NRG Energy Inc (NRG)

NRG Energy Announces Appointment of New Independent DirectorMay 21, 2026 8:04 AM
Business Wire Energy Industry Leader Brings Expertise Across Power, Gas, and Integrated Energy Solutions to the NRG Board of Directors NRG Energy, Inc. (NYSE: NRG) today announced that Glenn Wright has been appointed to its Board of Directors, effective May 26, 2026. “Glenn has experience across power markets and customer energy solutions, along with a proven track record managing complex portfolios,” said Antonio Carrillo, NRG Board Chair. “His perspective will be valuable as NRG continues to focus on disciplined execution, long-term value creation, and serving customers. We are pleased to welcome him to the Board.” Dr. Wright’s appointment brings the NRG Board to 11 members and further reinforces the Board’s role in providing strong governance and stewardship as the company advances its strategy. About the New Director:
Glenn Wright Glenn Wright brings extensive leadership from Shell plc where he most recently served as Senior Vice President, Shell Energy Americas, and President and Chief Executive Officer of Shell New Energies, US (2020-2025). In this role, he led efforts to expand renewable generation and scale integrated energy solutions for customers across North and South America. Earlier, Dr. Wright served as Vice President of Shell Energy Trading Americas, and President and Chief Executive Officer of Shell Energy North America (2016–2020), accountable for the power and gas wholesale trading business in North and South America as well as retail and commercial power operations and advanced customer-focused offerings. Prior to these roles, he held several leadership positions within Shell’s downstream businesses, including General Manager of Power Trading, Shell Energy North America (2008–2016), General Manager of Business Development, Shell Lubricants (2007-2008), and General Manager of Portfolio Projects, Shell Oil Products, United States (2005-2007). His experience spans wholesale markets, portfolio management, and commercial optimization. Dr. Wright also held leadership positions at Enterprise Business Development Inc. as Vice President of Business Development (2002-2005) and Enron Corporation as Vice President of Enron Industrial Markets (1999-2002). In his early career, Dr. Wright dedicated several years to Shell plc (1992-1999). He served in a series of engineering, process development, and manufacturing roles, supporting operations and driving performance improvements across the company’s chemical and energy businesses. He holds a Ph.D. and MS in chemical engineering and an MBA from the University of Texas at Austin, and a BS in chemical engineering from the Georgia Institute of Technology. About NRG
NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future. View source version on businesswire.com: https://www.businesswire.com/news/home/20260520804578/en/ Media
Laura Avant
Laura.Avant@nrg.com Investors
Brendan Mulhern
609.524.4767
Investor.relations@nrg.com Original: NRG Energy Announces Appointment of New Independent Director

NRG Energy Reports First Quarter 2026 Results and Reaffirms 2026 Financial GuidanceMay 6, 2026 7:03 AM
Business Wire Reaffirming 2026 guidance ranges and capital allocation Delivered exceptional fleet reliability performance through Winter Storm Fern; 94% ERCOT fleet in-the-money availability Commercial operations at 415 MW T.H. Wharton facility expected by the end of May 2026; all three Texas Energy Fund projects on time and on budget Texas residential VPP program surpassed 200 MW; on track for 1 GW by 2035 NRG Energy, Inc. (NYSE: NRG) today announced financial results for the first quarter ended March 31, 2026, and reports GAAP Net Income of $125 million, GAAP Earnings per Share (EPS) — basic of $0.52, and GAAP Cash Used by Operating Activities of $(169) million. The Company's non-GAAP metrics are Adjusted Net Income of $308 million, Adjusted EPS of $1.49, Adjusted EBITDA of $1,080 million, and Free Cash Flow before Growth Investments (FCFbG) of $(66) million for the first quarter of 2026. "Our team executed well this quarter. The fleet performed, and our retail and commercial businesses delivered affordable, reliable power to the customers and communities that count on us,” said Robert Gaudette, President & CEO. “Demand for our product continues to grow, and NRG has the platform, the people and the assets to capitalize on the opportunity ahead. We have momentum across the business and are well-positioned heading into summer. I am grateful to Larry for his leadership, proud of this team and focused on deploying capital with discipline to create durable, long-term value.” Consolidated Financial Results Table 1:     Three Months Ended (In millions, except per share amounts)   3/31/2026   3/31/2025 GAAP Net Income   $ 125     $ 750 Adjusted Net Incomea