications used by the Company in its revenue recognition processes. In addition, we assessed recorded revenue for a selection of transactions by comparing the amounts recognized to underlying documentation, including contracts with customers, and for certain revenue streams, we performed a software-assisted data analysis to assess certain relationships among revenue transactions. In addition, we evaluated the sufficiency of audit evidence obtained over revenues by assessing the results of procedures performed, including the appropriateness of such evidence. /s/ KPMG LLP We have served as the Company's auditor since 2004. Philadelphia, Pennsylvania February 24, 2026 84 NRG ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, (In millions, except per share amounts) 2025 2024 2023 Revenue Revenue $ 30,713 $ 28,130 $ 28,823 Operating Costs and Expenses Cost of operations (excluding depreciation and amortization shown below) 24,761 22,100 26,483 Depreciation and amortization 1,406 1,403 1,295 Impairment losses — 36 26 Selling, general and administrative costs (excluding amortization of customer acquisition costs of $ 295 , $ 204 and $ 125 , respectively, which are included in depreciation and amortization shown separately above) 2,602 2,345 2,094 Acquisition-related transaction and integration costs 74 30 119 Total operating costs and expenses 28,843 25,914 30,017 (Loss)/Gain on sale of assets ( 25 ) 208 1,578 Operating Income 1,845 2,424 384 Other Income/(Expense) Equity in earnings of unconsolidated affiliates 11 20 16 Impairment losses on investments ( 39 ) ( 7 ) ( 102 ) Other income, net 68 44 47 (Loss)/Gain on debt extinguishment ( 10 ) ( 382 ) 109 Interest expense ( 741 ) ( 651 ) ( 667 ) Total other expense ( 711 ) ( 976 ) ( 597 ) Income/(Loss) Before Income Taxes 1,134 1,448 ( 213 ) Income tax expense/(benefit) 270 323 ( 11 ) Net Income/(Loss) 864 1,125 ( 202 ) Less: Cumulative dividends attributable to Series A Preferred Stock 67 67 54 Net Income/(Loss) Available for Common Stockholders $ 797 $ 1,058 $ ( 256 ) Income/(Loss) Per Share Weighted average number of common shares outstanding — basic 195 206 228 Income/(Loss) per Weighted Average Common Share — Basic $ 4.09 $ 5.14 $ ( 1.12 ) Weighted average number of common shares outstanding — diluted 199 212 228 Income/(Loss) per Weighted Average Common Share — Diluted $ 4.01 $ 4.99 $ ( 1.12 ) See notes to Consolidated Financial Statements 85 NRG ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) For the Year Ended December 31, (In millions) 2025 2024 2023 Net Income/(Loss) $ 864 $ 1,125 $ ( 202 ) Other Comprehensive Income/(Loss), net of tax Foreign currency translation adjustments 21 ( 22 ) 9 Defined benefit plans 15 ( 4 ) 30 Other comprehensive income/(loss) 36 ( 26 ) 39 Comprehensive Income/(Loss) $ 900 $ 1,099 $ ( 163 ) See notes to Consolidated Financial Statements 86 NRG ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, (In millions) 2025 2024 ASSETS Current Assets Cash and cash equivalents $ 4,708 $ 966 Funds deposited by counterparties 260 199 Restricted cash 30 8 Accounts receivable, net 4,065 3,488 Inventory 461 478 Derivative instruments 2,189 2,686 Cash collateral paid in support of energy risk management activities 365 309 Prepayments and other current assets 1,069 830 Total current assets 13,147 8,964 Property, plant and equipment, net 3,632 2,021 Other Assets Equity investments in affiliates 16 45 Operating lease right-of-use assets, net 130 151 Goodwill 5,017 5,011 Customer relationships, net 1,203 1,538 Other intangible assets, net 1,106 1,370 Derivative instruments 1,568 1,710 Deferred income taxes 1,843 2,067 Other non-current assets 1,478 1,145 Total other assets 12,361 13,037 Total Assets $ 29,140 $ 24,022 87 NRG ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) As of December 31, (In millions, except share data) 2025 2024 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current portion of long-term debt and finance leases $ 31 $ 996 Current portion of operating lease liabilities 35 66 Accounts payable 2,834 2,513 Derivative instruments 2,257 2,297 Cash collateral received in support of energy risk management activities 260 199 Deferred revenue current 748 711 Accrued expenses and other current liabilities 1,864 2,031 Total current liabilities 8,029 8,813 Other Liabilities Long-term debt and finance leases 16,412 9,812 Non-current operating lease liabilities 144 117 Derivative instruments 1,103 1,107 Deferred income taxes 15 12 Deferred revenue non-current 895 862 Other non-current liabilities 861 821 Total other liabilities 19,430 12,731 Total Liabilities 27,459 21,544 Commitments and Contingencies Stockholders' Equity Preferred stock; 10,000,000 shares authorized; 650,000 Series A shares issued and outstanding at December 31, 2025 and 2024 (aggregate liquidation preference $ 650 ) 650 650 Common stock; $ 0.01 par value; 500,000,000 shares authorized; 199,828,615 and 205,064,058 shares issued; and 190,376,607 and 198,604,003 shares outstanding at December 31, 2025 and 2024, respectively 2 2 Additional paid-in capital 215 705 Retained earnings 1,982 1,535 Treasury stock, at cost; 9,452,008 and 6,460,055 shares at December 31, 2025 and 2024, respectively ( 1,087 ) ( 297 ) Accumulated other comprehensive loss ( 81 ) ( 117 ) Total Stockholders' Equity 1,681 2,478 Total Liabilities and Stockholders' Equity $ 29,140 $ 24,022 See notes to Consolidated Financial Statements 88 NRG ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, (In millions) 2025 2024 2023 Cash Flows from Operating Activities Net Income/(Loss) $ 864 $ 1,125 $ ( 202 ) 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 Amortization of capitalized contract costs 510 332 168 Accretion of asset retirement obligations 29 34 27 Provision for credit losses 272 314 251 Amortization of nuclear fuel — — 47 Amortization of financing costs and debt discounts 51 39 52 Loss/(gain) on debt extinguishment 10 382 ( 109 ) Amortization of in-the-money contracts and emissions allowances 97 105 137 Amortization of unearned equity compensation 134 102 101 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 Changes in derivative instruments 450 ( 337 ) 2,455 Changes in current and deferred income taxes and liability for uncertain tax benefits 213 165 ( 92 ) Changes in collateral deposits in support of risk management activities 7 245 ( 1,806 ) Equity in and distributions from earnings of unconsolidated affiliates ( 8 ) ( 13 ) ( 6 ) Cash (used)/provided by changes in other working capital: Accounts receivable - trade ( 760 ) ( 366 ) 1,004 Inventory 30 111 189 Prepayments and other current assets ( 757 ) ( 539 ) ( 401 ) Accounts payable 192 170 ( 1,455 ) Accrued expenses and other current liabilities 28 136 360 Other assets and liabilities ( 309 ) ( 621 ) ( 473 ) Cash provided/(used) by operating activities $ 1,913 $ 2,306 $ ( 221 ) Cash Flows from Investing Activities Payments for acquisitions of businesses and assets, net of cash acquired $ ( 596 ) $ ( 38 ) $ ( 2,523 ) Capital expenditures ( 1,147 ) ( 472 ) ( 598 ) Proceeds from sales of assets, net of cash disposed 6 501 2,007 Net purchases of emissions allowances ( 1 ) ( 18 ) ( 24 ) Proceeds from insurance recoveries for property, plant and equipment, net 100 3 240 Investments in nuclear decommissioning trust fund securities — — ( 367 ) Proceeds from the sale of nuclear decommissioning trust fund securities — — 355 Cash used by investing activities $ ( 1,638 ) $ ( 24 ) $ ( 910 ) 89 For the Year Ended December 31, (In millions) 2025 2024 2023 Cash Flows from Financing Activities 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 ) Payment for settlement of capped call options (b) ( 292 ) — — Payments of dividends to preferred and common stockholders ( 411 ) ( 405 ) ( 381 ) Proceeds from issuance of long-term debt 6,676 3,200 731 Repayments of long-term debt and finance leases ( 1,005 ) ( 3,255 ) ( 523 ) Payments for debt extinguishment costs — ( 262 ) — 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 provided/(used) by financing activities $ 3,546 $ ( 1,755 ) $ ( 400 ) Effect of exchange rate changes on cash and cash equivalents 4 ( 3 ) 2 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 Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at End of Period $ 4,998 $ 1,173 $ 649 (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 See notes to Consolidated Financial Statements 90 NRG ENERGY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In millions) Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Total Stock-holders' Equity Balance at December 31, 2022 $ — $ 4 $ 8,457 $ 1,408 $ ( 5,864 ) $ ( 177 ) $ 3,828 Net loss ( 202 ) ( 202 ) Issuance of Series A Preferred Stock 650 ( 15 ) 635 Other comprehensive income 39 39 Shares reissuance for ESPP 2 6 8 Share repurchases (a) ( 117 ) ( 1,043 ) ( 1,160 ) Retirement of treasury stock (b) ( 1 ) ( 5,008 ) 5,009 — Equity-based awards activity, net (c) 97 97 Common stock dividends and dividend equivalents declared (d) ( 352 ) ( 352 ) Series A Preferred Stock dividends (e) ( 34 ) ( 34 ) Sale of the 44 % equity interest in STP 47 47 Balance at December 31, 2023 $ 650 $ 3 $ 3,416 $ 820 $ ( 1,892 ) $ ( 91 ) $ 2,906 Net income 1,125 1,125 Other comprehensive loss ( 26 ) ( 26 ) Shares reissuance for ESPP 5 8 13 Share repurchases (a) 117 ( 1,051 ) ( 934 ) Retirement of treasury stock (b) ( 1 ) ( 2,637 ) 2,638 — Equity-based awards activity, net (c) 57 57 Common stock dividends and dividend equivalents declared (d) ( 343 ) ( 343 ) Series A Preferred Stock dividends (e) ( 67 ) ( 67 ) Capped Call Options (f) ( 253 ) ( 253 ) Balance at December 31, 2024 $ 650 $ 2 $ 705 $ 1,535 $ ( 297 ) $ ( 117 ) $ 2,478 Net income 864 864 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) 48 48 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 91 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 92 NRG ENERGY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Nature of Business General 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; • East, which includes all activity related to customer, plant and market operations in the East; • 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; and • Corporate activities. Note 2 — Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The Company's consolidated financial statements have been prepared in accordance with U.S. GAAP. The ASC, established by the FASB, is the source of authoritative U.S. GAAP to be applied by nongovernmental entities. In addition, the rules and interpretative releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The consolidated financial statements include NRG's accounts and operations and those of its subsidiaries in which the Company has a controlling interest. All significant intercompany transactions and balances have been eliminated in consolidation. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. However, a controlling financial interest may also exist through arrangements that do not involve controlling voting interests. 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. Credit Losses In accordance with ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , or ASU No. 2016-13, retail trade receivables are reported on the balance sheet net of the allowance for credit losses within accounts receivables, net. Long-term receivables are recorded net in other non-current assets on the consolidated balance sheet. The Company accrues an allowance for current expected credit losses based on (i) estimates of uncollectible revenues by analyzing accounts receivable aging and current and reasonable forecasts of expected economic factors including, but not limited to, unemployment rates and weather-related events, (ii) historical collections and delinquencies, and (iii) counterparty credit ratings for commercial and industrial customers. The Company writes off customer contract receivable balances against the allowance for credit losses when it is determined a receivable is uncollectible. 93 The following table presents the activity in the allowance for credit losses for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, (In millions) 2025 2024 2023 Beginning balance $ 152 $ 145 $ 133 Acquired balance from Vivint Smart Home — — 22 Provision for credit losses 272 314 251 Write-offs ( 343 ) ( 363 ) ( 313 ) Recoveries collected 46 38 39 Other 19 18 13 Ending balance $ 146 $ 152 $ 145 Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with an original maturity of three months or less at the time of purchase. Funds Deposited by Counterparties 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 power prices compared to December 31, 2024. Though some amounts are segregated into separate accounts, not all funds are contractually restricted. Based on the Company's intention, these funds are not available for the payment of general corporate obligations; however, they are available for liquidity management. Depending on market fluctuations and the settlement of the underlying contracts, the Company will refund this collateral to the hedge counterparties pursuant to the terms and conditions of the underlying trades. Since collateral requirements fluctuate daily and the Company cannot predict if any collateral will be held for more than twelve months, the funds deposited by counterparties are classified as a current asset on the Company's balance sheet, with an offsetting liability for this cash collateral received within current liabilities. Restricted Cash The following table provides a reconciliation of cash and cash equivalents, restricted cash and funds deposited by counterparties reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statements of cash flows. Year Ended December 31, (In millions) 2025 2024 2023 Cash and cash equivalents $ 4,708 $ 966 $ 541 Funds deposited by counterparties 260 199 84 Restricted cash 30 8 24 Cash and cash equivalents, funds deposited by counterparties and restricted cash shown in the statements of cash flows $ 4,998 $ 1,173 $ 649 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 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. The Company removes fuel oil and coal inventories as they are used in the production of electricity. The Company removes spare parts inventories when they are used for repairs, maintenance or capital projects. The Company expects to recover the natural gas, fuel oil, coal and spare parts costs in the ordinary course of business. 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. Inventories sold to customers as part of a smart home system are generally capitalized as contract costs. Sales of inventory are classified as an operating activity in the consolidated statements of cash flows. 94 Property, Plant and Equipment Property, plant and equipment are stated at cost or, in the case of business acquisitions, acquisition date fair value; however, impairment adjustments are recorded whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Significant additions or improvements extending asset lives are capitalized as incurred, while repairs and maintenance that do not improve or extend the life of the respective asset are charged to expense as incurred. Depreciation, other than nuclear fuel, is computed using the straight-line method, while nuclear fuel was amortized based on units of production over the estimated useful lives. Certain assets and their related accumulated depreciation amounts are adjusted for asset retirements and disposals with the resulting gain or loss included in cost of operations in the consolidated statements of operations. For further discussion, see Note 8, Property, Plant and Equipment . Business Interruption Insurance 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 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 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. Asset Impairments Long-lived assets that are held and used are reviewed for impairment whenever events or changes in circumstances indicate carrying values may not be recoverable. Such reviews are performed in accordance with ASC 360. An impairment loss is indicated if the total future estimated undiscounted cash flows expected from an asset are less than its carrying value. An impairment charge is measured by the difference between an asset's carrying amount and fair value with the difference recorded in operating costs and expenses in the consolidated statements of operations. Fair values are determined by a variety of valuation methods, including third-party appraisals, sales prices of similar assets and present value techniques. Investments accounted for by the equity method are reviewed for impairment in accordance with ASC 323, Investments-Equity Method and Joint Ventures , or ASC 323, which requires that a loss in value of an investment that is an other-than-temporary decline should be recognized. The Company identifies and measures losses in the value of equity method investments based upon a comparison of fair value to carrying value. For further discussion of these matters, refer to Note 10, Asset Impairments . Debt Issuance Costs Debt issuance costs are capitalized and amortized as interest expense on a basis that approximates the effective interest method over the term of the related debt. Debt issuance costs are presented as a direct deduction from the carrying amount of the related debt, or as an asset if the issuance costs relate to revolving debt agreements or certain other financing arrangements. Intangible Assets Intangible assets represent contractual rights held by the Company. The Company recognizes specifically identifiable intangible assets including emissions allowances, customer and supply contracts, customer relationships, marketing partnerships, technologies, trade names and fuel contracts when specific rights and contracts are acquired. These intangible assets are amortized based on expected volumes, expected delivery, expected discounted future net cash flows, straight line or units of production basis. As of December 31, 2025 and 2024, the Company had accumulated amortization related to its intangible assets of $ 4.0 billion and $ 3.6 billion, respectively. Emission allowances held-for-sale, which are included in other non-current assets on the Company's consolidated balance sheet, are not amortized; they are carried at the lower of cost or fair value and reviewed for impairment in accordance with ASC 360. For further discussion, see Note 11, Goodwill and Other Intangibles . Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other , or ASC 350, the Company recognizes goodwill for the excess cost of an acquired entity over the net value assigned to assets acquired and liabilities assumed. NRG performs goodwill impairment tests annually, during the fourth quarter, and when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, there is no goodwill impairment. 95 In the absence of sufficient qualitative factors indicating that it is more-likely-than-not that no impairment occurred, the Company performs a quantitative assessment by determining the fair value of the reporting unit and comparing the fair value to its book value. If the fair value of the reporting unit exceeds its book value, goodwill of the reporting unit is not considered impaired. If the book value exceeds fair value, the Company recognizes an impairment loss equal to the difference between book value and fair value. For further discussion of goodwill impairment losses recognized refer to Note 10, Asset Impairments . Capitalized Contract Costs Capitalized contract costs represent the costs directly related and incremental to the origination of new contracts, modification of existing contracts or to the fulfillment of the related customer contracts. These costs include installed products, commissions, other compensation and the cost of installation of new or upgraded customer contracts. The Company calculates amortization by accumulating all deferred contract costs into separate portfolios based on the initial month of service and amortizes those deferred contract costs on a straight-line basis over the expected period of benefit, consistent with the pattern in which the Company provides services to its customers. The expected period of benefit for customers is approximately five years . The Company updates its estimate of the expected period of benefit periodically and whenever events or circumstances indicate that the expected period of benefit could change significantly. Such changes, if any, are accounted for prospectively as a change in estimate. Amortization of capitalized contract costs are included in depreciation and amortization in the consolidated statements of operations. Contract costs not directly related and incremental to the origination of new contracts, modification of existing contracts or to the fulfillment of the related customer contracts are expensed as incurred. Depreciation and Amortization The Company's depreciation and amortization included in the consolidated statement of operations consisted of the following: For the Year Ended December 31, (In millions) 2025 2024 2023 Amortization of capitalized contract costs related to fulfillment $ 207 $ 120 $ 37 Amortization of capitalized contract costs related to customer acquisition 303 212 131 Amortization of customer relationships and other intangible assets 612 800 870 Depreciation of property, plant and equipment 284 271 257 Total depreciation and amortization $ 1,406 $ 1,403 $ 1,295 Income Taxes The Company accounts for income taxes using the liability method in accordance with ASC 740, Income Taxes, or ASC 740, which requires that the Company use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. The Company has two categories of income tax expense or benefit — current and deferred, as follows: • Current income tax expense or benefit consists solely of current taxes payable less applicable tax credits, and • Deferred income tax expense or benefit is the change in the net deferred income tax asset or liability, excluding amounts charged or credited to accumulated other comprehensive income The Company reports some of its revenues and expenses differently for financial statement purposes than for income tax return purposes, resulting in temporary and permanent differences between the Company's financial statements and income tax returns. The tax effects of such temporary differences are recorded as either deferred income tax assets or deferred income tax liabilities in the Company's consolidated balance sheets. The Company measures its deferred income tax assets and deferred income tax liabilities using income tax rates that are expected to be in effect when the deferred tax is realized. The Company accounts for uncertain tax positions in accordance with ASC 740, which applies to all tax positions related to income taxes. 