b   $ 308     $ 531 GAAP EPS — basicc   $ 0.52     $ 3.70 Adjusted EPSa d   $ 1.49     $ 2.68 Adjusted EBITDAa   $ 1,080     $ 1,126 GAAP Cash (Used)/Provided by Operating Activities   $ (169 )   $ 855 Free Cash Flow Before Growth Investments (FCFbG)a   $ (66 )   $ 293 a Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and FCFbG are non-GAAP financial measures; see Appendix tables A-1 through A-3 for GAAP reconciliations. Adjusted EPS, Adjusted Net Income, and Adjusted EBITDA exclude fair value adjustments related to derivatives b Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders'; see Appendix tables A-1 and A-2 c GAAP Net Income per Weighted Average Common Share - Basic d Adjusted EPS calculated based on Adjusted Net Income divided by weighted average number of common shares outstanding - basic NRG reported a GAAP Net Income of $125 million, a decrease of $625 million for the first quarter of 2026 compared to the same period in 2025. This decrease was primarily due to unrealized non-cash losses from mark-to-market economic hedges, driven by a decrease in natural gas prices, as compared to prior year which saw gains. Certain economic hedge positions are required to be marked-to-market each period, while the associated customer contracts are not. This accounting treatment can result in temporary unrealized gains or losses that do not reflect the expected economics at settlement. Results were further impacted by mild weather in Texas and increased supply costs in the East, as reflected in the Adjusted EBITDA results below, along with receipt of W.A. Parish insurance proceeds in the first quarter of 2025. Adjusted Net Income for the first quarter 2026 is $308 million, $223 million lower than prior year, primarily driven by a $46 million decrease in Adjusted EBITDA, which includes the financial impacts described in the segment results below, in addition to higher interest expense and depreciation and amortization related to the completed acquisition of generation assets and CPower from LS Power. Adjusted EPS is $1.49 for the first quarter 2026, $1.19 lower than prior year. The first quarter 2026 Adjusted EPS results include the financial impacts from Adjusted Net Income and impacts of shares issued as part of the completed acquisition of generation assets and CPower from LS Power. Reaffirming 2026 Guidance NRG is reaffirming its guidance for 2026 as set forth below. Table 2: Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and FCFbG Guidance for 2026a     2026 (In millions, except per share amounts)   Guidance Adjusted Net Income   $1,685 - $2,115 Adjusted EPS   $7.90 - $9.90 Adjusted EBITDA   $5,325 - $5,825 FCFbG   $2,800 - $3,300 a Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and FCFbG are non-GAAP financial measures; see Appendix tables A-5 and A-6 for GAAP reconciliations. Adjusted Net Income, Adjusted EPS, and Adjusted EBITDA exclude fair value adjustments related to derivatives. The Company does not guide to GAAP Net Income due to the impact of such fair value adjustments related to derivatives in a given year. 2026 Capital Allocation The Company plans to return $1.0 billion to shareholders through share repurchases and approximately $407 million through common stock dividends in 2026, as part of its previously announced 2026 capital allocation plan. Through April 30, 2026, the Company completed $817 million in share repurchases and distributed $102 million in common stock dividends. On April 28, 2026, NRG closed on $2.6 billion of Senior Unsecured Notes and Senior Secured Notes, and $900 million of new Term Loan B. The proceeds will be utilized to repay the $1.5 billion 2032 Lightning Senior Secured Notes, related transaction fee, expenses and premiums, and a portion of the outstanding borrowings under the NRG revolving credit facility. These refinancings will create more than $10 million of annual interest savings, while extending average debt maturities and shifting nearly $1.0 billion of debt from secured to unsecured. On April 21, 2026, NRG declared a quarterly dividend of $0.475 per common share, or $1.90 per share on an annualized basis. The dividend is payable on May 15, 2026, to common stockholders of record as of May 1, 2026. NRG's share repurchase program and common stock dividend are subject to maintaining satisfactory credit metrics, available capital, market conditions, and compliance with associated laws and regulations. The timing and amount of any shares of common stock repurchased under the share repurchase authorization will be determined by NRG’s management based on market conditions and other factors. NRG will only repurchase shares when management believes it would not jeopardize the Company’s ability to maintain satisfactory credit ratings. NRG Strategic Developments Leadership Succession On April 30, 2026, Robert Gaudette, President, succeeded Larry Coben as Chief Executive Officer, and Antonio Carrillo succeeded Dr. Coben as Chair of the Board, completing the leadership transition announced on January 7, 2026. Mr. Gaudette was also elected to serve on the Board of Directors at the 2026 Annual Meeting of Shareholders. Dr. Coben will serve as an advisor to NRG through the end of 2026. Texas Energy Fund (TEF) The Company expects commercial operations at its first project, the 415 MW T.H. Wharton facility, by the end of May 2026. All three of NRG's TEF projects, totaling 1.5 GW of new generation, remain on track and on budget. These projects highlight NRG’s dedication to providing reliable, affordable power generation to support the increasing energy demands of Texas consumers. Segment Results Table 3: Adjusted EBITDAa (In millions)   Three Months Ended Segment   3/31/2026   3/31/2025 Texas   $ 216   $ 299 East     464     474 West/Otherb     106     73 Vivint Smart Home     294     280 Adjusted EBITDA   $ 1,080   $ 1,126 a Adjusted EBITDA is a non-GAAP financial measure; see Appendix tables A-1 and A-2 for GAAP reconciliation of Adjusted EBITDA (by operating segment) to GAAP Net Income (by operating segment). Adjusted EBITDA excludes fair value adjustments related to derivatives b Includes Corporate activities Texas: First quarter 2026 Adjusted EBITDA is $216 million, $83 million lower than the prior year. The decrease is primarily driven by mild winter weather, including a ~30% decrease in heating degree days as compared to prior year leading to lower retail load, and additional operating expenses for the new generation assets. East: First quarter 2026 Adjusted EBITDA is $464 million, $10 million lower than the prior year. The decrease is primarily driven by higher power supply costs during Winter Storm Fern, partially offset by the contribution of the generation assets and CPower acquired from LS Power. West/Other: First quarter 2026 Adjusted EBITDA is $106 million, $33 million higher than the prior year. The increase is primarily driven by lower power supply costs. Vivint Smart Home: First quarter 2026 Adjusted EBITDA is $294 million, $14 million higher than the prior year. The increase is attributable to strong growth in customer count and an increase in monthly recurring service margin per customer. Liquidity and Capital Resources Table 4: Corporate Liquidity (In millions)   3/31/26   12/31/25 Cash and Cash Equivalents   $ 178   $ 4,708 Restricted Cash     57     30 Total   $ 235   $ 4,738 Total availability under revolving credit facility and collective collateral facilitiesa     3,015     4,890 Total liquidity, excluding funds deposited by counterparties   $ 3,250   $ 9,628 a Total capacity of the revolving credit facility and collective collateral facilities was $9.3 billion and $7.7 billion as of March 31, 2026 and December 31, 2025, respectively As of March 31, 2026, NRG's unrestricted cash was approximately $0.2 billion, and $3.0 billion was available under the Company’s credit facilities. Total liquidity was $3.3 billion, which was $6.4 billion lower than December 31, 2025, primarily driven by the use of cash and borrowings under the revolving credit facility to fund the acquisition of generation assets and CPower from LS Power. Earnings Conference Call On May 6, 2026, NRG will host a conference call at 9:00 a.m. Eastern (8:00 a.m. Central) to discuss these results. Investors, the news media and others may access the live webcast of the conference call and accompanying presentation materials through the investor relations website under “presentations and webcasts” on investors.nrg.com. The webcast will be archived on the site for those unable to listen in real-time. About NRG NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future. Forward-Looking Statements In addition to historical information, the information presented in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about NRG's future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated herein include, among others, general economic conditions, the imposition of tariffs, the escalation of international trade disputes, and the occurrence or re-escalation of geopolitical conflicts (including the hostilities with Iran and the conflicts in the Middle East) and inflationary impacts resulting therefrom, risks associated with the integration of the portfolio of assets acquired from LS Power, including potential disruption to ongoing operations and other transition difficulties, the inability of the combined company to realize expected synergies and benefits of integration (or that it takes longer than expected) which may result in the combined company not operating as effectively as expected, the emergence of hazards customary in the power industry, weather conditions and extreme weather events, competition in wholesale power, gas and smart home markets, the