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 Company recognizes interest and penalties accrued related to uncertain tax benefits as a component of income tax expense. In accordance with ASC 740 and as discussed further in Note 19, Income Taxes , changes to existing net deferred tax assets or valuation allowances or changes to uncertain tax benefits, are recorded to income tax expense/(benefit). 96 Contract and Emission Credit Amortization Assets and liabilities recognized through acquisitions related to the purchase and sale of energy and energy-related products in future periods for which the fair value has been determined to be significantly less or more than market are amortized to revenues or cost of operations over the term of each underlying contract based on actual generation and/or contracted volumes. Emission credits represent the right to emit a specified amount of certain pollutants, including sulfur dioxide, nitrogen oxides and carbon dioxide, over a compliance period. Emission credits held for use are amortized to cost of operations based on the weighted average cost of the allowances held. Gross Receipts and Sales Taxes In connection with its retail sales, the Company records gross receipts taxes on a gross basis in revenues and cost of operations in its consolidated statements of operations. During the years ended December 31, 2025, 2024, and 2023, the Company's revenues and cost of operations included gross receipts taxes of $ 225 million, $ 216 million, and $ 212 million, respectively. Additionally, the Company records sales taxes collected from its taxable retail customers and remitted to the various governmental entities on a net basis; thus, there is no impact on the Company's consolidated statement of operations. Cost of Operations Cost of operations includes cost of fuel, purchased energy and other costs of sales, mark-to-market for economic hedging activities, contract and emission credit amortization, operations and maintenance, and other cost of operations. Cost of Fuel, Purchased Energy and Other Cost of Sales Cost of fuel is primarily the costs associated with procurement, transportation and storage of natural gas, nuclear fuel, oil and coal to operate the generation portfolio, which is expensed as the fuel is consumed. Purchased energy primarily relates to purchases to supply the Company's customer base, which includes spot market purchases, as well as contracts of various quantities and durations, including Renewable PPAs with third-party developers, which are primarily accounted for as NPNS (see further discussion in Derivative Instruments below). Other cost of sales primarily consists of TDSP expenses. The cost of fuel is based on actual and estimated fuel usage for the applicable reporting period. The cost to deliver energy and related services to customers is based on actual and estimated supply volumes for the applicable reporting period. A portion of the cost of energy, $ 276 million, $ 284 million, and $ 240 million as of December 31, 2025, 2024, and 2023, respectively, was accrued and consisted of estimated transmission and distribution charges not yet billed by the transmission and distribution utilities. In estimating supply volumes, the Company considers the effects of historical customer volumes, weather factors and usage by customer class. Transmission and distribution delivery fees are estimated using the same method used for electricity sales and services to retail customers. In addition, ISO fees are estimated based on historical trends, estimated supply volumes and initial ISO settlements. Volume estimates are then multiplied by the supply rate and recorded as cost of operations in the applicable reporting period. Vivint Smart Home Flex Pay 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 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. For products financed through the CFP, gross deferred revenues are reduced by (i) any fees the third-party financing provider (“Financing Provider”) is contractually entitled to receive at the time of loan origination, and (ii) the present value of expected future payments due to the Financing Providers . Loans are issued on either an installment or revolving basis with repayment terms ranging from 6 to 60 months. For certain Financing Provider loans: • Vivint Smart Home pays a monthly fee based on either the average daily outstanding balance of the installment loans, or the number of outstanding loans. • Vivint Smart Home incurs fees at the time of the loan origination and receives proceeds that are net of these fees. 97 • Vivint Smart Home also shares liability for credit losses. • 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 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. Subsequent changes to the fair value of the derivative liability are realized through other income, net in the consolidated statements of operations. For further discussion, see Note 6, Accounting for Derivative Instruments and Hedging Activities . Derivative Instruments 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 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. Revenues and expenses on contracts that qualify for the NPNS exception are recognized when the underlying physical transaction is delivered. While these contracts are considered derivative instruments under ASC 815, they are not recorded at fair value, but on an accrual basis of accounting. If it is determined that a transaction designated as NPNS no longer meets the scope exception, the fair value of the related contract is recorded on the balance sheet and immediately recognized through earnings. NRG's trading activities are subject to limits in accordance with the Company's Risk Management Policy. These contracts are recognized on the balance sheet at fair value and changes in the fair value of these derivative instruments are recognized in earnings. Mark-to-Market for Economic Hedging Activities NRG enters into derivative instruments to manage price and delivery risk, optimize physical and contractual assets in the portfolio and manage working capital requirements. The mark-to-market for economic hedging activities are recognized to revenues or cost of operations during the reporting period. Operations and Maintenance and Other Cost of Operations Operations and maintenance costs include major and other routine preventative (planned outage) and corrective (forced outage) maintenance activities to ensure the safe and reliable operation of the Company's generation portfolio in compliance with all local, state and federal requirements. Operations and maintenance costs are also costs associated with retaining and maintaining the Company's customer base, such as call center support, portfolio maintenance and data analytics. Other cost of operations primarily includes gross receipts taxes, insurance, property taxes and asset retirement obligation expense. Foreign Currency Translation and Transaction Gains and Losses The local currencies are generally the functional currency of NRG's foreign operations. Foreign currency denominated assets and liabilities are translated at end-of-period rates of exchange. Revenues, expenses, and cash flows are translated at the weighted-average rates of exchange for the period. The resulting currency translation adjustments are not included in the Company's consolidated statements of operations for the period, but are accumulated and reported as a separate component of stockholders' equity until sale or complete or substantially complete liquidation of the net investment in the foreign entity takes place. Foreign currency transaction gains or losses are reported within other income, net in the Company's consolidated statements of operations. For the years ended December 31, 2025, 2024 and 2023, amounts recognized as foreign currency transaction gains/(losses) were immaterial. The Company's cumulative translation adjustment balances as of December 31, 2025, 2024, and 2023 were $( 51 ) million, $( 72 ) million, and $( 43 ) million, respectively. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trust funds, accounts receivable, notes receivable, derivatives and investments in debt securities. Trust funds are held in accounts managed by experienced investment advisors. Certain accounts receivable, notes receivable, and derivative instruments are concentrated 98 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. Receivables and other contractual arrangements are subject to collateral requirements under the terms of enabling agreements. However, the Company believes that the credit risk posed by industry concentration is offset by the diversification and creditworthiness of its customer base. See Note 5, Fair Value of Financial Instruments, for a further discussion of derivative concentrations. Asset Retirement Obligations The Company accounts for AROs in accordance with ASC 410-20, Asset Retirement Obligations, or ASC 410-20. Retirement obligations associated with long-lived assets included within the scope of ASC 410-20 are those for which a legal obligation exists under enacted laws, statutes, and written or oral contracts, including obligations arising under the doctrine of promissory estoppel, and for which the timing and/or method of settlement may be conditional on a future event. ASC 410-20 requires an entity to recognize the fair value of a liability for an ARO in the period in which it is incurred and a reasonable estimate of fair value can be made. Upon initial recognition of a liability for an ARO, the Company capitalizes the asset retirement cost by increasing the carrying amount of the related long-lived asset by the same amount. Over time, the liability is accreted to its future value, while the capitalized cost is depreciated over the useful life of the related asset. See Note 13, Asset Retirement Obligations, for a further discussion of AROs. Pensions and Other Postretirement Benefits The Company offers pension benefits through a defined benefit pension plan. In addition, the Company provides postretirement health and welfare benefits for certain groups of employees. The Company accounts for pension and other postretirement benefits in accordance with ASC 715, Compensation — Retirement Benefits , or ASC 715 . The Company recognizes the funded status of the Company's defined benefit plans in the statement of financial position and records an offset for gains and losses as well as all prior service costs that have not been included as part of the Company's net periodic benefit cost to other comprehensive income. The determination of the Company's obligation and expenses for pension benefits is dependent on the selection of certain assumptions. These assumptions determined by management include the discount rate, the expected rate of return on plan assets and the rate of future compensation increases. The Company's actuarial consultants assist in determining assumptions for such items as retirement age. The assumptions used may differ materially from actual results, which may result in a significant impact to the amount of pension obligation or expense recorded by the Company. The Company measures the fair value of its pension assets in accordance with ASC 820, Fair Value Measurements and Disclosures, or ASC 820. For further discussion, see Note 14, Benefit Plans and Other Postretirement Benefits . Stock-Based Compensation The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation, or ASC 718 . The fair value of the Company's performance stock units is estimated on the date of grant using a Monte Carlo valuation model. NRG uses the Company's common stock price on the date of grant as the fair value of the Company's deferred stock units. Forfeiture rates are estimated based on an analysis of the Company's historical forfeitures, employment turnover, and expected future behavior. The Company recognizes compensation expense for both graded and cliff vesting awards on a straight-line basis over the requisite service period for the entire award. For further discussion, see Note 20, Stock-Based Compensation . Investments Accounted for by the Equity Method The Company has investments in domestic energy projects, as well as one Australian project. The equity method of accounting is applied to such investments in affiliates, which include joint ventures and partnerships, because the ownership structure prevents the Company from exercising a controlling influence over the operating and financial policies of the projects. Under this method, equity in pre-tax income or losses of domestic partnerships and, generally, in the net income or losses of its Australian project, are reflected as equity in earnings of unconsolidated affiliates. Distributions from equity method investments that represent earnings on the Company's investment are included within cash flows from operating activities and distributions from equity method investments that represent a return of the Company's investment are included within cash flows from investing activities. For further discussion, see Note 16, Investments Accounted for by the Equity Method and Variable Interest Entities . Sale-Leaseback Arrangements NRG is party to sale-leaseback arrangements that provide for the sale of certain assets to a third-party and simultaneously leases back the same asset to the Company. If the seller-lessee transfers control of the underlying assets to the buyer-lessor, the arrangement is accounted for under ASC 842-40, Sale-Leaseback Transactions . These arrangements are classified as operating leases on the Company's consolidated balance sheets. 99 Marketing and Advertising Costs The Company expenses its marketing and advertising costs as incurred and includes them within selling, general and administrative costs. The costs of tangible assets used in advertising campaigns are recorded as fixed assets or deferred advertising costs and amortized as advertising costs over the shorter of the useful life of the asset or the advertising campaign. The Company has several long-term sponsorship arrangements. Payments related to these arrangements are deferred and expensed over the term of the arrangement. Advertising expenses for the years ended December 31, 2025, 2024, and 2023 were $ 239 million, $ 215 million, and $ 185 million, respectively. Business Combinations The Company accounts for its business combinations in accordance with ASC 805, Business Combinations, or ASC 805, which requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at fair value at the acquisition date. The Company also recognizes and measures the goodwill acquired or a gain from a bargain purchase in the business combination. In addition, transaction costs are expensed as incurred. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. In recording transactions and balances resulting from business operations, the Company uses estimates based on the best information available. Estimates are used for such items as plant depreciable lives, tax provisions, uncollectible accounts, actuarially determined benefit costs, the valuation of energy commodity contracts, environmental liabilities, legal costs incurred in connection with recorded loss contingencies, and assets acquired and liabilities assumed in business combinations, among others. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates. Reclassifications Certain prior period amounts have been reclassified for comparative purposes. The reclassifications did not affect results from operations, net assets or cash flows. Recent Accounting Developments - Guidance Adopted in 2025 ASU 2023-09 – In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures , or ASU 2023-09. The guidance in ASU 2023-09 enhances income tax disclosures by requiring disclosure of specific categories in the effective tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold. Further the amendments of ASU 2023-09 require certain disclosures on income tax expense and income taxes paid. 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. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) – Disaggregation of Income Statement Expenses , or ASU 2024-03. The guidance in ASU 2024-03 requires more detailed information about specified categories of expenses included in certain captions presented on the face of the income statement. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is 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) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting ASU 2024-03 on its disclosures. ASU 2024-04 – In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) – Induced Conversions of Convertible Debt Instruments , or ASU 2024-04. The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion when changes are made to conversion features as part of an offer to settle the instrument. 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 effect adjustment to equity. The Company does not expect the 100 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. 101 Note 3 — Revenue Recognition The Company's policies with respect to its various revenue streams are detailed below. The Company generally applies the invoicing practical expedient to recognize revenue for the revenue streams detailed below, except in circumstances where the invoiced amount does not represent the value transferred to the customer. Retail Revenue Gross revenues for energy sales and services to retail customers are recognized as the Company transfers the promised goods and services to the customer. Payment terms are generally 15 to 60 days. For the majority of its electricity and natural gas contracts, the Company’s performance obligation with the customer is satisfied over time and performance obligations for its electricity and natural gas products are recognized as the customer takes possession of the product. The Company also allocates the contract consideration to distinct performance obligations in a contract for which the timing of the revenue recognized is different. Additionally, customer discounts and incentives reduce the contract consideration and are recognized over the term of the contract. Energy sales and services that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter reading provided by the independent system operators, utilities, or electric distribution companies. Volume estimates are based on daily forecasted volumes and estimated customer usage by class. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class. Estimated amounts are adjusted when actual usage is known and billed. As contracts for retail electricity and natural gas can be for multi-year periods, the Company has performance obligations under these contracts that have not yet been satisfied. These performance obligations have transaction prices that are both fixed and variable, and that vary based on the contract duration, customer type, inception date and other contract-specific factors. For the fixed price contracts, the amount of any unsatisfied performance obligations will vary based on customer usage, which will depend on factors such as weather and customer activity and therefore it is not practicable to estimate such amounts. Vivint Smart Home Retail Revenue Vivint Smart Home offers its customers combinations of smart home products and services, which together create an integrated smart home system that allows the Company's customers to monitor, control and protect their homes. As the products and services included in the customer's contract are integrated and highly interdependent, and because the products (including installation) and services must work together to deliver the monitoring, controlling and protection of their home, the Company has concluded that the products and services contracted for by the customer are generally not distinct within the context of the contract and, therefore, constitute a single, combined performance obligation. Revenues for this single, combined performance obligation are recognized on a straight-line basis over the customer's contract term, which is the period in which the parties to the contract have enforceable rights and obligations. The Company has determined that certain contracts that do not require a long-term commitment for monitoring services by the customer contain a material right to renew the contract, because the customer does not have to purchase the products upon renewal. Proceeds allocated to the material right are recognized over the expected period of benefit. The majority of Vivint Smart Home's subscription contracts are five years and are generally non-cancelable. These contracts generally convert into month-to-month agreements at the end of the initial term, while some customers are month-to-month from inception. Payment for Vivint Smart Home services is generally due in advance on a monthly basis, with payment terms up to 30 days. Product sales and other one-time fees are invoiced to customers at time of sale. Revenues for any products or services that are considered separate performance obligations are recognized upon delivery. Payments received or billed in advance are reported as deferred revenues. Energy Revenue Both physical and financial transactions consist of revenues billed to a third-party at either market or negotiated contract terms to optimize the financial performance of the Company's generating facilities. Payment terms vary from 5 to 55 days. Electric energy revenue is recognized upon transmission to the customer over time, using the output method for measuring progress of satisfaction of performance obligations. Physical transactions, or the sale of generated electricity to meet supply and demand, are recorded on a gross basis in the Company's consolidated statements of operations. The Company applies the invoicing practical expedient in recognizing energy revenue. Under the practical expedient, revenue is recognized based on the invoiced amount which is equal to the value to the customer of NRG’s performance obligation completed to date. Financial transactions used to hedge the sale of electricity are recorded net within revenues in the consolidated statements of operations in accordance with ASC 815. Ancillary revenues, included in Other revenue, are recognized over time as the obligation is fulfilled, using the output method for measuring progress of satisfaction of performance obligations. 