volatility of energy and fuel prices, the volatility in demand for power and gas, customer affordability concerns that may constrain the pricing of NRG's products and services and limit its ability to recover costs, the failure of customers or counterparties to perform under contracts, changes in the wholesale power and gas markets, the failure of NRG’s expectations regarding load growth to materialize, changes in government or market regulations, the condition of capital markets generally and NRG’s ability to access capital markets, NRG’s ability to execute its supply strategy, risks related to data privacy, cyberterrorism and inadequate cybersecurity, the loss of data, unanticipated outages at NRG’s generation facilities, operational and reputational risks related to the use of artificial intelligence and the adherence to developing laws and regulations related to the use thereof, NRG’s ability to achieve its net debt targets, adverse results in current and future litigation, complaints, product liability claims and/or adverse publicity, failure to identify, execute or successfully implement acquisitions or asset sales, risks of the smart home and security industry, including risks of and publicity surrounding the sales, customer origination and retention process, the impact of changes in consumer spending patterns, consumer preferences, geopolitical tensions, demographic trends, supply chain disruptions, NRG’s ability to implement value enhancing improvements to plant operations and company wide processes, NRG’s ability to achieve or maintain investment grade credit metrics, NRG’s ability to proceed with projects under development or the inability to complete the construction of such projects on schedule or within budget, the inability to maintain or create successful partnering relationships, NRG’s ability to operate its business efficiently, NRG’s ability to retain customers, the ability to successfully integrate businesses of acquired assets or companies (including the portfolio acquisition from LS Power), NRG’s ability to realize anticipated benefits of transactions (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, NRG’s ability to execute its capital allocation plan, and the other risks and uncertainties discussed in this release and in our Forms 10-K, 10-Q, and 8-K filed with or furnished to the Securities and Exchange Commission (the "SEC"). Achieving investment grade credit metrics is not an indication of or guarantee that NRG will receive investment grade credit ratings. Debt and share repurchases may be made from time to time subject to market conditions and other factors, including as permitted by United States securities laws. Furthermore, any common stock dividend is subject to available capital and market conditions. NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The Adjusted EBITDA, adjusted cash provided by operating activities, Free Cash Flow before Growth, Adjusted Net Income, and Adjusted EPS guidance are estimates as of May 6, 2026. These estimates are based on assumptions NRG believed to be reasonable as of that date. NRG disclaims any current intention to update such guidance, except as required by law. The foregoing review of factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included in this press release should be considered in connection with information regarding risks and uncertainties that may affect NRG's future results included in NRG's filings with the SEC at www.sec.gov. For a more detailed discussion of these factors, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in NRG’s most recent Annual Report on Form 10-K, and in subsequent SEC filings. NRG’s forward-looking statements speak only as of the date of this communication or as of the date they are made. NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)     Three months ended March 31, (In millions, except per share amounts) 2026   2025 Revenue       Revenue $ 10,256     $ 8,585   Operating Costs and Expenses       Cost of operations (excluding depreciation and amortization shown below)   8,858       6,561   Depreciation and amortization   432       326   Selling, general and administrative costs (excluding amortization of customer acquisition costs of $87 and $65, respectively, which are included in depreciation and amortization shown separately above)   593       549   Acquisition-related transaction and integration costs   45       8   Total operating costs and expenses   9,928       7,444   Loss on sale of assets   —       (7 ) Operating Income   328       1,134   Other Income/(Expense)       Other income, net   40       14   Interest expense   (285 )     (163 ) Total other expense   (245 )     (149 ) Income Before Income Taxes   83       985   Income tax (benefit)/expense   (42 )     235   Net Income $ 125     $ 750   Less: Cumulative dividends attributable to Series