102 Capacity Revenue The Company's largest sources of capacity revenues are capacity auctions in PJM and NYISO. Capacity revenues also include revenues billed to a third-party at either market or negotiated contract terms for making installed generation and demand response capacity available in order to satisfy system integrity and reliability requirements. Payment terms vary from 15 to 55 days. Capacity revenues are recognized over time, using the output method for measuring progress of satisfaction of performance obligations. The Company applies the invoicing practical expedient in recognizing capacity revenue. Under the practical expedient, revenue is recognized based on the invoiced amount which is equal to the value to the customer of NRG’s performance obligation completed to date. Performance Obligations 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. The cleared auction MWs are subject to penalties for non-performance. Disaggregated Revenues The following tables represent the Company’s disaggregation of revenue from contracts with customers for the years ended December 31, 2025, 2024, and 2023: For the Year Ended December 31, 2025 (In millions) Texas East West/Other Vivint Smart Home Corporate/Eliminations Total Retail revenue: Home $ 7,172 $ 2,502 $ 1,167 $ 2,144 $ ( 18 ) $ 12,967 Business 3,724 10,965 1,887 — — 16,576 Total retail revenue (a) 10,896 13,467 3,054 2,144 ( 18 ) 29,543 Energy revenue (a) 49 441 101 — ( 1 ) 590 Capacity revenue (a) — 267 14 — ( 1 ) 280 Mark-to-market for economic hedging activities (b) — 7 10 — ( 5 ) 12 Contract amortization — ( 6 ) — — — ( 6 ) Other revenue (a) 194 87 23 — ( 10 ) 294 Total revenue 11,139 14,263 3,202 2,144 ( 35 ) 30,713 Less: Revenues accounted for under topics other than ASC 606 and ASC 815 — 36 8 120 — 164 Less: Realized and unrealized ASC 815 revenue 31 167 10 — ( 6 ) 202 Total revenue from contracts with customers $ 11,108 $ 14,060 $ 3,184 $ 2,024 $ ( 29 ) $ 30,347 (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/Other Vivint Smart Home Corporate/Eliminations Total Retail revenue $ — $ 37 $ — $ — $ — $ 37 Energy revenue — 55 — — ( 1 ) 54 Capacity revenue — 63 — — — 63 Other revenue 31 5 — — — 36 (b) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815 103 For the Year Ended December 31, 2024 (In millions) Texas East West/Other Vivint Smart Home Corporate/Eliminations Total Retail revenue: Home $ 6,836 $ 2,453 $ 1,683 $ 1,991 $ ( 17 ) $ 12,946 Business 3,564 8,794 1,845 — — 14,203 Total retail revenue (a) 10,400 11,247 3,528 1,991 ( 17 ) 27,149 Energy revenue (a) 41 242 229 — ( 12 ) 500 Capacity revenue (a) — 156 24 — ( 3 ) 177 Mark-to-market for economic hedging activities (b) — ( 23 ) 16 — 4 ( 3 ) Contract amortization — ( 27 ) ( 2 ) — — ( 29 ) Other revenue (a) 210 114 24 — ( 12 ) 336 Total revenue 10,651 11,709 3,819 1,991 ( 40 ) 28,130 Less: Revenues accounted for under topics other than ASC 606 and ASC 815 — 57 6 55 ( 1 ) 117 Less: Realized and unrealized ASC 815 revenue 30 168 75 — ( 8 ) 265 Total revenue from contracts with customers $ 10,621 $ 11,484 $ 3,738 $ 1,936 $ ( 31 ) $ 27,748 (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/Other Vivint Smart Home Corporate/Eliminations Total Retail revenue $ — $ 36 $ — $ — $ — $ 36 Energy revenue — 79 63 — ( 12 ) 130 Capacity revenue — 76 — — — 76 Other revenue 30 — ( 4 ) — — 26 (b) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815 104 For the Year Ended December 31, 2023 (In millions) Texas East West/Other Vivint Smart Home (a) Corporate/Eliminations Total Retail revenue: Home $ 6,538 $ 2,195 $ 1,849 $ 1,589 $ — $ 12,171 Business 3,492 9,751 2,053 — — 15,296 Total retail revenue (b) 10,030 11,946 3,902 1,589 — 27,467 Energy revenue (b) 77 291 185 — — 553 Capacity revenue (b) — 197 2 — ( 2 ) 197 Mark-to-market for economic hedging activities (c) — 57 104 — ( 17 ) 144 Contract amortization — ( 32 ) — — — ( 32 ) Other revenue (b) 367 90 48 — ( 11 ) 494 Total revenue 10,474 12,549 4,241 1,589 ( 30 ) 28,823 Less: Revenues accounted for under topics other than ASC 606 and ASC 815 — 17 7 28 — 52 Less: Realized and unrealized ASC 815 revenue 29 364 139 — ( 17 ) 515 Total revenue from contracts with customers $ 10,445 $ 12,168 $ 4,095 $ 1,561 $ ( 13 ) $ 28,256 (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 Energy revenue — 162 13 — 1 176 Capacity revenue — 73 — — — 73 Other revenue 29 ( 2 ) 22 — ( 1 ) 48 (c) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815 Contract Balances The following table reflects the contract assets and liabilities included in the Company's balance sheet as of December 31, 2025 and 2024: (In millions) December 31, 2025 December 31, 2024 Capitalized contract costs (included in Prepayments and other current assets and Other non-current assets) $ 1,680 $ 1,220 Accounts receivable, net - Contracts with customers 3,924 3,393 Accounts receivable, net - Accounted for under topics other than ASC 606 135 90 Accounts receivable, net - Affiliate 6 5 Total accounts receivable, net $ 4,065 $ 3,488 Unbilled revenues (included within Accounts receivable, net - Contracts with customers) $ 1,747 $ 1,548 Deferred revenues (a) $ 1,643 $ 1,573 (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, 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. 105 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. Capitalized contract costs are amortized to depreciation and amortization on a straight-line basis over the expected period of benefit of five years . When the Company receives consideration from the customer that is in excess of the amount due, such consideration is reclassified to deferred revenue, which represents a contract liability. Smart home products and services performance obligations are recognized over the customer's contract term, which is generally three to five years . Energy contract liabilities are generally recognized to revenue in the next period as the Company satisfies its performance obligations. Note 4 — Acquisitions and Dispositions Acquisitions 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) $ 6,851 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 3,728 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. 106 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 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. surviving the merger as a wholly-owned subsidiary of the Company. Dedicated to redefining the home experience with intelligent products and services, Vivint Smart Home brought approximately two million subscribers to NRG. Vivint Smart Home's single, expandable platform incorporates artificial intelligence and machine learning into its operating system and its vertically integrated business model includes hardware, software, sales, installation, customer service and technical support and professional monitoring, enabling superior subscriber experiences and a complete end-to-end smart home experience. The acquisition accelerated the realization of NRG's consumer-focused growth strategy and creates a leading essential home services platform fueled by market-leading brands, unparalleled insights, proprietary technologies and complementary sales channels. NRG paid $ 12 per share, or approximately $ 2.6 billion in cash. The Company funded the acquisition using: • proceeds of $ 724 million from newly issued $ 740 million 7.000 % Senior Secured First Lien Notes due 2033, net of issuance costs and discount; • proceeds of $ 635 million from newly issued $ 650 million 10.25 % Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, net of issuance costs; • proceeds of approximately $ 900 million drawn from its Revolving Credit Facility and Receivables Securitization Facilities; and • cash on hand. 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: (In millions) Vivint Smart Home, Inc. common shares outstanding as of March 10, 2023 of 216,901,639 at $ 12.00 per share $ 2,603 Other Vivint Smart Home, Inc. equity instruments (Cash out RSUs and PSUs, Stock Appreciation Rights, Private Placement Warrants) 6 Total Cash Consideration $ 2,609 Fair value of acquired Vivint Smart Home, Inc. equity awards attributable to pre-combination service 14 Total Consideration $ 2,623 Dispositions 2024 Disposition Sale of Airtron On September 16, 2024, the Company closed on the sale of its 100 % ownership in the Airtron business unit. 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/Other region of operations. 107 2023 Dispositions Sale of the 44 % equity interest in STP On November 1, 2023, the Company closed on the sale of its 44 % equity interest in STP to Constellation Energy Generation ("Constellation"). Proceeds of $ 1.75 billion were reduced by working capital and other adjustments of $ 96 million, resulting in net proceeds of $ 1.654 billion. The Company recorded a gain on the sale of $ 1.2 billion within the Texas region of operations. Sale of Gregory On October 2, 2023, the Company closed on the sale of its 100 % ownership in the Gregory natural gas generating facility in Texas for $ 102 million. The Company recorded a gain on the sale of $ 82 million . Sale of Astoria 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. Note 5 — Fair Value of Financial Instruments For cash and cash equivalents, funds deposited by counterparties, restricted cash, accounts and other receivables, accounts payable and cash collateral paid and received in support of energy risk management activities, the carrying amount approximates fair value because of the short-term maturity of those instruments and are classified as Level 1 within the fair value hierarchy. The estimated carrying value and fair value of the Company's long-term debt, including current portion, is as follows: As of December 31, 2025 2024 (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 16,033 372 10,252 — Total long-term debt, including current portion $ 16,033 $ 372 $ 10,761 $ — 108 Fair Value Accounting under ASC 820 ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: • Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. NRG's financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities, energy derivatives, and trust fund investments. • Level 2 — inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. NRG's financial assets and liabilities utilizing Level 2 inputs include fixed income securities, exchange-based derivatives, and over the counter derivatives such as swaps, options and forward contracts. • Level 3 — unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. NRG's financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models. In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement in its entirety. Recurring Fair Value Measurements Derivative assets and liabilities, debt securities, equity securities and trust fund investments, which were comprised of various U.S. debt and equity securities, are carried at fair market value. The following tables present assets and liabilities measured and recorded at fair value on the Company's consolidated balance sheets on a recurring basis and their level within the fair value hierarchy: As of December 31, 2025 Fair Value (In millions) Total Level 1 Level 2 Level 3 Investments in securities (classified within other current and non-current assets) $ 33 $ — $ 33 $ — Derivative assets: Interest rate contracts — — — — Foreign exchange contracts 3 — 3 — Commodity contracts (a) 3,132 267 2,552 313 Equity securities measured using net asset value practical expedient (classified within other non-current assets) 7 Total assets $ 3,175 $ 267 $ 2,588 $ 313 Derivative liabilities: Interest rate contracts $ 4 $ — $ 4 $ — Foreign exchange contracts 3 — 3 — Commodity contracts (a) 2,932 352 2,377 203 Consumer Financing Program 283 — — 283 Total liabilities $ 3,222 $ 352 $ 2,384 $ 486 (a) Excludes $ 622 million of derivative assets and $ 138 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 109 As of December 31, 2024 Fair Value (In millions) Total Level 1 Level 2 Level 3 Investments in securities (classified within other current and non-current assets) $ 28 $ — $ 28 $ — Derivative assets: Interest rate contracts 9 — 9 — Foreign exchange contracts 22 — 22 — 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 Total assets $ 3,433 $ 528 $ 2,704 $ 195 Derivative liabilities: Interest rate contracts $ 3 $ — $ 3 $ — Foreign exchange contracts 1 — 1 — 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: Fair Value Measurement Using Significant Unobservable Inputs (Level 3) Commodity Derivatives (a) For the Year Ended December 31, (In millions) 2025 2024 Beginning balance $ 39 $ 119 Contracts added from Texas Generation Portfolio acquisition ( 91 ) — Total gains/(losses) realized/unrealized included in earnings 83 ( 113 ) Purchases 39 42 Transfers into Level 3 (b) 40 2 Transfers out of Level 3 (b) — ( 11 ) Ending balance $ 110 $ 39 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 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. 110 The following table reconciles, for the years ended December 31, 2025 and 2024, the beginning and ending balances of the contractual obligations from the Consumer Financing Program that are recognized at fair value in the condensed consolidated financial statements, using significant unobservable inputs: Fair Value Measurement Using Significant Unobservable Inputs (Level 3) Consumer Financing Program For the Year Ended December 31, (In millions) 2025 2024 Beginning balance $ ( 203 ) $ ( 134 ) New contractual obligations ( 198 ) ( 147 ) Settlements 139 92 Total losses included in earnings ( 21 ) ( 14 ) Ending balance $ ( 283 ) $ ( 203 ) Gains and losses that are related to the Consumer Financing Program derivative are recorded in other income, net. Derivative fair value measurements 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. These contracts are valued based on various valuation techniques including but not limited to internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. As of December 31, 2025, contracts valued with prices provided by models and other valuation techniques make up 10 % of derivative assets and 15 % of derivative liabilities. The fair value of each contract is discounted using a risk free interest rate. In addition, the Company applies a credit reserve to reflect credit risk, which for foreign exchange contracts and interest rate swaps is calculated utilizing the bilateral method based on published default probabilities. For commodities, to the extent that NRG's net exposure under a specific master agreement is an asset, the Company uses the counterparty's default swap rate. If the exposure under a specific master agreement is a liability, the Company uses NRG's default swap rate. 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, 2025, the credit reserve was immaterial. As of December 31, 2024, the credit reserve resulted in $ 1 million decrease primarily within cost of operations. The fair values in each category reflect the level of forward prices and volatility factors as of December 31, 2025 and may change as a result of changes in these factors. Management uses its best estimates to determine the fair value of commodity and derivative contracts NRG holds and sells. These estimates consider various factors including closing exchange, consensus and over-the-counter price quotations, time value, volatility factors and credit exposure. 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. 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. The basis spread is based on observable market data when available or derived from historic prices and forward market prices from similar observable markets when not available. Forward capacity prices are based on market information, forecasted future electricity demand and supply, past auctions and internally developed pricing models. 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. The Consumer Financing Program derivatives are valued using a discounted cash flow model, with inputs consisting of available market data, such as market yield discount rates, as well as unobservable internally derived assumptions, such as collateral prepayment rates, collateral default rates and credit loss rates. 111 The following tables quantify the significant unobservable inputs used in developing the fair value of the Company's Level 3 positions as of December 31, 2025 and 2024: Significant Unobservable Inputs December 31, 2025 Fair Value Input/Range (in millions, except as noted) Assets Liabilities Valuation Technique Significant Unobservable Input Low High Weighted Average Natural Gas Contracts $ 47 $ 40 Discounted Cash Flow Forward Market Price ($ per MMBtu) $ 0 $ 17 $ 5 Power Contracts 168 64 Discounted Cash Flow Forward Market Price ($ per MWh) 0 125 29 Capacity Contracts 20 18 Discounted Cash Flow Forward Market Price ($ per MW/Day) 49 577 270 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 % Discounted Cash Flow Collateral Prepayment Rates 2.00 % 3.00 % 2.52 % Discounted Cash Flow Credit Loss Rates 6.40 % 60.00 % 16.94 % $ 313 $ 486 112 Significant Unobservable Inputs December 31, 2024 Fair Value Input/Range (in millions, except as noted) Assets Liabilities Valuation Technique Significant Unobservable Input Low High Weighted Average Natural Gas Contracts $ 56 $ 15 Discounted Cash Flow Forward Market Price ($ per MMBtu) $ 2 $ 27 $ 4 Power Contracts 57 86 Discounted Cash Flow Forward Market Price ($ per MWh) 0 109 39 Capacity Contracts 34 13 Discounted Cash Flow Forward Market Price ($ per MW/Day) 16 510 220 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 Consumer Financing Program — 203 Discounted Cash Flow Collateral Default Rates 0.52 % 76.80 % 11.71 % Discounted Cash Flow Collateral Prepayment Rates 2.00 % 3.00 % 2.83 % Discounted Cash Flow Credit Loss Rates 6.00 % 60.00 % 14.22 % $ 195 $ 359 The following table provides sensitivity of fair value measurements to increases/(decreases) in significant unobservable inputs as of December 31, 2025 and 2024: Significant Unobservable Input Position Change In Input Impact on Fair Value Measurement Forward Market Price Natural Gas/Power/Capacity/Renewable Energy Certificates Buy Increase/(Decrease) Higher/(Lower) Forward Market Price Natural Gas/Power/Capacity/Renewable Energy Certificates Sell Increase/(Decrease) Lower/(Higher) FTR Prices Buy Increase/(Decrease) Higher/(Lower) 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) Collateral Prepayment Rates n/a Increase/(Decrease) Lower/(Higher) Credit Loss Rates n/a Increase/(Decrease) Higher/(Lower) Under the guidance of ASC 815, entities may choose to offset cash collateral posted or received against the fair value of derivative positions executed with the same counterparties under the same master netting agreements. The Company has chosen not to offset positions as defined in ASC 815. As of December 31, 2025, the Company recorded $ 365 million of cash collateral posted and $ 260 million of cash collateral received on its balance sheet. Concentration of Credit Risk In addition to the credit risk discussion as disclosed in Note 2, Summary of Significant Accounting Policies , the following item is a discussion of the concentration of credit risk for the Company's financial instruments. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process; (ii) a daily monitoring of counterparties' credit limits; (iii) the use of credit mitigation measures such as margin, collateral, prepayment arrangements, or volumetric limits; (iv) the use of payment netting agreements; and (v) the use of master netting 113 agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified portfolio of counterparties. The Company also has credit protection within various agreements to call on additional collateral support if and when necessary. Cash margin is collected and held at the Company to cover the credit risk of the counterparty until positions settle. Counterparty Credit Risk As of December 31, 2025, counterparty credit exposure, excluding credit exposure from RTOs, ISOs, and registered commodity exchanges and certain long-term agreements, was $ 1.7 billion and NRG held collateral (cash and letters of credit) against those positions of $ 408 million, resulting in a net exposure of $ 1.3 billion. NRG periodically receives collateral from counterparties in excess of their exposure. Collateral amounts shown include such excess while net exposure shown excludes excess collateral received. Approximately 66 % of the Company's exposure before collateral is expected to roll off by the end of 2027. Counterparty credit exposure is valued through observable market quotes and discounted at a risk free interest rate. The following tables highlight net counterparty credit exposure by industry sector and by counterparty credit quality. Net counterparty credit exposure is defined as the aggregate net asset position for NRG with counterparties where netting is permitted under the enabling agreement and includes all cash flow, mark-to-market and NPNS, and non-derivative transactions. The exposure is shown net of collateral held and includes amounts net of receivables or payables. Category Net Exposure (a) (b) (% of Total) Utilities, energy merchants, marketers and other 74 % Financial institutions 26 Total 100 % Category Net Exposure (a) (b) (% of Total) Investment grade 67 % Non-Investment grade/Non-Rated 33 Total 100 % (a) Counterparty credit exposure excludes coal transportation contracts because of the unavailability of market prices (b) The figures in the tables above exclude potential counterparty credit exposure related to RTOs, ISOs, registered commodity exchanges and certain long term contracts The Company had no exposure to wholesale counterparties in excess of 10 % of the total Net Exposure discussed above as of December 31, 2025. Changes in hedge positions and market prices will affect credit exposure and counterparty concentration. RTOs and ISOs The Company participates in the organized markets of CAISO, ERCOT, AESO, IESO, ISO-NE, MISO, NYISO and PJM, known as RTOs or ISOs. Trading in the majority of these markets is approved by FERC, whereas in the case of ERCOT, it is approved by the PUCT, and whereas in the case of AESO and IESO, both exist provincially with AESO primarily subject to Alberta Utilities Commission and the IESO subject to the Ontario Energy Board. These ISOs may include credit policies that, under certain circumstances, require that losses arising from the default of one member on spot market transactions be shared by the remaining participants. As a result, the counterparty credit risk to these markets is limited to NRG’s share of the overall market and are excluded from the above exposures. Exchange Traded Transactions The Company enters into commodity transactions on registered exchanges, notably ICE, NYMEX and Nodal. These clearinghouses act as the counterparty and transactions are subject to extensive collateral and margining requirements. As a result, these commodity transactions have limited counterparty credit risk. Long-Term Contracts Counterparty credit exposure described above excludes credit risk exposure under certain long term contracts, primarily solar under Renewable PPAs. As external sources or observable market quotes are not always available to estimate such exposure, the Company values these contracts based on various techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. Based on these valuation techniques, as of December 31, 2025, aggregate credit risk exposure managed by NRG to these counterparties was approximately $ 789 million for the next five years. 114 Retail Customer Credit Risk The Company is exposed to retail credit risk through the Company's retail electricity and gas providers, which serve Home and Business customers. Retail credit risk results in losses when a customer fails to pay for services rendered. The losses may result from both nonpayment of customer accounts receivable and the loss of in-the-money forward value. The Company manages retail credit risk through the use of established credit policies that include monitoring of the portfolio and the use of credit mitigation measures such as deposits or prepayment arrangements. As of December 31, 2025, the Company's retail customer credit exposure to Home and Business customers was diversified across many customers and various industries, as well as government entities. Current economic conditions may affect the Company's customers' ability to pay bills in a timely manner, which could increase customer delinquencies and may lead to an increase in credit losses. 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. Note 6 — Accounting for Derivative Instruments and Hedging Activities ASC 815 requires the Company to recognize all derivative instruments on the balance sheet as either assets or liabilities and to measure them at fair value each reporting period unless they qualify for a NPNS exception. The Company may elect to designate certain derivatives as cash flow hedges, if certain conditions are met, and defer the change in fair value of the derivatives to accumulated OCI, until the hedged transactions occur and are recognized in earnings. For derivatives that are not designated as cash flow hedges or do not qualify for hedge accounting treatment, the changes in the fair value will be immediately recognized in earnings. Certain derivative instruments may qualify for the NPNS exception and are therefore exempt from fair value accounting treatment. ASC 815 applies to NRG's energy related commodity contracts, foreign exchange contracts, interest rate swaps and Consumer Financing Program. As the Company engages principally in the trading and marketing of its generation assets and retail operations, some of NRG's commercial activities qualify for NPNS accounting. Most of the retail load contracts either qualify for the NPNS exception or fail to meet the criteria for a derivative and the majority of the retail supply and fuels supply contracts are recorded under mark-to-market accounting. All of NRG's hedging and trading activities are subject to limits within the Company's Risk Management Policy. On October 1, 2024, the Company elected NPNS for certain existing derivative contracts. Upon election of NPNS, the Company discontinued derivative accounting treatment and will no longer remeasure the derivative contracts at fair value each reporting period. The fair values of these derivative contracts were frozen as of October 1, 2024 and the Company is derecognizing the fair values to earnings at the same time as the contracts mature. The values of these contracts are included in Derivative instruments captions in the Consolidated Balance Sheets. Subsequent to the election date, costs associated with these contracts will be recorded when the underlying physical transaction is delivered. These derivative contracts extend through 2036. Energy-Related Commodities To manage the commodity price risk associated with the Company's competitive supply activities and the price risk associated with wholesale power sales from the Company's electric generation facilities and retail power and gas sales from NRG's retail operations, NRG enters into a variety of derivative and non-derivative hedging instruments, utilizing the following: • Forward contracts, which commit NRG to purchase or sell energy commodities or fuels in the future; • Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument; • Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined contractual, or notional, quantity; • Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity; and • Weather derivative products used to mitigate a portion of lost revenue due to weather. The objectives for entering into derivative contracts designated as hedges include: • Fixing the price of a portion of anticipated power and gas purchases for the Company's retail sales; • Fixing the price for a portion of anticipated future electricity sales that provides an acceptable return on the Company's electric generation operations; and • Fixing the price of a portion of anticipated fuel purchases for the operation of the Company's power plants. 115 These contracts are recognized on the balance sheet at fair value and changes in the fair value of these derivative financial instruments are recognized in earnings. As of December 31, 2025, NRG's derivative assets and liabilities consisted primarily of the following: • Forward and financial contracts for the purchase/sale of electricity and related products economically hedging NRG's generation assets' forecasted output or NRG's retail load obligations through 2036; • Forward and financial contracts for the purchase of fuel commodities relating to the forecasted usage of NRG's generation assets through 2027; • Other energy derivatives instruments extending through 2029. Also, as of December 31, 2025, NRG had other energy-related contracts that did not meet the definition of a derivative instrument or qualified for the NPNS exception and were therefore exempt from fair value accounting treatment as follows: • Load-following forward electric sale contracts extending through 2037; • Load-following forward natural gas purchase and sale contracts extending through 2035; • Power tolling contracts through 2036; • Coal purchase contracts through 2027; • Power transmission contracts through 2030; • Natural gas transportation contracts through 2050; • Natural gas storage agreements through 2035; and • Coal transportation contracts through 2034. Foreign Exchange Contracts In order to mitigate foreign exchange risk primarily associated with the purchase of USD denominated natural gas for the Company's Canadian business, NRG enters into foreign exchange contract agreements through 2029. Interest Rate Swaps NRG is exposed to changes in interest rate through the Company's issuance of variable rate debt. 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 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 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. Changes to the fair value are recorded through other income, net in the consolidated statement of operations. The following represent the contractual future payment obligations with the Financing Providers under the Consumer Financing Program that are components of the derivative: • Vivint Smart Home pays either a monthly fee based on the average daily outstanding balance of the loans, or the number of outstanding loans, depending on the Financing Provider; • Vivint Smart Home shares the liability for credit losses depending on the credit quality of the customer; and • Vivint Smart Home pays transactional fees associated with customer payment processing. The derivative is classified as a Level 3 instrument. The derivative positions are valued using a discounted cash flow model, with inputs consisting of available market data, such as market yield discount rates, as well as unobservable internally derived assumptions, such as collateral prepayment rates, collateral default rates and credit loss rates. In summary, the fair value represents an estimate of the present value of the cash flows Vivint Smart Home will be obligated to pay to the Financing Provider for each component of the derivative. 116 Volumetric Underlying Derivative Transactions The following table summarizes the net notional volume buy/(sell) of NRG's open derivative transactions broken out by commodity, excluding those derivatives that qualified for the NPNS exception as of December 31, 2025 and 2024. Option contracts are reflected using delta volume. Delta volume equals the notional volume of an option adjusted for the probability that the option will be in-the-money at its expiration date. Total Volume (In millions) Category Units December 31, 2025 December 31, 2024 Emissions Short Ton 2 1 Renewables Energy Certificates Certificates 13 13 Coal Short Ton 8 10 Natural Gas MMBtu 907 861 Power MWh 103 91 Interest Dollars 700 700 Foreign Exchange Dollars 437 410 Consumer Financing Program Dollars 1,354 1,219 Fair Value of Derivative Instruments The following table summarizes the fair value within the derivative instrument valuation on the balance sheet: Fair Value Derivative Assets Derivative Liabilities (In millions) December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Derivatives Not Designated as Cash Flow or Fair Value Hedges : Interest rate contracts - current $ — $ — $ 4 $ 3 Interest rate contracts - long-term — 9 — — Foreign exchange contracts - current 2 15 1 — Foreign exchange contracts - long-term 1 7 2 1 Commodity contracts - current 1,991 2,295 1,997 2,067 Commodity contracts - long-term 1,141 1,073 935 903 Consumer Financing Program - current — — 184 137 Consumer Financing Program - long-term — — 99 66 Derivatives Not Designated as Cash Flow or Fair Value Hedges $ 3,135 $ 3,399 $ 3,222 $ 3,177 Deferred gains/losses on NPNS contracts - current 196 376 71 90 Deferred gains/losses on NPNS contracts - long-term 426 621 67 137 Deferred gains/losses on NPNS contracts (a) $ 622 $ 997 $ 138 $ 227 Total Derivatives Not Designated as Cash Flow or Fair Value Hedges $ 3,757 $ 4,396 $ 3,360 $ 3,404 (a) Balances related to certain derivative contracts that were previously accounted for as derivative contracts following the election of the NPNS exemption and the discontinuance of derivative accounting treatment as of the election date 117 The Company has elected to present derivative assets and liabilities on the balance sheet on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level. In addition, collateral received or paid on the Company's derivative assets or liabilities are recorded on a separate line item on the balance sheet. The following table summarizes the offsetting derivatives by counterparty master agreement level and collateral received or paid: Gross Amounts Not Offset in the Statement of Financial Position (In millions) Gross Amounts of Recognized Assets/Liabilities Derivative Instruments Cash Collateral (Held)/Posted Net Amount As of December 31, 2025 Interest rate contracts: Derivative liabilities $ ( 4 ) $ — $ — $ ( 4 ) Foreign exchange contracts: Derivative assets $ 3 $ ( 2 ) $ — $ 1 Derivative liabilities ( 3 ) 2 — ( 1 ) Total foreign exchange contracts $ — $ — $ — $ — Commodity contracts: Derivative assets $ 3,754 $ ( 2,724 ) $ ( 215 ) $ 815 Derivative liabilities ( 3,070 ) 2,724 137 ( 209 ) Total commodity contracts $ 684 $ — $ ( 78 ) $ 606 Consumer Financing Program: Derivative liabilities $ ( 283 ) $ — $ — $ ( 283 ) Total derivative instruments $ 397 $ — $ ( 78 ) $ 319 Gross Amounts Not Offset in the Statement of Financial Position (In millions) Gross Amounts of Recognized Assets/Liabilities Derivative Instruments Cash Collateral (Held)/Posted Net Amount As of December 31, 2024 Interest rate contracts: Derivative assets $ 9 $ ( 3 ) $ — $ 6 Derivative liabilities ( 3 ) 3 — — Total interest rate contracts 6 — — 6 Foreign exchange contracts: Derivative assets $ 22 $ ( 1 ) $ — $ 21 Derivative liabilities ( 1 ) 1 — — Total foreign exchange contracts $ 21 $ — $ — $ 21 Commodity contracts: Derivative assets $ 4,365 $ ( 2,992 ) $ ( 168 ) $ 1,205 Derivative liabilities ( 3,197 ) 2,992 61 ( 144 ) Total commodity contracts $ 1,168 $ — $ ( 107 ) $ 1,061 Consumer Financing Program: Derivative liabilities $ ( 203 ) $ — $ — $ ( 203 ) Total derivative instruments $ 992 $ — $ ( 107 ) $ 885 118 Impact of Derivative Instruments on the Statement of Operations Unrealized gains and losses associated with changes in the fair value of derivative instruments that are not accounted for as cash flow hedges are reflected in current period results of operations. The following tables summarize the pre-tax effects of economic hedges that have not been designated as cash flow hedges or fair value hedges and trading activity on the Company's statement of operations. The effect of foreign exchange and commodity hedges is included within revenues and cost of operations. The effect of the interest rate contracts is included within interest expense. The effect of the Consumer Financing Program is included in other income, net. Year Ended December 31, (In millions) 2025 2024 2023 Unrealized mark-to-market results Reversal of previously recognized unrealized (gains)/losses on settled positions related to economic hedges (a) $ ( 432 ) $ 106 $ ( 1,734 ) Reversal of acquired loss positions related to economic hedges 47 5 20 Net unrealized gains/(losses) on open positions related to economic hedges 39 95 ( 1,149 ) Total unrealized mark-to-market (losses)/gains for economic hedging activities ( 346 ) 206 ( 2,863 ) Reversal of previously recognized unrealized losses/(gains) on settled positions related to trading activity 2 ( 1 ) 13 Net unrealized gains on open positions related to trading activity 3 2 25 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, (In millions) 2025 2024 2023 Total impact to statement of operations - interest rate contracts $ ( 10 ) $ 3 $ 4 Unrealized gains/(losses) included in revenues - commodities $ 17 $ ( 2 ) $ 182 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 $ ( 341 ) $ 207 $ ( 2,825 ) Total impact to statement of operations - Consumer Financing Program $ ( 21 ) $ ( 14 ) $ ( 16 ) The reversals of acquired loss/(gain) positions were valued based upon the forward prices on the acquisition date. 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. 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, 2025 was $ 1.0 billion. The Company is also a party to certain 119 marginable agreements under which it has a net liability position, but the counterparty has not called for the collateral due, which was approximately $ 207 million as of December 31, 2025. In the event of a downgrade in the Company's credit rating and if called for by the counterparty, $ 55 million of additional collateral would be required for all contracts with credit rating contingent features as of December 31, 2025. See Note 5, Fair Value of Financial Instruments, for discussion regarding concentration of credit risk. Note 7 — Inventory Inventory consisted of: As of December 31, (In millions) 2025 2024 Coal $ 111 $ 194 Natural gas 177 126 Fuel oil 11 8 Finished goods 73 79 Spare parts 89 71 Total Inventory $ 461 $ 478 Note 8 — Property, Plant and Equipment The Company's major classes of property, plant, and equipment were as follows: As of December 31, Depreciable (In millions) 2025 2024 Lives Facilities and equipment $ 2,877 $ 1,972 1 - 40 years Land and improvements 272 255 Software 728 582 5 years Hardware and office equipment and furnishings 333 278 2 - 10 years Construction in progress 1,196 442 Total property, plant, and equipment 5,406 3,529 Accumulated depreciation ( 1,774 ) ( 1,508 ) 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. Note 9 — Leases The Company leases generating facilities, land, office and equipment, railcars, fleet vehicles and storefront space at retail stores. Operating leases with an initial term greater than twelve months are recognized as right-of-use assets and lease liabilities in the consolidated balance sheets. The Company made an accounting policy election, as permitted by ASC 842, for all asset classes not to recognize right-of-use assets and lease liabilities in the consolidated balance sheets for its short-term leases, which are leases that have a lease term of twelve months or less. For the initial measurement of lease liabilities, the discount rate that the Company uses is either the rate implicit in the lease, if known, or its incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, over a similar term an amount equal to the payments for the lease. The Company recognizes lease expense for all operating leases on a straight-line basis over the lease term. In the future, should another systematic basis become more representative of the pattern in which the lessee expects to consume the remaining economic benefit of the right-of-use asset, the Company will use that basis for lease expense. The Company considers a contract to be or to contain a lease when both of the following conditions apply: 1) an asset is either explicitly or implicitly identified in the contract and 2) the contract conveys to the Company the right to control the use of the identified asset for a period of time. The Company has the right to control the use of the identified asset when the Company has both the right to obtain substantially all the economic benefits from the use of the identified asset and the right to direct how and for what purpose the identified asset is used throughout the period of use. Lease payments are typically fixed and payable on a monthly, quarterly, semi-annual or annual basis. Lease payments under certain agreements may escalate over the lease term either by a fixed percentage or a fixed dollar amount. Certain leases 120 may provide for variable lease payments in the form of payments based on unit availability, usage, a percentage of sales from the location under lease, or index-based (e.g., the U.S. Consumer Price Index) adjustments to lease payments. The Company has no leases which contain residual value guarantees provided by the Company as a lessee. Lease Cost: For the Year Ended December 31, (In millions) 2025 2024 2023 Finance lease cost $ 9 $ 9 $ 8 Amortization of right-of-use assets 8 8 7 Interest on lease liabilities 1 1 1 Operating lease cost (a) 63 89 93 Short-term lease cost 46 32 42 Variable lease cost 138 91 91 Sublease income — — ( 2 ) Total lease cost $ 256 $ 221 $ 232 (a) Cottonwood lease ended in May 2025 Other information: For the Year Ended December 31, (In millions) 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 187 $ 190 $ 195 Financing cash flows from finance leases 8 8 7 Right-of-use assets obtained in exchange for new finance lease liabilities 19 13 17 Right-of-use assets obtained in exchange for new operating lease liabilities 32 69 52 Lease Term and Discount Rate for leases: December 31, 2025 December 31, 2024 Finance leases: Weighted average remaining lease term (in years) 3.7 2.7 Weighted average discount rate 6.24 % 6.26 % Operating leases: Weighted average remaining lease term (in years) 7.8 5.4 Weighted average discount rate 6.26 % 6.23 % As of December 31, 2025, annual payments based on the maturities of the Company's operating leases are expected to be as follows: In millions 2026 $ 50 2027 46 2028 36 2029 25 2030 22 Thereafter 104 Total undiscounted lease payments $ 283 Less: present value adjustment ( 104 ) Total discounted lease payments $ 179 121 Note 10 — Asset Impairments 2025 Impairment Losses During the fourth quarter of 2025, 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. 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 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 . 2024 Impairment Losses During the fourth quarter of 2024, 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. 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 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 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/Other segment. 2023 Impairment Losses 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. 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. 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 . 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/Other segments, respectively. 122 Note 11 — Goodwill and Other Intangibles Goodwill 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/Other Vivint Smart Home Total Balance as of January 1, 2024 $ 643 $ 721 $ 192 $ 3,523 $ 5,079 Impairment — — ( 15 ) — ( 15 ) Sale of Airtron — — ( 43 ) — ( 43 ) Foreign currency translation adjustments — — ( 10 ) — ( 10 ) Balance as of December 31, 2024 $ 643 $ 721 $ 124 $ 3,523 $ 5,011 Foreign currency translation adjustments — — 6 — 6 Balance as of December 31, 2025 $ 643 $ 721 $ 130 $ 3,523 $ 5,017 Intangible Assets The Company's intangible assets as of December 31, 2025, primarily reflect intangible assets established with the acquisitions of various companies, including Vivint Smart Home, Direct Energy, other retail acquisitions and Texas Genco. 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. These emission allowances are held-for-use and are amortized to cost of operations based on units of production. • 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. • 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. Marketing partnerships are amortized to depreciation and amortization expense based on the expected discounted future net cash flows by year. • Technology — These intangibles represent the fair value at the acquisition date of developed technology for Vivint Smart Home integrated software and products. Technology is amortized to depreciation and amortization expense, ratably based on the expected discounted future net cash flows by year. • Trade names — These intangibles are amortized to depreciation and amortization expense on a straight-line basis. • Other — These intangibles primarily include renewable energy certificates. RECs are retired, as required, for the applicable compliance period. 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. 123 The following tables summarize the components of NRG's intangible assets: (In millions) Year Ended December 31, 2025 Customer Relationships Emission Allowances Customer and Supply Contracts Marketing Partnerships Technology Trade Names Other (a) Total January 1, 2025 $ 3,093 $ 625 $ 606 $ 294 $ 861 $ 801 $ 260 $ 6,540 Purchases — 58 — — — — 543 601 Acquisition of businesses (b) 32 — — — — — — 32 Usage/Sales/Retirements/Transfers — ( 50 ) — — — — ( 508 ) ( 558 ) Write-off of fully amortized balances ( 81 ) ( 1 ) — — — ( 193 ) ( 45 ) ( 320 ) Other 2 ( 5 ) 1 1 ( 1 ) 3 1 2 December 31, 2025 3,046 627 607 295 860 611 251 6,297 Less accumulated amortization ( 1,843 ) ( 548 ) ( 450 ) ( 217 ) ( 632 ) ( 296 ) ( 2 ) ( 3,988 ) Net carrying amount $ 1,203 $ 79 $ 157 $ 78 $ 228 $ 315 $ 249 $ 2,309 (a) RECs are not subject to amortization and had a carrying value of $ 248 million (b) The weighted average amortization period for total amortizable intangible assets is approximately 5 years (In millions) Year Ended December 31, 2024 Customer Relationships Emission Allowances Customer and Supply Contracts Marketing Partnerships Technology Trade Names Other (a) Total January 1, 2024 $ 3,464 $ 628 $ 609 $ 295 $ 860 $ 841 $ 224 $ 6,921 Purchases — 22 — — — — 497 519 Acquisition of businesses (b) 35 — — — — — — 35 Usage/Sales/Retirements — ( 19 ) — — — — ( 461 ) ( 480 ) Write-off of fully amortized balances ( 146 ) — — — — ( 11 ) — ( 157 ) Sale of Airtron (c) ( 255 ) — — — — ( 24 ) — ( 279 ) Other ( 5 ) ( 6 ) ( 3 ) ( 1 ) 1 ( 5 ) — ( 19 ) December 31, 2024 3,093 625 606 294 861 801 260 6,540 Less accumulated amortization ( 1,555 ) ( 538 ) ( 399 ) ( 193 ) ( 457 ) ( 443 ) ( 47 ) ( 3,632 ) Net carrying amount $ 1,538 $ 87 $ 207 $ 101 $ 404 $ 358 $ 213 $ 2,908 (a) RECs are not subject to amortization and had a carrying value of $ 213 million (b) The weighted average amortization period for total amortizable intangible assets is approximately 5 years (c) Includes $ 81 million of intangibles that were amortized 124 The following table presents NRG's amortization of intangible assets for each of the past three years: Years Ended December 31, (In millions) 2025 2024 2023 Customer relationships $ 368 $ 476 $ 556 Customer and supply contracts 51 71 121 Emission allowances 10 5 6 Marketing partnerships 23 23 24 Technology 176 227 230 Trade names 45 59 60 Other (a) — 15 4 Total amortization $ 673 $ 876 $ 1,001 (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, Customer Relationships Emission Allowances Customer and Supply Contracts Marketing Partnerships Technology Trade Names Total 2026 $ 298 $ 20 $ 52 $ 23 $ 130 $ 37 $ 560 2027 227 17 30 23 89 37 423 2028 182 15 12 15 9 37 270 2029 140 9 13 5 — 37 204 2030 111 8 13 4 — 37 173 125 Note 12 — Long-term Debt and Finance Leases Long-term debt and finance leases consisted of the following: As of December 31, (In millions, except rates) 2025 2024 Interest rate % Recourse debt: Senior Notes, due 2028 $ 821 $ 821 5.750 Senior Notes, due 2029 733 733 5.250 Senior Notes, due 2029 500 500 3.375 Senior Notes, due 2029 798 798 5.750 Senior Notes, due 2031 1,030 1,030 3.625 Senior Notes, due 2032 480 480 3.875 Senior Notes, due 2033 925 925 6.000 Senior Notes, due 2034 950 950 6.250 Senior Notes, due 2034 1,250 — 5.750 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 Senior Secured First Lien Notes, due 2027 900 900 2.450 Senior Secured First Lien Notes, due 2029 500 500 4.450 Senior Secured First Lien Notes, due 2030 625 — 4.734 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 T.H. 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 Finance leases 24 14 various Subtotal long-term debt and finance leases (including current maturities) 16,600 10,906 Less current maturities ( 31 ) ( 996 ) Less debt issuance costs ( 146 ) ( 86 ) Discounts ( 11 ) ( 12 ) Total long-term debt and finance leases $ 16,412 $ 9,812 Debt includes the following discounts: As of December 31, (In millions) 2025 2024 Senior Secured First Lien Notes, due 2027, 2029 and 2033 $ ( 8 ) $ ( 10 ) Term Loan B, due 2031 ( 3 ) ( 2 ) Total discounts $ ( 11 ) $ ( 12 ) 126 Consolidated Annual Maturities As of December 31, 2025, annual payments based on the maturities of NRG’s debt and finance leases are expected to be as follows: (In millions) 2026 $ 31 2027 930 2028 907 2029 2,565 2030 663 Thereafter 11,504 Total $ 16,600 Recourse Debt 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 During the year ended December 31, 2024, the Company redeemed $ 375 million in aggregate principal amount of its 6.625 % Senior Notes due 2027, at a redemption price equal to 100.000 % for $ 382 million, which included the payment of $ 7 million of accrued interest, using the net proceeds from the offering of the Notes and cash on hand. 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. 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. 127 Senior Credit Facility 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 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 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. 128 The following table details the interest expense recorded in connection with the Convertible Senior Notes: For the years ended December 31, (In millions, except percentages) 2025 2024 2023 Contractual interest expense $ 3 $ 9 $ 16 Amortization of discount and deferred finance costs — 1 2 Total $ 3 $ 10 $ 18 Effective Interest Rate 1.62 % 3.08 % 3.18 % Convertible Senior Notes Repurchases 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) Settlement Period Principal Repurchased Cash Paid (a) Average Repurchase Percentage March 2024 $ 92 $ 151 162.356 % April 2024 251 452 179.454 % Total Repurchases $ 343 $ 603 (a) Includes accrued interest of $ 1 million and $ 2 million for the March and April repurchases, respectively Capped Call Options 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. Senior Notes Early Redemption As of December 31, 2025, the Company had the following outstanding issuances of senior notes with an early redemption feature, or Senior Notes: i. 5.250 % senior notes, issued May 24, 2019 and due June 15, 2029, or the 5.250 % 2029 Senior Notes; ii. 5.750 % senior notes, issued October 30, 2024 and due July 15, 2029, or the 5.750 % 2029 Senior Notes; iii. 3.625 % senior notes, issued December 2, 2020 and due February 15, 2031, or the 2031 Senior Notes; iv. 3.875 % senior notes, issued August 23, 2021 and due February 15, 2032, or the 2032 Senior Notes; v. 6.000 % senior notes, issued October 30, 2024 and due February 1, 2033, or the 2033 Senior Notes; vi. 6.250 % senior notes, issued October 30, 2024 and due November 1, 2034, or the 6.250 % 2034 Senior Notes; vii. 5.750 % senior notes, issued October 8, 2025 and due January 15, 2034, or the 5.750 % 2034 Senior Notes; and viii. 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. The indentures also provide for customary events of default, which include, among others: nonpayment of principal or interest; breach of other covenants in the indentures; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against the Company and certain of its subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and continues, the trustee or the holders of at least 25 % or 30 % (depending on the series of Senior Notes) in principal amount of the then-outstanding series of Senior Notes may declare all of the Senior Notes of such series to be due and payable immediately. The terms of the indentures contain certain restrictions on incurring secured debt and consolidating, merging or transferring all or substantially all of the Company’s assets. Interest is payable semi-annually on the Senior Notes until their maturity dates. 129 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: Redemption Period Redemption Percentage June 15, 2026 to June 14, 2027 100.875 % June 15, 2027 and thereafter 100.000 % 5.750 % 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: Redemption Period Redemption Percentage July 15, 2025 to July 14, 2026 101.438 % July 15, 2026 and thereafter 100.000 % 2031 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: Redemption Period Redemption Percentage February 15, 2026 to February 14, 2027 101.813 % February 15, 2027 to February 14, 2028 101.208 % February 15, 2028 to February 14, 2029 100.604 % February 15, 2029 and thereafter 100.000 % 2032 Senior Notes At any time prior to February 15, 2027, the Company may redeem all or a part of the 2032 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 notes; or (ii) the excess of (A) the present value of (1) the redemption price of the note at February 15, 2027 (such redemption price being set forth in the table appearing below in the column “Redemption Percentage (If Sustainability Performance Target has not been satisfied and/or confirmed by External Verifier)” unless the Sustainability Performance Target has been satisfied in respect of the year ended December 31, 2025 and the Company has provided confirmation thereof to the trustee together with a related confirmation by the External Verifier by the date that is at least 15 days prior to August 15, 2026 in which case the redemption price shall be as set forth in the column “Redemption Percentage (If Sustainability Performance Target has been satisfied and confirmed by External Verifier)”) plus (2) interest payments due on the note through February 15, 2027 (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 (B) the principal amount of the note. In addition, on or after February 15, 2027, 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 during the twelve-month period beginning on February 15 of the years indicated below, plus accrued and unpaid interest on the notes redeemed up to the redemption date: Year Redemption Percentage (If Sustainability Performance Target has been satisfied and confirmed by External Verifier) Redemption Percentage (If Sustainability Performance Target has not been satisfied and/or confirmed by External Verifier) 2027 101.938 % 102.188 % 2028 101.292 % 101.458 % 2029 100.646 % 100.729 % 2030 and thereafter 100.000 % 100.000 % 130 2033 Senior Notes At any time prior to November 1, 2027, the Company may redeem all or a part of the 2033 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 November 1, 2027 (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 November 1, 2027, 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 November 1, 2027 to October 31, 2028 103.000 % November 1, 2028 to October 31, 2029 101.500 % November 1, 2029 and thereafter 100.000 % 6.250 % 2034 Senior Notes At any time prior to November 1, 2029, the Company may redeem all or a part of the 6.250 % 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 103.125 % of the note, plus interest payments due on the note through November 1, 2029 (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 November 1, 2029, 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 November 1, 2029 to October 31, 2030 103.125 % November 1, 2030 to October 31, 2031 101.563 % November 1, 2031 and thereafter 100.000 % 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 % 131 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. The assets of NRG Receivables are not available to the Company and its subsidiaries or creditors unless and until distributed by NRG Receivables. Under the Receivables Facility, certain indirect subsidiaries of the Company sell their accounts receivables to NRG Receivables, subject to certain terms and conditions. In turn, NRG Receivables grants a security interest in the purchased receivables to the Lenders as collateral for cash borrowings and issuances of letters of credit. Pursuant to the Performance Guaranty, the Company has guaranteed, for the benefit of NRG Receivables and the Lenders, the payment and performance by each indirect subsidiary of its respective obligations under the Receivables Facility. The accounts receivables remain on the Company’s consolidated balance sheet and any amounts funded by the Lenders to NRG Receivables will be reflected as short-term borrowings. Cash flows from the Receivables Facility are reflected as financing activities in the Company’s consolidated statements of cash flows. The Company continues to service the accounts receivables sold in exchange for a servicing fee. 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. Tax Exempt Bonds As of December 31, (In millions, except rates) 2025 2024 Interest Rate % NRG Indian River Power 2020, tax exempt bonds, due 2040 $ — $ 57 1.250 NRG Indian River Power 2020, tax exempt bonds, due 2045 — 190 1.250 NRG Dunkirk 2020, tax exempt bonds, due 2042 59 59 4.250 City of Texas City, tax exempt bonds, due 2045 33 33 4.125 Fort Bend County, tax exempt bonds, due 2038 54 54 4.750 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 IR Bonds 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 132 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 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. 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 (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 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. In connection with the issuance of the P-Caps, on August 29, 2023, the Company entered into a letter of credit facility agreement with Deutsche Bank Trust Company Americas, as collateral agent and administrative agent, and certain financial institutions for the issuance of letters of credit in an aggregate amount not to exceed $ 485 million. The facility is committed. As of December 31, 2025, $ 477 million was issued under this facility. Non-recourse Debt The following are descriptions of certain indebtedness of NRG’s subsidiaries, which are non-recourse debt to NRG. 133 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. Vivint Debt As of December 31, 2024, the below non-recourse debt is no longer outstanding. Vivint Secured Notes Tender Offer On October 30, 2024, in connection with APX Group, Inc.’s previously announced offer to purchase for cash (the “Tender Offer”) any and all of APX Group, Inc.’s outstanding 6.750 % senior secured notes due 2027 (the “Vivint 6.750 % Senior Secured Notes due 2027”), APX Group, Inc. purchased $ 589 million in aggregate principal amount of the Vivint 6.750 % Senior Secured Notes due 2027 that had been validly tendered for $ 600 million, which included the payment of $ 8 million of accrued interest. On November 8, 2024, APX Group, Inc. 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. 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. Vivint Unsecured Notes Exchange Offer In connection with the Company’s offer to exchange (the “Exchange Offer”) for a ny and all outstanding 5.750 % Senior Notes due 2029 (the “Vivint 5.750 % Senior Notes due 2029”) issued by APX Group, Inc. for the New NRG 5.750 % Senior Notes due 2029 and cash, NRG accepted tenders with respect to $ 798 million aggregate principal amount of the Vivint 5.750 % Senior Notes due 2029, that were tendered on or prior to the early tender date. In connection with the redemptions, a $ 90 million loss on debt extinguishment was recorded. 134 On October 30, 2024, the Company issued the New NRG 5.750 % Senior Notes due 2029 in an aggregate principal amount of $ 798 million in connection with the Exchange Offer. On November 14, 2024, APX Group, Inc. redeemed the $ 2 million of the Vivint 5.750 % Senior Notes due 2029 that remained outstanding following the Exchange Offer. Vivint Term Loan 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. In connection with the repayment, an $ 18 million loss on debt extinguishment was recorded, which included the write-off of previously deferred financing costs and other fees of $ 2 million. Note 13 — Asset Retirement Obligations The Company's AROs are primarily related to the environmental obligations for mine reclamation, ash disposal, site closures, fuel storage facilities and future dismantlement of equipment on leased property. In addition, the Company has also identified conditional AROs for asbestos removal and disposal, which are specific to certain power generation operations. The following table presents the balance of ARO obligations as of December 31, 2025 and 2024, along with the activity related to the Company's ARO obligations for the year ended December 31, 2025: (In millions) Total (a) Balance as of December 31, 2024 $ 409 Revisions in estimates for current obligations ( 20 ) Additions 18 Spending for current obligations ( 47 ) Accretion 25 Acquisitions 4 Balance as of December 31, 2025 $ 389 (a) Total accretion expense related to asset retirement obligations included in the consolidated statement of cash flows includes accretion and revisions in estimates for asset retirement liabilities on non-operating plants Note 14 — Benefit Plans and Other Postretirement Benefits NRG sponsors and operates defined benefit pension and other postretirement plans. NRG pension benefits are available to eligible non-union and union employees through various defined benefit pension plans. These benefits are based on pay, service history and age at retirement. Most pension benefits are provided through tax-qualified plans. NRG also provides postretirement health and welfare benefits for certain groups of employees. Cost sharing provisions vary by the terms of any applicable collective bargaining agreements. 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. 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. 135 NRG Defined Benefit Plans The annual net periodic benefit cost/(credit) related to NRG's pension and other postretirement benefit plans include the following components: Year Ended December 31, Pension Benefits (In millions) 2025 2024 2023 Service cost benefits earned $ 3 $ 3 $ 5 Interest cost on benefit obligation 45 48 50 Expected return on plan assets ( 45 ) ( 47 ) ( 39 ) Amortization of unrecognized net loss 4 2 6 Curtailment and special termination benefits (income)/expense — ( 6 ) ( 1 ) Net periodic benefit cost $ 7 $ — $ 21 Year Ended December 31, Other Postretirement Benefits (In millions) 2025 2024 2023 Interest cost on benefit obligation $ 4 $ 3 $ 4 Amortization of unrecognized prior service cost ( 1 ) ( 3 ) ( 8 ) Amortization of unrecognized net loss — ( 1 ) 1 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: As of December 31, Pension Benefits Other Postretirement Benefits (In millions) 2025 2024 2025 2024 Benefit obligation at January 1 $ 901 $ 1,023 $ 70 $ 75 Service cost 3 3 — — Interest cost 45 48 4 3 Actuarial loss/(gain) 28 ( 35 ) ( 4 ) ( 1 ) Employee and retiree contributions — — 2 3 Annuity purchase settlement — ( 50 ) — — Benefit payments ( 90 ) ( 83 ) ( 11 ) ( 10 ) Foreign exchange translation — ( 5 ) — — Benefit obligation at December 31 887 901 61 70 Fair value of plan assets at January 1 767 851 — — Actual return on plan assets 91 16 — — Employee and retiree contributions — — 2 3 Employer contributions 16 38 9 7 Annuity purchase settlement — ( 50 ) — — Benefit payments ( 90 ) ( 83 ) ( 11 ) ( 10 ) Foreign exchange translation — ( 5 ) — — Fair value of plan assets at December 31 784 767 — — Funded status at December 31 — excess of obligation over assets $ ( 103 ) $ ( 134 ) $ ( 61 ) $ ( 70 ) 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. 