A Preferred Stock   17       17   Net Income Available for Common Stockholders $ 108     $ 733   Income per Share       Weighted average number of common shares outstanding — basic   207       198   Income per Weighted Average Common Share — Basic $ 0.52     $ 3.70   Weighted average number of common shares outstanding — diluted   208       203   Income per Weighted Average Common Share — Diluted $ 0.52     $ 3.61   NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)     Three months ended March 31, (In millions) 2026   2025 Net Income $ 125     $ 750 Other Comprehensive (Loss)/Income       Foreign currency translation adjustments   (1 )     2 Defined benefit plans   (2 )     — Other comprehensive (loss)/income   (3 )     2 Comprehensive Income $ 122     $ 752 NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS     March 31, 2026   December 31, 2025 (In millions, except share data) (Unaudited)   (Audited) ASSETS       Current Assets       Cash and cash equivalents $ 178     $ 4,708   Funds deposited by counterparties   176       260   Restricted cash   57       30   Accounts receivable, net   3,777       4,065   Inventory   665       461   Derivative instruments   3,081       2,189   Cash collateral paid in support of energy risk management activities   606       365   Prepayments and other current assets   1,382       1,069   Total current assets   9,922       13,147   Property, plant and equipment, net   13,533       3,632   Other Assets       Operating lease right-of-use assets, net   153       130   Goodwill   8,881       5,017   Customer relationships, net   1,255       1,203   Other intangible assets, net   1,207       1,106   Derivative instruments   1,704       1,568   Deferred income taxes   1,796       1,843   Other non-current assets   1,602       1,494   Total other assets   16,598       12,361   Total Assets $ 40,053     $ 29,140           LIABILITIES AND STOCKHOLDERS’ EQUITY       Current Liabilities       Current portion of long-term debt and finance leases $ 3,375     $ 31   Current portion of operating lease liabilities   38       35   Accounts payable   2,485       2,834   Derivative instruments   3,230       2,257   Cash collateral received in support of energy risk management activities   176       260   Deferred revenue current   727       748   Accrued expenses and other current liabilities   1,816       1,864   Total current liabilities   11,847       8,029   Other Liabilities       Long-term debt and finance leases   19,779       16,412   Non-current operating lease liabilities   165       144   Derivative instruments   1,461       1,103   Deferred income taxes   139       15   Deferred revenue non-current   868       895   Other non-current liabilities   920       861   Total other liabilities   23,332       19,430   Total Liabilities   35,179       27,459   Commitments and Contingencies       Stockholders’ Equity       Preferred stock; 10,000,000 shares authorized; 650,000 Series A shares issued and outstanding at March 31, 2026 and December 31, 2025, aggregate liquidation preference of $650; at March 31, 2026 and December 31, 2025   650       650   Common stock; $0.01 par value; 500,000,000 shares authorized; 224,850,164 and 199,828,615 shares issued and 212,762,887 and 190,376,607 shares outstanding at March 31, 2026 and December 31, 2025, respectively   2       2   Additional paid-in-capital   3,868       215   Retained earnings   1,969       1,982   Treasury stock, at cost; 12,087,277 shares and 9,452,008 shares at March 31, 2026, and December 31, 2025, respectively   (1,531 )     (1,087 ) Accumulated other comprehensive loss   (84 )     (81 ) Total Stockholders’ Equity   4,874       1,681   Total Liabilities and Stockholders’ Equity $ 40,053     $ 29,140   NRG ENERGY, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)     Three months ended March 31, (In millions) 2026   2025 Cash Flows from Operating Activities       Net Income $ 125     $ 750   Adjustments to reconcile net income to cash (used)/provided by operating activities:       Depreciation of property, plant and equipment and amortization of customer relationships and other intangible assets   277       218   Amortization of capitalized contract costs   155       108   Net accretion of/(gain) on asset retirement obligations   7       (10 ) Provision for credit losses   59       56   Amortization of financing costs and debt discounts   5       6   Amortization of in-the-money contracts and emissions allowances   36       44   Amortization of unearned equity compensation   41       29   Net loss on sale of assets and disposal of assets   3       8   Gain on proceeds from insurance recoveries for property, plant and equipment, net   —       (100 ) Changes in derivative instruments   190       (320 ) Changes in current and deferred income taxes and liability for uncertain tax benefits   (56 )     143   Changes in collateral deposits in support of risk management activities   (142 )     623   Cash provided/(used) by changes in other working capital:       Accounts receivable - trade   809       (78 ) Inventory   (29 )     92   Prepayments and other current assets   (196 )     (179 ) Accounts payable   (910 )     (196 ) Accrued expenses and other current liabilities   (315 )     (185 ) Other assets and liabilities   (228 )     (154 ) Cash (used)/provided by operating activities $ (169 )   $ 855   Cash Flows from Investing Activities       Payments for acquisitions of businesses and assets, net of cash acquired $ (6,755 )   $ (20 ) Capital expenditures   (317 )     (217 ) Proceeds from sales of assets   —       6   Net purchases of emissions allowances   —       (3 ) Proceeds from insurance recoveries for property, plant and equipment, net   —       100   Cash used by investing activities $ (7,072 )   $ (134 ) Cash Flows from Financing Activities       Equivalent shares purchased in lieu of tax withholdings $ (79 )   $ (40 ) Payments for share repurchase activity and excise tax   (481 )     (314 ) Payments of dividends to preferred and common stockholders   (135 )     (121 ) Proceeds from issuance of long-term debt   57       —   Repayments of long-term debt and finance leases   (12 )     (5 ) Payments of deferred financing costs   (42 )     (3 ) Net receipts from settlement of acquired derivatives that include financing elements   19       25   Proceeds from credit facilities   4,850       —   Repayments to credit facilities   (1,525 )     —   Cash provided/(used) by financing activities $ 2,652     $ (458 ) Effect of exchange rate changes on cash and cash equivalents   2       2   Net (Decrease)/Increase in Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash   (4,587 )     265   Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at Beginning of Period   4,998       1,173   Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at End of Period $ 411     $ 1,438   Appendix Table A-1: First Quarter 2026 Adjusted EBITDA and Adjusted Net Income Reconciliation by Operating Segment and Consolidated Adjusted EPS Reconciliation The following table summarizes the calculation of Adjusted EBITDA, Adjusted Net Income and Adjusted EPS and provides a reconciliation from Net Income/(Loss) Available for Common Stockholders: (In millions, except per share amounts) Texas East West/ Other Vivint Smart Home Corp/Elim Total   Earnings Per Share, Basic 6, 7 Earnings Per Share, Diluted 6, 7 Net Income/(Loss) Available for Common Stockholders $ 29   $ 238   $ 45   $ 75   $ (279 ) $ 108     $ 0.52   $ 0.52   Cumulative dividends attributable to Series A Preferred Stock           17     17       0.08     0.08   Net Income/(Loss) $ 29   $ 238   $ 45   $ 75   $ (262 ) $ 125     $ 0.60   $ 0.60   Plus:                   Interest expense, net   —     —     —     —     241     241       1.16     1.16   Income tax (benefit)   —     —     —     —     (42 )   (42 )     (0.20 )   (0.20 ) Depreciation and amortization   108     102     8     200     14     432       2.09     2.08   ARO expense   3     4     —     —     —     7       0.03     0.03   Contract and emission credit amortization, net   2     8     1     —     —     11       0.05     0.05   Stock-based compensation1   21     11     1     10     —     43       0.21     0.21   Acquisition and divestiture integration and transaction costs   —     —     —     —     45     45       0.22     0.22   Cost to achieve   2     —     —     6     1     9       0.04     0.04   Deactivation costs   —     1     —     —     —     1       —     —   Other and non-recurring charges   —     —     (1 )   3     1     3       0.01     0.01   Mark to market (MtM) loss on economic hedges2   51     100     54     —     —     205       0.99     0.99   Adjusted EBITDA $ 216   $ 464   $ 108   $ 294   $ (2 ) $ 1,080     $ 5.22   $ 5.19   Adjusted interest expense, net3   —     —     —     —     (247 )   (247 )     (1.19 )   (1.19 ) Depreciation and amortization   (108 )   (102 )   (8 )   (200 )   (14 )   (432 )     (2.09 )   (2.08 ) Adjusted Income before income taxes   108     362     100     94     (263 )   401       1.94     1.93   Adjusted income tax expense4   —     —     —     —     (76 )   (76 )     (0.37 )   (0.37 ) Adjusted Net Income before Preferred Stock dividends   108     362     100     94     (339 )   325       1.57     1.56   Cumulative dividends attributable to Series A Preferred Stock   —     —     —     —     (17 )   (17 )     (0.08 )   (0.08 ) Adjusted Net Income5 $ 108   $ 362   $ 100   $ 94   $ (356 ) $ 308     $ 1.49   $ 1.48   1 Stock-based compensation includes employee stock purchase plan expense 2 Loss of $205 million was primarily driven by unrealized non-cash mark-to-market losses on economic hedges in East and West due to decreases in natural gas prices