136 Amounts recognized in NRG's balance sheets were as follows: As of December 31, Pension Benefits Other Postretirement Benefits (In millions) 2025 2024 2025 2024 Other current liabilities $ — $ — $ 4 $ 5 Other non-current liabilities 103 134 57 65 Amounts recognized in NRG's accumulated OCI that have not yet been recognized as components of net periodic benefit cost were as follows: As of December 31, Pension Benefits Other Postretirement Benefits (In millions) 2025 2024 2025 2024 Net loss/(gain) $ 50 $ 73 $ ( 18 ) $ ( 14 ) Prior service credit — — — ( 1 ) Total accumulated OCI $ 50 $ 73 $ ( 18 ) $ ( 15 ) Other changes in plan assets and benefit obligations recognized in OCI were as follows: Year Ended December 31, Pension Benefits Other Postretirement Benefits (In millions) 2025 2024 2025 2024 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 Total recognized in OCI $ ( 23 ) $ — $ ( 3 ) $ 3 Net periodic benefit cost/(credit) 7 — 3 ( 1 ) Net recognized in net periodic pension (credit)/cost and OCI $ ( 16 ) $ — $ — $ 2 The following table presents the balances of significant components of NRG's pension plan: As of December 31, Pension Benefits (In millions) 2025 2024 Projected benefit obligation $ 887 $ 901 Accumulated benefit obligation 882 895 Fair value of plan assets 784 767 137 NRG's market-related value of its plan assets is the fair value of the assets. The fair values of the Company's pension plan assets by asset category and their level within the fair value hierarchy are as follows: Fair Value Measurements as of December 31, 2025 (In millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Total Common/collective trust investment — U.S. equity $ — $ 147 $ 147 Common/collective trust investment — non-U.S. equity — 108 108 Common/collective trust investment — non-core assets — 52 52 Common/collective trust investment — fixed income — 202 202 Short-term investment fund 15 — 15 Subtotal fair value $ 15 $ 509 $ 524 Measured at net asset value practical expedient: Common/collective trust investment — non-U.S. equity 29 Common/collective trust investment — fixed income 194 Common/collective trust investment — non-core assets 13 Partnerships/joint ventures 24 Total fair value $ 784 Fair Value Measurements as of December 31, 2024 (In millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Total Common/collective trust investment — U.S. equity $ — $ 142 $ 142 Common/collective trust investment — non-U.S. equity — 105 105 Common/collective trust investment — non-core assets — 50 50 Common/collective trust investment — fixed income — 199 199 Short-term investment fund 25 — 25 Subtotal fair value $ 25 $ 496 $ 521 Measured at net asset value practical expedient: Common/collective trust investment — non-U.S. equity 29 Common/collective trust investment — fixed income 177 Common/collective trust investment — non-core assets 12 Partnerships/joint ventures 28 Total fair value $ 767 In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of the common/collective trust investments is valued at fair value which is equal to the sum of the market value of all of the fund's underlying investments. Certain common/collective trust investments have readily determinable fair value as they publish daily net asset value, or NAV, per share and are categorized as Level 2. Certain other common/collective trust investments and partnerships/joint ventures use NAV per share, or its equivalent, as a practical expedient for valuation, and thus have been removed from the fair value hierarchy table. 138 The following table presents the significant assumptions used to calculate NRG's benefit obligations: As of December 31, Pension Benefits Other Postretirement Benefits Weighted-Average Assumptions 2025 2024 2025 2024 Discount rate 5.38 % 5.63 % 5.32 % 5.55 % Interest crediting rate 5.96 % 5.38 % 4.70 % 4.54 % Rate of compensation increase 3.00 % 3.00 % — — Health care trend rate — — 8.2 % grading to 4.5 % in 2035 8.3 % grading to 4.5 % in 2034 The following table presents the significant assumptions used to calculate NRG's benefit expense: As of December 31, Pension Benefits Other Postretirement Benefits Weighted-Average Assumptions 2025 2024 2023 2025 2024 2023 Discount rate 5.63 % 4.99 % 5.18 % 5.53 % 4.96 % 5.19 % Interest crediting rate 5.38 % 5.67 % 5.21 % 4.54 % 4.66 % 4.00 % Expected return on plan assets 6.92 % 6.65 % 5.55 % — — — Rate of compensation increase 3.00 % 3.00 % 3.06 % — — — Health care trend rate — — — 8.3 % grading to 4.5 % in 2035 7.4 % grading to 4.5 % in 2033 7.2 % grading to 4.5 % in 2028 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 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 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 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. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The Investment Committee reviews the asset mix periodically and as the plan assets increase in future years, the Investment Committee may examine other asset classes such as real estate or private equity. NRG employs a building block approach to determining the long-term rate of return assumption for plan assets, with proper consideration given to diversification and rebalancing. Historical markets are studied and long-term historical relationships between equities and fixed income are preserved, consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. Peer data and historical returns are reviewed to check for reasonableness and appropriateness. The target allocations of NRG's pension plan assets were as follows for the year ended December 31, 2025: U.S. equity 20 % Non-U.S. equity 13 % Non-core assets 17 % Fixed income 50 % Plan assets are currently invested in a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across U.S., non-U.S., global, and emerging market equities, as well as among growth, value, small and large capitalization stocks. 139 Investment risk and performance are monitored on an ongoing basis through quarterly portfolio reviews of each asset fund class to a related performance benchmark, if applicable, and annual pension liability measurements. Performance benchmarks are composed of the following indices: Asset Class Index U.S. equities Dow Jones U.S. Total Stock Market Index Non-U.S. equities MSCI All Country World Index Non-core assets (a) Various (per underlying asset class) Fixed income securities 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. and non-U.S. equities. Asset classes considered Non-Core include, but may not be limited to: Emerging Market Equity, Emerging Market Debt, Non-US Developed Market Small Cap, High Yield Fixed Income, Real Estate, Bank Loans, Global Infrastructure and other Alternatives NRG's expected future benefit payments for each of the next five years, and in the aggregate for the five years thereafter, are as follows: Pension Other Postretirement Benefit (In millions) Benefit Payments Benefit Payments Medicare Prescription Drug Reimbursements 2026 $ 79 $ 4 $ — 2027 76 4 — 2028 74 4 — 2029 72 4 — 2030 70 5 — 2031-2035 330 25 2 Defined Contribution Plans NRG's employees are also eligible to participate in defined contribution 401(k) plans. The Company's costs related to these plans were as follows: Year Ended December 31, (In millions) 2025 2024 2023 Cost recognized for defined contribution plans $ 65 $ 62 $ 61 140 Note 15 — Capital Structure For the period from December 31, 2022 to December 31, 2025, the Company had 10,000,000 shares of preferred stock authorized and 500,000,000 shares of common stock authorized. The following table reflects the changes in NRG's preferred and common shares issued and outstanding for each period presented: Preferred Shares Common Shares Issued and Outstanding Issued Treasury Outstanding 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 Shares issued under LTIPs — 1,109,611 — 1,109,611 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 Shares issued under ESPP — — 242,070 242,070 Shares issued under LTIPs — 1,959,134 — 1,959,134 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 — Balance as of December 31, 2024 650,000 205,064,058 ( 6,460,055 ) 198,604,003 Shares issued under ESPP — — 175,907 175,907 Shares issued under LTIPs — 1,792,902 — 1,792,902 Share repurchases — — ( 9,971,620 ) ( 9,971,620 ) 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 — Balance as of December 31, 2025 650,000 199,828,615 ( 9,452,008 ) 190,376,607 Shares issued under LTIPs — 707,836 — 707,836 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 Common Stock 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 The Company declared and paid $ 0.4400 , $ 0.4075 and $ 0.3775 quarterly dividend per common share, or $ 1.76 , $ 1.63 and $ 1.51 per share on an annualized basis for 2025, 2024 and 2023 respectively. In 2023, 2024 and 2025, NRG increased the annual dividend on its common stock to $ 1.51 , $ 1.63 and $ 1.76 per share, respectively, representing an 8 % increase each year. Beginning in the first quarter of 2026, NRG will increase the annual common stock dividend by 8 % to $ 1.90 per share. The long-term capital allocation policy targets an annual common stock dividend growth rate of 7 %- 9 % per share in subsequent years. The Company's common stock dividends are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations. 141 On January 23, 2026, NRG declared a quarterly dividend on the Company's common stock of $ 0.475 per share, or $ 1.90 per share on an annualized basis, payable on February 17, 2026, to stockholders of record as of February 2, 2026. Employee Stock Purchase Plan 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. An exercise date occurs each September 30 and March 31. As of December 31, 2025, there remained 6,284,148 shares of treasury stock reserved for issuance under the ESPP. Share Repurchases 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) 2023 Repurchases: Open market repurchases 5,054,798 $ 39.56 $ 200 Repurchases made under the accelerated share repurchase agreements 17,676,142 (a) 950 Total Share Repurchases during 2023 22,730,940 1,150 (b) 2024 Repurchases: Repurchases made under the accelerated share repurchase agreements 1,163,230 (a) — Open market repurchases 10,562,333 87.57 925 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 656,900 151.93 100 Total Share Repurchases made under the $ 3.7 billion authorization 45,309,608 $ 77.08 $ 3,493 (a) Under the November 6, 2023 ASR, the Company received a total of 18,839,375 shares for an average price per share of $ 50.43 , excluding the impact of the excise tax incurred. See discussion below for further information of the ASR agreements (b) Excludes $ 10 million of excise tax accrued in 2023 which was paid in 2024 (c) Excludes $ 9 million of excise tax accrued in 2024 which was paid in 2025 (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. The Company received 17,676,142 shares in the fourth quarter of 2023, which were recorded in treasury stock at fair value based on the volume-weighted average closing prices of $ 833 million, with the remaining $ 117 million recorded in additional paid in capital, representing the value of the forward contracts to purchase additional shares. During the first quarter of 2024, the Company received an additional 1,163,230 shares pursuant to the ASR agreements. Upon receipt of the final shares, the Company transferred the $ 117 million from additional paid-in-capital to treasury stock. 142 Retirement of Treasury Stock 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. The Company's accounting policy upon the formal retirement of treasury stock is to deduct its par value from common stock and to reflect any excess of cost over par value as a deduction from additional paid-in capital. Total number of treasury shares retired Average price per share Carrying value of treasury shares retired (in millions) Shares retired during the year ended December 31, 2023 157,676,142 $ 31.77 $ 5,009 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 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 Series A Preferred Stock On March 9, 2023 ("Series A Issuance Date"), the Company issued 650,000 shares of 10.25 % Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock. The net proceeds of $ 635 million, net of issuance costs, were used to partially fund the Vivint Smart Home acquisition. The Series A Preferred Stock is not convertible into or exchangeable for any other securities or property and has limited voting rights. The Series A Preferred Stock may be redeemed, in whole or in part, on one or more occasions, at the option of the Company at any time after March 15, 2028 ("Series A First Reset Date") and in certain other circumstances prior to the Series A First Reset Date. The Series A Preferred Stock has a liquidation preference of $ 1,000 per share, plus accumulated but unpaid dividends. Series A Preferred Stock Dividends The annual dividend rate on each share of Series A Preferred Stock is 10.25 % from the Series A Issuance Date to, but excluding the Series A First Reset Date. On and after the Series A First Reset Date, the dividend rate on each share of Series A Preferred Stock shall equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of 1.00 %), plus a spread of 5.92 % per annum. 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 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. Note 16 — Investments Accounted for by the Equity Method and Variable Interest Entities Entities that are not Consolidated NRG accounts for the Company's significant investments using the equity method of accounting. NRG's carrying value of equity investments can be impacted by a number of elements including impairments and movements in foreign currency exchange rates. 143 The following table summarizes NRG's equity method investments as of December 31, 2025: (In millions, except percentages) Name: Economic Interest Investment Balance Gladstone (a) 37.5 % $ — Midway-Sunset Cogeneration Company 50.0 % 16 Total equity investments in affiliates $ 16 (a) For the year ended December 31, 2025, the Company recorded $ 39 million of impairment losses on Gladstone. Refer to Note 10, Asset Impairments The following table summarizes the undistributed earnings from NRG's equity method investments as of December 31, 2025: As of December 31, (In millions) 2025 2024 Undistributed earnings $ 9 $ 5 Other Equity Investments Gladstone — Through a joint venture, NRG owns a 37.5 % interest in Gladstone, a 1,613 MW coal-fueled power generation facility in Queensland, Australia. The power generation facility is managed by the joint venture participants and the facility is operated by NRG. Operating expenses incurred in connection with the operation of the facility are funded by each of the participants in proportion to their ownership interests. Coal is sourced from local mines in Queensland. NRG and the joint venture participants receive their respective share of revenues directly from the off takers in proportion to the ownership interests in the joint venture. 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. 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, 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, net and Other current assets $ 2,779 $ 2,402 Current liabilities 155 155 Net assets $ 2,624 $ 2,247 Note 17 — Income/(Loss) Per Share Basic income/(loss) per common share is computed by dividing net income/(loss) less cumulative dividends attributable to preferred stock by the weighted average number of common shares outstanding. Shares issued and treasury shares repurchased during the year are weighted for the portion of the year that they were outstanding. Diluted income/(loss) per share is computed in a manner consistent with that of basic income/(loss) per share, while giving effect to all potentially dilutive common shares that were outstanding during the period when there is net income. Dilutive effect for equity compensation and other equity instruments — The relative performance stock units and non-vested restricted stock units are not considered outstanding for purposes of computing basic income/(loss) per share. 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 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. 144 The reconciliation of NRG's basic and diluted income/(loss) per share is shown in the following table: Year Ended December 31, (In millions, except per share amounts) 2025 2024 2023 Basic income/(loss) per share: Net income/(loss) $ 864 $ 1,125 $ ( 202 ) Less: Cumulative dividends attributable to Series A Preferred Stock 67 67 54 Income/(Loss) Available to Common Stockholders $ 797 $ 1,058 $ ( 256 ) Weighted average number of common shares outstanding - basic 195 206 228 Income/(Loss) per weighted average common share — basic $ 4.09 $ 5.14 $ ( 1.12 ) Diluted income/(loss) per share: Net income/(loss) $ 864 $ 1,125 $ ( 202 ) Less: Cumulative dividends attributable to Series A Preferred Stock 67 67 54 Income/(Loss) Available to Common Stockholders $ 797 $ 1,058 $ ( 256 ) Weighted average number of common shares outstanding - basic 195 206 228 Incremental shares attributable to the issuance of equity compensation (treasury stock method) 2 3 — Incremental shares attributable to the potential share settlement of Convertible Senior Notes (if converted method) 2 3 — Weighted average number of common shares outstanding - diluted 199 212 228 Income/(Loss) per weighted average common share — diluted $ 4.01 $ 4.99 $ ( 1.12 ) As of December 31, 2025 and 2024, the Company had an insignificant number of outstanding equity instruments that were anti-dilutive and were not included in the computation of the Company’s diluted income per share. As of December 31, 2023, the Company had 6 million of outstanding equity instruments that were anti-dilutive and were not included in the computation of the Company’s diluted loss per share. Note 18 — Segment Reporting The Company’s segment structure reflects how management makes financial decisions and allocates resources. The Company manages its operations based on the combined results of the retail, wholesale and generation businesses with a geographical focus except for Vivint Smart Home operations which are reported within the Vivint Smart Home segment. Corporate represents the corporate business activities, and corporate shared services, to support the Company’s operating segments. 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 . NRG's chief operating decision maker ("CODM"), its chief executive officer, uses more than one measure to evaluate the performance of its segments and allocate resources, including net income/(loss) and various non-GAAP financial measures such as adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA. Net income/(loss) and Adjusted EBITDA are used to review business performance and allocate resources as it provides a clearer view of segment profitability by focusing on operational performance. Additionally, operating expenses’ impact on each operating segment results are analyzed. On a monthly basis, Adjusted EBITDA is compared against the budget, latest forecast, and prior period. The Company had no customer that comprised more than 10% of the Company's consolidated revenues during the years ended December 31, 2025, 2024 and 2023. Intersegment sales are accounted for at market. 145 For the Year Ended December 31, 2025 (In millions) Texas East West/Other Vivint Smart Home Corporate Eliminations Total Revenue (a) $ 11,139 $ 14,263 $ 3,202 $ 2,144 $ — $ ( 35 ) $ 30,713 Operating Expenses 9,634 13,409 3,014 1,281 134 ( 35 ) 27,437 Depreciation and amortization 374 148 32 810 42 — 1,406 Total operating cost and expenses 10,008 13,557 3,046 2,091 176 ( 35 ) 28,843 Loss on sale of assets ( 18 ) — ( 7 ) — — — ( 25 ) Operating income/(loss) 1,113 706 149 53 ( 176 ) — 1,845 Equity in earnings of unconsolidated affiliates — — 11 — — — 11 Impairment losses on investments — — ( 39 ) — — — ( 39 ) Other income, net ( 1 ) 4 ( 1 ) ( 20 ) 86 — 68 Loss on debt extinguishment — — — — ( 10 ) — ( 10 ) Interest expense — — — — ( 741 ) — ( 741 ) Income/(loss) before income taxes 1,112 710 120 33 ( 841 ) — 1,134 Income tax expense — — — — 270 — 270 Net income/(loss) $ 1,112 $ 710 $ 120 $ 33 $ ( 1,111 ) $ — $ 864 Other segment information Equity investments in affiliates $ — $ — $ 16 $ — $ — $ — $ 16 Capital expenditures 976 17 9 24 121 — 1,147 Goodwill 643 721 130 3,523 — — 5,017 Total assets $ 9,286 $ 9,731 $ 2,724 $ 6,752 $ 20,951 $ ( 20,304 ) $ 29,140 (a) Inter-segment sales and inter-segment net derivative gains and losses included in revenues $ 23 $ 6 $ 6 $ — $ — $ — $ 35 146 For the Year Ended December 31, 2024 (In millions) Texas East West/Other Vivint Smart Home Corporate Eliminations Total Revenue (a) $ 10,651 $ 11,709 $ 3,819 $ 1,991 $ — $ ( 40 ) $ 28,130 Operating Expenses 9,783 9,748 3,818 1,085 81 ( 40 ) 24,475 Depreciation and amortization 323 158 99 782 41 — 1,403 Impairment losses 7 — 29 — — — 36 Total operating cost and expenses 10,113 9,906 3,946 1,867 122 ( 40 ) 25,914 (Loss)/Gain on sale of assets ( 4 ) 3 209 — — — 208 Operating income/(loss) 534 1,806 82 124 ( 122 ) — 2,424 Equity in earnings of unconsolidated affiliates — — 20 — — — 20 Impairment losses on investments — — ( 7 ) — — — ( 7 ) Other income, net — ( 1 ) 6 ( 15 ) 54 — 44 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 expense — — — — 323 — 323 Net income/(loss) $ 534 $ 1,805 $ 101 $ 109 $ ( 1,424 ) $ — $ 1,125 Other segment information Equity investments in affiliates $ — $ — $ 45 $ — $ — $ — $ 45 Capital expenditures 369 3 16 23 61 — 472 Goodwill 643 721 124 3,523 — — 5,011 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 $ — $ — $ — $ 40 147 For the Year Ended December 31, 2023 (In millions) Texas East West/Other Vivint Smart Home (a) Corporate Eliminations Total Revenue (b) $ 10,474 $ 12,549 $ 4,241 $ 1,589 $ — $ ( 30 ) $ 28,823 Operating Expenses 8,351 14,363 4,997 882 133 ( 30 ) 28,696 Depreciation and amortization 348 167 86 658 36 — 1,295 Impairment losses 2 4 20 — — — 26 Total operating cost and expenses 8,701 14,534 5,103 1,540 169 ( 30 ) 30,017 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 benefit — — — — ( 11 ) — ( 11 ) Net income/(loss) $ 3,099 $ ( 1,732 ) $ ( 947 ) $ 34 $ ( 656 ) $ — $ ( 202 ) (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 Note 19 — Income Taxes The income tax provision consisted of the following amounts: Year Ended December 31, (In millions, except effective income tax rate) 2025 2024 2023 Current U.S. Federal $ ( 17 ) $ 55 $ 26 State 49 82 84 Foreign 16 5 ( 12 ) Total — current 48 142 98 Deferred U.S. Federal 221 333 50 State 11 ( 134 ) ( 61 ) Foreign ( 10 ) ( 18 ) ( 98 ) Total — deferred 222 181 ( 109 ) Total income tax expense/(benefit) $ 270 $ 323 $ ( 11 ) 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. On September 12, 2024, Treasury and the IRS released proposed regulations that provide guidance on the application of the CAMT. The proposed regulations allow the exclusion of unrealized mark-to-market gains and losses, related to qualified hedge transactions, from adjusted financial statement income. 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, 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. 148 The following represented the domestic and foreign components of income/(loss) before income taxes: Year Ended December 31, (In millions) 2025 2024 2023 U.S. $ 1,087 $ 1,485 $ 261 Foreign 47 ( 37 ) ( 474 ) Total $ 1,134 $ 1,448 $ ( 213 ) Reconciliations of the U.S. federal statutory tax rate to NRG's effective tax rate were as follows: Year Ended December 31, 2025 (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) 46 4.1 % 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 Income/(Loss) before income taxes $ 1,448 $ ( 213 ) Tax at federal statutory tax rate 304 ( 45 ) State taxes 92 ( 22 ) Foreign rate differential 1 ( 10 ) Changes in state valuation allowances ( 110 ) 42 Nondeductible loss on Convertible Senior Notes repurchases 56 — Permanent differences 23 31 Stock compensation ( 19 ) — Recognition of uncertain tax benefits 1 12 Deferred impact of state tax rate changes ( 24 ) 3 Foreign tax refunds — ( 17 ) Return to provision adjustments ( 1 ) ( 5 ) 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. 149 The temporary differences, which gave rise to the Company's deferred tax assets and liabilities consisted of the following: As of December 31, (In millions) 2025 2024 Deferred tax assets: U.S. Federal net operating loss carryforwards $ 1,395 $ 1,477 State net operating loss carryforwards 326 341 Foreign net operating loss carryforwards 107 106 Deferred revenues 323 335 Difference between book and tax basis of property 101 322 Federal tax credit carryforwards 288 269 Deferred compensation, accrued vacation and other reserves 170 174 Interest disallowance carryforward per §163(j) of the Tax Act 26 77 Pension and other postretirement benefits 33 46 Allowance for credit losses 34 37 Equity compensation 44 30 Federal benefit on state uncertain tax positions 13 13 Inventory obsolescence 9 13 U.S. capital loss 1 1 Other 45 46 Total deferred tax assets 2,915 3,287 Deferred tax liabilities: Intangibles amortization (excluding goodwill) 338 486 Derivatives 85 193 Capitalized contract costs 345 249 Equity method investments 84 88 Goodwill 71 56 Emissions allowances 14 16 Total deferred tax liabilities 937 1,088 Total deferred tax assets less deferred tax liabilities 1,978 2,199 Valuation allowance ( 150 ) ( 144 ) Total net deferred tax assets, net of valuation allowance $ 1,828 $ 2,055 The following table summarizes NRG's net deferred tax position as presented in the consolidated balance sheets: As of December 31, (In millions) 2025 2024 Deferred tax asset $ 1,843 $ 2,067 Deferred tax liability ( 15 ) ( 12 ) Net deferred tax asset $ 1,828 $ 2,055 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 Net deferred tax balance — As of December 31, 2025 and 2024, NRG recorded a net deferred tax asset, excluding valuation allowance, of $ 2.0 billion and $ 2.2 billion, respectively. The Company believes certain state net operating losses may not be realizable under the more-likely-than-not measurement and as such, a valuation allowance was recorded as of December 31, 2025 as discussed below. 150 NOL carryforwards — As of December 31, 2025, the Company had tax-effected cumulative U.S. NOLs consisting of carryforwards for federal and state income tax purposes of $ 1.4 billion and $ 326 million, respectively. In addition, NRG has tax-effected cumulative foreign NOL carryforwards of $ 107 million. The majority of NRG's NOL carryforwards have no expiration date. Valuation allowance — As of December 31, 2025, the Company's tax-effected valuation allowance was $ 150 million, consisting of state NOL carryforwards and foreign NOL carryforwards. The valuation allowance was recorded based on the assessment of cumulative and forecasted pre-tax book earnings and the future reversal of existing taxable temporary differences. Taxes Receivable and Payable 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 NRG has identified uncertain tax benefits with after-tax value of $ 53 million and $ 57 million as of December 31, 2025 and 2024, for which NRG has recorded a non-current tax liability of $ 59 million and $ 62 million, respectively. The Company recognizes interest and penalties related to uncertain tax benefits in income tax expense. 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. Tax jurisdictions — NRG is subject to examination by taxing authorities for income tax returns filed in the U.S. federal jurisdiction and various state and foreign jurisdictions including operations located in Australia and Canada. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2022. With few exceptions, state and Canadian income tax examinations are no longer open for years before 2015. The following table summarizes uncertain tax benefits activity: As of December 31, (In millions) 2025 2024 Balance as of January 1 $ 57 $ 73 Increase due to current year positions 2 12 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 U.S. state and local: Texas $ 22 New York 10 California 7 Pennsylvania 7 Other 14 $ 60 Foreign: Other $ 7 Total $ 67 Year Ended December 31, (In millions) 2024 2023 Income taxes paid, net of refunds $ 182 $ 48 151 Note 20 — Stock-Based Compensation 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. Long-Term Incentive Plan As of December 31, 2025 and 2024, a total of 25,000,000 shares of NRG common stock were authorized for issuance under the NRG LTIP. There were 6,648,805 and 7,188,824 shares of common stock remaining available for grants under the NRG LTIP as of December 31, 2025 and 2024, respectively. The NRG LTIP is subject to adjustments in the event of reorganization, recapitalization, stock split, reverse stock split, stock dividend, and a combination of shares, merger or similar change in NRG's structure or outstanding shares of common stock. 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, 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: 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 Granted — — 914,595 94.37 Forfeited ( 42,172 ) 31.63 ( 110,306 ) 70.85 Vested ( 978,086 ) 31.63 ( 1,143,431 ) 43.04 Non-vested at December 31, 2025 329,485 31.63 1,889,601 68.70 The total fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 338 million, $ 206 million and $ 86 million, respectively. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2025, 2024 and 2023 was $ 94.37 , $ 54.61 and $ 35.49 , respectively. Deferred Stock Units DSUs represent the right of a participant to be paid one share of NRG common stock at the end of a deferral period established under the terms of the award. DSUs granted under the NRG LTIP are fully vested at the date of issuance. Fair value of the DSUs, which is based on the closing price of NRG common stock on the date of grant, is recorded as compensation expense in the period of grant. 152 The following table summarizes the Company's outstanding DSU awards and changes during the year: Units Weighted Average Grant Date Fair Value per Unit Outstanding at December 31, 2024 377,120 $ 33.91 Granted 17,310 155.90 Converted to Common Stock ( 2,442 ) 155.90 Outstanding at December 31, 2025 391,988 37.56 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, 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. Relative Performance Stock Units RPSUs entitle the recipient to stock upon vesting. 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. The number of shares of NRG common stock to be paid (if any) as of the vesting date for each RPSU will depend on the Company’s percentile rank within the Peer Group. The number of shares of common stock to be paid as of the vesting date for each RPSU is linearly interpolated for TSR performance between the following points: (i) 0 % if ranked below the 25th percentile; (ii) 25 % if ranked at the 25th percentile; (iii) 100 % if ranked at the 55th percentile (or the 65th percentile if the Company's absolute TSR is less than negative 15 %); 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: Units Weighted Average Grant-Date Fair Value per Unit Non-vested at December 31, 2024 887,356 $ 53.20 Granted 416,728 100.52 Forfeited ( 41,079 ) 110.37 Vested ( 498,147 ) 55.89 Non-vested at December 31, 2025 764,858 73.59 The weighted average grant date fair value of RPSUs granted during the years ended December 31, 2025, 2024 and 2023, was $ 100.52 , $ 63.11 and $ 40.25 , respectively. 153 The fair value of RPSUs is estimated on the date of grant using a Monte Carlo simulation model and expensed over the service period, which equals the vesting period. Significant assumptions used in the fair value model with respect to the Company's RPSUs are summarized below: 2025 2024 2023 Expected volatility 33.49 % 34.46 % 41.35 % Expected term (in years) 3 3 3 Risk free rate 4.24 % 4.05 % 4.18 % 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. Supplemental Information The following table summarizes NRG's total compensation expense recognized for the years presented, as well as total non-vested compensation costs not yet recognized and the period over which this expense is expected to be recognized as of December 31, 2025, for each of the types of awards issued under the LTIPs. Minimum tax withholdings of $ 92 million, $ 50 million, and $ 22 million for the years ended December 31, 2025, 2024, and 2023, respectively, are reflected as a reduction to additional paid-in capital on the Company's consolidated balance sheets. Non-vested Compensation Cost (In millions, except weighted average data) Compensation Expense Unrecognized Total Cost Weighted Average Recognition Period Remaining (In years) Year Ended December 31, As of December 31, Award 2025 2024 2023 2025 2025 RSUs $ 74 $ 85 $ 96 $ 58 1.10 DSUs 2 3 2 — 0.00 RPSUs 58 14 5 43 0.93 PRSUs (a) 60 43 20 37 0.67 Total $ 194 $ 145 $ 123 $ 138 Tax (benefit)/detriment recognized $ ( 23 ) $ ( 14 ) $ 2 (a) Phantom Restricted Stock Units, PRSUs, are liability-classified time-based awards that typically vest ratably over a three -year period. The amount to be paid upon vesting is based on NRG's closing stock price for the period Note 21 — Related Party Transactions NRG provides services to some of its related parties, who are accounted for as equity method investments, under operations and maintenance agreements. Fees for the services under these agreements include recovery of NRG's costs of operating the plants. Certain agreements also include fees for administrative service, a base monthly fee, profit margin and/or annual incentive bonus. The following table summarizes NRG's material related party transactions with third-party affiliates: Year Ended December 31, (In millions) 2025 2024 2023 Revenues from Related Parties Included in Revenues Gladstone $ 3 $ 4 $ 4 Ivanpah (a) 50 60 78 Midway-Sunset 5 4 2 Total $ 58 $ 68 $ 84 (a) Includes fees under project management agreements with each project company 154 Note 22 — Commitments and Contingencies Commitments NRG has entered into long-term contractual arrangements related to energy products, including power purchases, gas transportation and storage, fuel and transportation services and generation projects. These contracts are not included in the consolidated balance sheet as of December 31, 2025. As of December 31, 2025, the Company's minimum commitments under such outstanding agreements are estimated as follows: Period (In millions) 2026 $ 2,795 2027 2,512 2028 1,602 2029 1,023 2030 739 Thereafter 1,517 Total (a) $ 10,188 (a) The year 2026 does not include an additional $ 1.4 billion of short-term commitments 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. For the years ended December 31, 2025, 2024 and 2023, the costs of fuel and purchased energy were $ 14.2 billion, $ 12.2 billion and $ 13.4 billion, respectively. First Lien Structure NRG has granted first liens to certain counterparties on a substantial portion of property and assets owned by NRG and the guarantors of its senior debt. NRG uses the first lien structure to reduce the amount of cash collateral and letters of credit that it would otherwise be required to post from time to time to support its obligations under out-of-the-money hedges. 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, 2025, counterparties’ net exposure to NRG of approximately $ 5 million on out-of-the-money hedges was secured by the first lien structure. Contingencies The Company's material legal proceedings are described below. The Company believes that it has valid defenses to these legal proceedings and intends to defend them vigorously. 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 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. Management has assessed each of the following matters based on current information and made a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought, and the probability of success. Unless specified below, the Company is unable to predict the outcome of these legal proceedings or reasonably estimate the scope or amount of any associated costs and potential liabilities. As additional information becomes available, management adjusts its assessment and estimates of such contingencies accordingly. Because litigation is subject to inherent uncertainties and unfavorable rulings or developments, it is possible that the ultimate resolution of the Company's liabilities and contingencies could be at amounts that are different from its currently recorded accruals and that such difference could be material. In addition to the legal proceedings noted below, NRG and its subsidiaries are party to other litigation or legal proceedings arising in the ordinary course of business. 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. Environmental Lawsuits Sierra club et al. v. Midwest Generation LLC — In 2012, several environmental groups filed a complaint against Midwest Generation with the Illinois Pollution Control Board ("IPCB") alleging violations of environmental law resulting in groundwater contamination. 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. In 2023, the IPCB held hearings regarding the appropriate relief. Midwest Generation has been working with the Illinois EPA to address the groundwater issues since 2010. 155 Consumer Lawsuits 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 Mirkin v. XOOM Energy (E.D.N.Y. Aug. 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. The Second Circuit denied XOOM's request to appeal the class certification grants. XOOM prevailed in its challenge to Mirkin's expert reports. The Court granted XOOM's motion to exclude both reports on damages. As a result, Mirkin has no method to establish damages for its class. 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. Telephone Consumer Protection Act ("TCPA") Cases — In the cases set forth below, referred to as the TCPA Cases, such actions involve consumers alleging violations of the Telephone Consumer Protection Act of 1991, as amended, by receiving calls, texts or voicemails without consent in violation of the federal Telemarketing Sales Rule, and/or state counterpart legislation. The underlying claims of each case are similar. The Company denies the allegations asserted by plaintiffs and intends to vigorously defend these matters. These matters were known and accrued for at the time of the Direct Energy acquisition. There are two putative class actions pending against Direct Energy: (1) Holly Newman v. Direct Energy, LP (D. Md Sept 2021) - Direct Energy filed its Motion to Dismiss asserting the ruling in the Brittany Burk v. Direct Energy (S.D. Tex. Feb 2019) preempts the plaintiff's ability to file suit based on the same facts. 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 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. Direct Energy (N.D. Ohio Jan. 2018) - The case was stayed pending the outcome of an appeal to the Sixth Circuit based on the unconstitutionality of the TCPA during the period from 2015-2020. The Sixth Circuit found the TCPA was in effect during that period and remanded the case back to the trial court. Direct Energy refiled its motions along with supplements. On March 25, 2022, the Court granted summary judgment in favor of Direct Energy and dismissed the case. 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 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. CPI Security Systems, Inc. ("CPI") v. Vivint Smart Home, Inc. (W.D.N.C. Sept. 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 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. Vivint Smart Home, Inc. — O n October 23, 2023, a jury in the U.S. District Court, Eastern District of Texas, Sherman Division, issued a verdict against the Company in favor of Skybell for $ 45 million in damages for patent infringement. The patents that were the basis for the claims made by Skybell were ruled invalid by the U.S. International Trade Commission in November 2021. 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. 156 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 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 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: wrongful death; personal injury only; property damage and personal injury; property damage only; and subrogation. The First Court of Appeals conditionally granted the generators' mandamus relief, ordering the trial court to grant the generator defendants' Motion to Dismiss. 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. Note 23 — Regulatory Matters Environmental regulatory matters are discussed within Note 24, Environmental Matters . NRG operates in a highly regulated industry and is subject to regulation by various federal, state and provincial agencies. As such, NRG is affected by regulatory developments at the federal, state and provincial levels and in the regions in which NRG operates. In addition, NRG is subject to the market rules, procedures, and protocols of the various ISO and RTO markets in which NRG participates. These power markets are subject to ongoing legislative and regulatory changes that may impact NRG's wholesale and retail operations. In addition to the regulatory proceedings noted below, NRG and its subsidiaries are parties to other regulatory proceedings arising in the ordinary course of business or have other regulatory exposure. 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. 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. As part of this settlement, Vivint Smart Home paid $ 20 million and agreed to implement various additional compliance related measures ("Stipulated Order"). The Company is engaged in ongoing discussions with the staff of the FTC regarding the Company’s compliance with the terms of the Stipulated Order. 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 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. 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. 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 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. 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 157 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. Air CPP/ACE Rules — The attention in recent years on GHG emissions has resulted in federal and state regulations. 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. On January 19, 2021, the D.C. Circuit vacated the ACE rule (but on February 22, 2021, at the EPA's request, stayed the issuance of the portion of the mandate that would vacate the repeal of the CPP). On June 30, 2022, the U.S. Supreme Court held that the "generation shifting" approach in the CPP exceeded the powers granted to the EPA by Congress. 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 D.C. 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'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 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. Circuit. 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. Water ELG — In 2015, the EPA revised the ELG for Steam Electric Generating Facilities, which imposed more stringent requirements (as individual permits were renewed) for wastewater streams from FGD, fly ash, bottom ash and flue gas mercury control. On October 13, 2020, the EPA amended the 2015 ELG rule by: (i) altering the stringency of certain limits for FGD wastewater; (ii) relaxing the zero-discharge requirement for bottom ash transport water; and (iii) changing several deadlines. In 2021, NRG informed its regulators that the Company intends to comply with the ELG by ceasing combustion of coal by the end of 2028 at its domestic coal units outside of Texas, and installing appropriate controls by the end of 2025 at its two plants that have coal-fired units in Texas. On May 9, 2024, the EPA promulgated a rule that again revises the ELG by, among other things, further restricting the discharge of (i) FGD wastewater, (ii) bottom ash transport water, and (iii) combustion residual leachate. 158 The rule was challenged in numerous courts, but the cases were consolidated in the U.S. Court of Appeals for the Eighth Circuit. The outcome of the legal challenges is uncertain. On February 19, 2025, the DOJ filed a motion asking the court to hold proceedings in abeyance while the U.S. presidential administration evaluates the rule, which the court granted. On December 31, 2025, the EPA promulgated a rule that extends several deadlines and provides greater flexibility regarding decisions to invest in more stringent controls. Byproducts In 2015, the EPA finalized the rule regulating byproducts of coal combustion (e.g., ash and gypsum) as solid wastes under the RCRA. On August 21, 2018, the D.C. 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 Closure Part A: Deadline to Initiate Closure," which amended the April 2015 Rule to address the August 2018 D.C. Circuit decision and extend some of the deadlines. On November 12, 2020, the EPA finalized "A Holistic Approach to Closure Part B: Alternative Demonstration for Unlined Surface Impoundments," which further amended the April 2015 Rule to, among other things, provide procedures for requesting approval to operate existing ash impoundments with an alternate liner. On May 8, 2024, the EPA promulgated a rule that establishes requirements for: (i) inactive (or legacy) surface impoundments at inactive facilities and (ii) CCR management units (regardless of how or when the CCR was placed) at regulated facilities. 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. Note 25 — Cash Flow Information Detail of supplemental disclosures of cash flow and non-cash investing and financing information was: Year Ended December 31, (In millions) 2025 2024 2023 Interest paid, net of amount capitalized $ 572 $ 626 $ 548 Non-cash investing and financing activities: Decreases to fixed assets for accrued capital expenditures ( 66 ) ( 76 ) — Excise tax accrued on share repurchases 11 9 10 Note 26 — Guarantees NRG and its subsidiaries enter into various contracts that include indemnification and guarantee provisions as a routine part of the Company's business activities. Examples of these contracts include asset purchases and sale agreements, commodity sale and purchase agreements, retail contracts, joint venture agreements, EPC agreements, operation and maintenance agreements, service agreements, settlement agreements, and other types of contractual agreements with vendors and other third parties, as well as affiliates. These contracts generally indemnify the counterparty for tax, environmental liability, litigation and other matters, as well as breaches of representations, warranties and covenants set forth in these agreements. The Company is obligated with respect to customer deposits associated with the Company's retail operations. In some cases, NRG's maximum potential liability cannot be estimated, since the underlying agreements contain no limits on potential liability. The following table summarizes the maximum potential exposures that can be estimated for NRG's guarantees, indemnities, and other contingent liabilities by maturity: By Remaining Maturity at December 31, (In millions) 2025 Guarantees Under 1 Year 1-3 Years 3-5 Years Over 5 Years Total 2024 Total Letters of credit and surety bonds $ 4,127 $ 135 $ 1 $ — $ 4,263 $ 4,188 Asset sales guarantee obligations 11 19 16 48 94 102 Other guarantees — — — 22 22 27 Total guarantees $ 4,138 $ 154 $ 17 $ 70 $ 4,379 $ 4,317 Letters of credit and surety bonds — As of December 31, 2025, NRG and its consolidated subsidiaries were contingently obligated for a total of $ 4.3 billion under letters of credit and surety bonds. Most of these letters of credit and surety bonds are issued in support of the Company's obligations to perform under commodity agreements and obligations associated with future closure and maintenance of ash sites, as well as for financing or other arrangements. A majority of these letters of credit and surety bonds expire within one year of issuance, and it is typical for the Company to renew them on similar terms. 159 The material indemnities, within the scope of ASC 460, are as follows: Asset sales — The purchase and sale agreements which govern NRG's asset or share investments and divestitures customarily contain guarantees and indemnifications of the transaction to third parties. The contracts indemnify the parties for liabilities incurred as a result of a breach of a representation or warranty by the indemnifying party, changes in tax laws or for pre-existing environmental matters. These obligations generally have a discrete term and are intended to protect the parties against risks that are difficult to predict or estimate at the time of the transaction. In several cases, the contract limits the liability of the indemnifier. NRG has no reason to believe that the Company currently has any material liability relating to such routine indemnification obligations included in the table above, except for the California property tax indemnity for estimated increases in California property taxes of certain solar properties that the Company agreed to indemnify, as part of the agreement to sell NRG Yield and the Renewables Platform. The California property tax indemnity is estimated to be $ 94 million as of December 31, 2025 and is included in the above table under asset sales guarantee obligations. Other guarantees — NRG has issued other guarantees of obligations including payments under certain agreements with respect to certain of its unconsolidated subsidiaries, payment or performance by fuel providers and payment or reimbursement of credit support and deposits. The Company does not believe that it will be required to perform under these guarantees. Other indemnities — Other indemnifications NRG has provided cover operational, tax, litigation and breaches of representations, warranties and covenants. NRG has also indemnified, on a routine basis in the ordinary course of business, consultants or other vendors who have provided services to the Company. NRG's maximum potential exposure under these indemnifications can range from a specified dollar amount to an indeterminate amount, depending on the nature of the transaction. Total maximum potential exposure under these indemnifications is not estimable due to uncertainty as to whether claims will be made or how they will be resolved. NRG does not have any reason to believe that the Company will be required to make any material payments under these indemnity provisions. Because many of the guarantees and indemnities NRG issues to third parties and affiliates do not limit the amount or duration of its obligations to perform under them, there exists a risk that the Company may have obligations in excess of the amounts described above. For those guarantees and indemnities that do not limit the Company's liability exposure, it may not be able to estimate what the Company's liability would be, until a claim is made for payment or performance, due to the contingent nature of these contracts. Note 27 — Jointly Owned Plant NRG owns an undivided interest in Cedar Bayou. Cedar Bayou is maintained and operated pursuant to its joint ownership participation and operating agreement. NRG is responsible for its subsidiary’s share of operating costs and direct expenses and includes its proportionate share of the facility and related revenues and direct expenses in the jointly-owned plant in the corresponding balance sheet and income statement captions of the Company's consolidated financial statements. The following table summarizes NRG's proportionate ownership interest in the Company's jointly-owned facility: (In millions unless otherwise stated) As of December 31, 2025 Ownership Interest Property, Plant & Equipment Accumulated Depreciation Construction in Progress Cedar Bayou Unit 4, Baytown, TX 50.00 % $ 224 $ ( 136 ) $ 8 Note 28 — Balance Sheet Components The components of accrued expenses and other current liabilities are as follows: Year Ended December 31, (In millions) 2025 2024 Accrued RECs $ 495 $ 477 Accrued compensation and employee benefits 561 514 Other 808 1,040 Total accrued expenses and other current liabilities $ 1,864 $ 2,031 160 SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 2025, 2024 and 2023 (In millions) Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period Allowance for credit losses, deducted from accounts receivable and other non-current assets Year Ended December 31, 2025 $ 152 $ 272 $ 19 $ ( 297 ) (a) $ 146 Year Ended December 31, 2024 145 $ 314 $ 18 $ ( 325 ) (a) 152 Year Ended December 31, 2023 133 251 35 ( 274 ) (a) 145 Income tax valuation allowance, deducted from deferred tax assets Year Ended December 31, 2025 $ 144 $ — $ 6 $ — $ 150 Year Ended December 31, 2024 275 $ ( 131 ) $ — $ — 144 Year Ended December 31, 2023 224 42 9 — 275 (a) Represents principally net amounts charged as uncollectible 161 EXHIBIT INDEX Number Description Method of Filing 2.1 Third Amended Joint Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates. Incorporated herein by reference to Exhibit 2.1 to the Registrant's current report on Form 8-K filed on December 18, 2017. 2.2†^ Purchase and Sale Agreement, dated as of February 6, 2018, by and among NRG Energy, Inc. and NRG Repowering Holdings LLC, and GIP III Zephyr Acquisition Partners, L.P. Incorporated herein by reference to Exhibit 2.9 to the Registrant's annual report on Form 10-K filed on March 1, 2018. 2.3^ Purchase and Sale Agreement, dated as of February 6, 2018, by and between NRG Energy, Inc., NRG South Central Generating LLC, and Cleco Energy LLC. Incorporated herein by reference to Exhibit 2.10 to the Registrant's annual report on Form 10-K filed on March 1, 2018. 2.4‡ Purchase and Sale Agreement dated as of February 28, 2021 by and between NRG Energy, Inc., and Generation Bridge Acquisition, LLC, as a Purchaser Incorporated herein by reference to Exhibit 2.1 to the Registrant's quarterly report on Form 10-Q filed on May 6, 2021. 2.5^ Agreement and Plan of Merger dated as of December 6, 2022, by and among the Company, Merger Sub and Vivint . Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on December 6, 2022. 2.6 Equity Purchase Agreement, dated May 31, 2023 by and among Constellation Energy Generation, LLC, as Buyer and Texas Genco GP, LLC, Texas Genco LP, LLC, together, Seller. Incorporated herein by reference to Exhibit 2.1 to the Registrant's current report on Form 8-K filed on June 1, 2023. 2.7 Amendment No.1 to Equity Purchase Agreement dated September 29, 2023 by and among Constellation Energy Generation, LLC. as Buyer and Texas Genco GP, LLC, together, Seller Incorporated herein by reference to Exhibit 2.7 to the Registrant's annual report on Form 10-K filed on February 28, 2024. 2.8 Amendment No. 2 to Equity Purchase Agreement dated November 1, 2023 by and among Constellation Energy Generation, LLC. as Buyer and Texas Genco GP, LLC, together, Seller Incorporated herein by reference to Exhibit 2.8 to the Registrant's annual report on Form 10-K filed on February 28, 2024. 2.9 Amendment No. 3 to Equity Purchase Agreement dated November 1, 2023 by and among Constellation Energy Generation, LLC. as Buyer and Texas Genco GP, LLC, together, Seller Incorporated herein by reference to Exhibit 2.9 to the Registrant's annual report on Form 10-K filed on February 28, 2024. 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. Incorporated herein by reference to Exhibit 3.2 to the Registrant's current report on Form 8-K filed on December 2, 2022. 3.3 Series A Preferred Stock Certificate of Designation filed with the Secretary of the State of Delaware on March 9, 2023. Incorporated herein by reference to Exhibit 3.1 to the Registrant's current report on Form 8-K filed on March 10, 2023. 4.1 Specimen of Certificate representing common stock of NRG Energy, Inc. 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 Base Indenture, dated May 23, 2016, between NRG Energy, Inc. and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee. Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 23, 2016. 4.3 Fourth Supplemental Indenture, dated December 7, 2017, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 5.750% Senior Notes due 2028. Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on December 8, 2017. 4.4 Fifth Supplemental Indenture, dated May 14, 2019, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 5.250% Senior Notes due 2029. Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May 16, 2019. 162 4.5 Base Indenture, dated December 2, 2020, 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 December 4, 2020. 4.6 Supplemental Indenture, dated December 2, 2020, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 3.375% Senior Notes due 2029 and Form of 3.625% Senior Notes due 2031. Incorporated herein by reference to Exhibit 4.6 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020. 4.7 Second Supplemental Indenture, dated August 23, 2021, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 3.875% Senior Notes due 2032. Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on August 23, 2021. 4.8 Base Indenture, dated October 30, 2024, 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 November 1, 2024. 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. and Delaware Trust Company, as trustee 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 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. Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020. 4.15 Supplemental Indenture, dated December 2, 2020, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 2.000% Senior Secured First Lien Notes due 2025 and Form of 2.450% Senior Secured First Lien Notes due 2027 Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020. 4.16 Supplemental Indenture, dated March 9, 2023, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 7.000% Senior Secured First Lien Notes due 2033 Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on March 10, 2023. 4.17 Base Indenture, dated August 29, 2023, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Alexander Funding Trust II Pre-Capitalized Trust Securities. 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 of 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. 163 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 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. Amended and Restated Long-Term Incentive Plan Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2024. 10.2* Form of NRG Energy, Inc. Long-Term Incentive Plan Restricted Stock Unit Agreement. Incorporated herein by reference to Exhibit 10.24 to the Registrant's annual report on Form 10-K filed on February 28, 2024. 10.3* Form of NRG Energy, Inc. Long-Term Incentive Plan Restricted Stock Unit Agreement. Filed herewith 10.4* 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. 10.5* 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. 10.6* Form of NRG Energy, Inc. 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. and Lawrence S. Coben Incorporated herein by reference to Exhibit 10.25 to the Registrant's annual report on Form 10-K filed on February 28, 2024. 10.8* Relative Performance Stock Unit Agreement, dated August 1, 2024, between NRG Energy, Inc. and Lawrence S. Coben 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 10.11* Form of NRG Energy, Inc. 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 10.13* NRG Energy, Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) (formerly known as the Vivint Smart Home, Inc. Long-Term Incentive Plan) Incorporated herein by reference to Exhibit 4.4 to Vivint Smart Home's Post-Effective Amendment on Form S-8 to Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 24, 2020 10.14* Amendment to NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint) Incorporated herein by reference to Exhibit 10.1 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2023. 10.15* Second Amendment to NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint) Incorporated herein by reference to Exhibit 10.15 to the Registrant's annual report on Form 10-K filed on February 26, 2025. 164 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. 10.17* 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. Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on May 7, 2015. 10.26* NRG Energy, Inc. Amended and Restated Executive Change-in-Control and General Severance Plan for Tier IA and Tier IIA Executives (Amended and Restated Effective January 1, 2024). Incorporated herein by reference to Exhibit 10.10 to the Registrant's annual report on Form 10-K filed on February 28, 2024. 10.27* Amended and Restated Employee Stock Purchase Plan 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. and Lawrence S. Coben Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on August 1, 2024. 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. 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. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020. 10.32 Amendment No. 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. 165 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. Incorporated herein by reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed on June 24, 2024. 10.36 Facility Agreement, dated August 29, 2023, among NRG Energy, Inc., the guarantors party thereto, Alexander Funding Trust II and Deutsche Bank Trust Company Americas, as the notes trustee Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on August 29, 2023. 10.37 Letter of Credit Facility Agreement, dated August 29, 2023, among NRG Energy, Inc., the financial institutions from time to time party thereto as letter of credit issuers, and Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on August 29, 2023. 10.38 Amended and Restated Declaration of Trust of Alexander Funding Trust II, dated August 29, 2023, among NRG Energy, Inc. as depositor and in its own capacity, Deutsche Bank Trust Company Americas, as trustee, and Deutsche Bank Trust Company Delaware, as Delaware trustee Incorporated herein by reference to Exhibit 4.3 to the Registrant's current report on Form 8-K filed on August 29, 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). Incorporated herein by reference to Exhibit 10.34 to NRG Yield, Inc.'s Annual Report on Form 10-K filed on March 1, 2018. 19.1 Insider Trading Policy Filed herewith. 21.1 Subsidiaries of NRG Energy, Inc. Filed herewith. 22.1 List of Guarantor Subsidiaries Filed herewith. 23.1 Consent of KPMG LLP. Filed herewith. 24.1 Power of Attorney Included on signature page 31.1 Rule 13a-14(a)/15d-14(a) certification of Lawrence Coben Filed herewith. 31.2 Rule 13a-14(a)/15d-14(a) certification of Woo-Sung Chung Filed herewith. 31.3 Rule 13a-14(a)/15d-14(a) certification of G. Alfred Spencer Filed herewith. 32 Section 1350 Certification. Furnished herewith. 95.1 Mine Safety Disclosure Filed herewith. 97 NRG Energy, Inc. Clawback Policy Incorporated herein by reference to Exhibit 97 to the Registrant's annual report on Form 10-K filed on February 28, 2024. 101 INS Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. 101 SCH Inline XBRL Taxonomy Extension Schema. Filed herewith. 101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase. Filed herewith. 101 DEF Inline XBRL Taxonomy Extension Definition Linkbase. Filed herewith. 101 LAB Inline XBRL Taxonomy Extension Label Linkbase. Filed herewith. 101 PRE Inline XBRL Taxonomy Extension Presentation Linkbase. Filed herewith. 104 Cover Page Interactive Data File (the cover page interactive data file does not appear in Exhibit 104 because it's Inline XBRL tags are embedded within the Inline XBRL document). Filed herewith. 166 * 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. ^ This filing excludes schedules pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementary to the Securities and Exchange Commission upon request by the Commission. ‡ Portions of this exhibit have been excluded because they are both not material and would likely cause competitive harm to the registrant if publicly disclosed. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”. Item 16. Form 10-K Summary None. 167 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NRG ENERGY, INC. (Registrant) By: /s/ LAWRENCE S. COBEN Lawrence S. Coben Chief Executive Officer Date: February 24, 2026 168 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Brian E. 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 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. Signature Title Date /s/ LAWRENCE S. COBEN Chief Executive Officer and Director February 24, 2026 Lawrence S. Coben (Principal Executive Officer, Chair of the Board) /s/ WOO-SUNG CHUNG Chief Financial Officer February 24, 2026 Woo-Sung Chung (Principal Financial Officer) /s/ G. ALFRED SPENCER Chief Accounting Officer February 24, 2026 G. Alfred Spencer (Principal Accounting Officer) /s/ E. SPENCER ABRAHAM Director February 24, 2026 E. Spencer Abraham /s/ ANTONIO CARRILLO Director February 24, 2026 Antonio Carrillo /s/ MATTHEW CARTER, JR. Director February 24, 2026 Matthew Carter, Jr. /s/ HEATHER COX Director February 24, 2026 Heather Cox /s/ ELISABETH B. DONOHUE Director February 24, 2026 Elisabeth B. Donohue /s/ MARWAN FAWAZ Director February 24, 2026 Marwan Fawaz /s/ SANJAY KAPOOR Director February 24, 2026 Sanjay Kapoor /s/ ALEX POURBAIX Director February 24, 2026 Alex Pourbaix /s/ ALEXANDRA PRUNER Director February 24, 2026 Alexandra Pruner /s/ MARCIE C. ZLOTNIK Director February 24, 2026 Marcie C. Zlotnik 169