and CAISO and Alberta power prices 3 Excludes mark-to-market gain on interest hedges of $6 million 4 Income tax calculated using Adjusted effective tax rate (ETR) on Adjusted Income before income taxes. Adjusted ETR includes impact of NRG’s tax credits as well as non-recurring tax items, using CAMT rate to accrue tax. Other adjustments are shown on pre-tax basis 5 Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders' 6 Items may not sum due to rounding 7 Earnings per share amounts are based on weighted average number of common shares outstanding - basic of 207 million and on weighted average number of common shares outstanding - diluted of 208 million for the three months ended March 31, 2026 First Quarter 2026 condensed financial information by Operating Segment: (In millions, except per share amounts) Texas East West/Other Vivint Smart Home Corp/Elim Total Revenue1 $ 2,393   $ 6,470   $ 864   $ 578   $ (13 ) $ 10,292   Cost of fuel, purchased power and other cost of sales2   1,708     5,671     711     52     (1 )   8,141   Economic gross margin   685     799     153     526     (12 )   2,151   Operations & maintenance and other cost of operations3   270     169     14     71     —     524   Selling, marketing, general and administrative4   198     167     29     161     (9 )   546   Other   1     (1 )   2     —     (1 )   1   Adjusted EBITDA $ 216   $ 464   $ 108   $ 294   $ (2 ) $ 1,080   Adjusted interest expense, net5   —     —     —     —     (247 )   (247 ) Depreciation and amortization   (108 )   (102 )   (8 )   (200 )   (14 )   (432 ) Adjusted Income before income taxes   108     362     100     94     (263 )   401   Adjusted income tax expense5   —     —     —     —     (76 )   (76 ) Adjusted Net Income before Preferred Stock dividends   108     362     100     94     (339 )   325   Cumulative dividends attributable to Series A Preferred Stock   —     —     —     —     (17 )   (17 ) Adjusted Net Income5 $ 108   $ 362   $ 100   $ 94   $ (356 ) $ 308   Weighted average number of common shares outstanding - basic             207   Adjusted EPS           $ 1.49   1 Excludes MtM loss of $42 million and contract amortization of $(6) million 2 Includes TDSP expense, capacity and emission credits 3 Excludes ARO expense of $7 million, stock-based compensation of $5 million and deactivation costs of $1 million 4 Excludes stock-based compensation of $38 million and cost to achieve of $9 million 5 See previous table for details Appendix Table A-2: First Quarter 2025 Adjusted EBITDA and Adjusted Net Income Reconciliation by Operating Segment and Consolidated Adjusted EPS Reconciliation The following table summarizes the calculation of Adjusted EBITDA, Adjusted Net Income and Adjusted EPS and provides a reconciliation from Net Income/(Loss) Available for Common Stockholders: (In millions, except per share amounts) Texas East West/ Other Vivint Smart Home Corp/Elim Total   Earnings Per Share, Basic 7, 8 Earnings Per Share, Diluted 7, 8 Net Income/(Loss) Available for Common Stockholders $ 337   $ 705   $ 66   $ 54   $ (429 ) $ 733     $ 3.70   $ 3.61   Cumulative dividends attributable to Series A Preferred Stock           17     17       0.09     0.08   Net Income/(Loss) $ 337   $ 705   $ 66   $ 54   $ (412 ) $ 750     $ 3.79   $ 3.69   Plus:                   Interest expense, net   —     —     —     —     149     149       0.75     0.73   Income tax expense   —     —     —     —     235     235       1.19     1.16   Depreciation and amortization   83     37     9     186     11     326       1.65     1.61   ARO expense/(gain)   4     (14 )   —     —     —     (10 )     (0.05 )   (0.05 ) Contract and emission credit amortization, net   1     29     —     —     —     30       0.15     0.15   Stock-based compensation1   9     4     1     13     —     27       0.14     0.13   Acquisition and divestiture integration and transaction costs1   —     —     —     1     10     11       0.06     0.05   Cost to achieve1   —     —     —     —     3     3       0.02     0.01   Deactivation costs   3     2     —     —     —     5       0.03     0.02   Loss on sale of assets   —     —     7     —     —     7       0.04     0.03   Other and non-recurring charges2   (100 )   —     1     26     (3 )   (76 )     (0.38 )   (0.37 ) Mark to market (MtM) (gain) on economic hedges3   (38 )   (289 )   (4 )   —     —     (331 )     (1.67 )   (1.63 ) Adjusted EBITDA $ 299   $ 474   $ 80   $ 280   $ (7 ) $ 1,126     $ 5.69   $ 5.55   Adjusted interest expense, net4   —     —     —     —     (140 )   (140 )     (0.71 )   (0.69 ) Depreciation and amortization   (83 )   (37 )   (9 )   (186 )   (11 )   (326 )     (1.65 )   (1.61 ) Adjusted Income before income taxes   216     437     71     94     (158 )   660       3.33     3.25   Adjusted income tax expense5   —     —     —     —     (112 )   (112 )     (0.57 )   (0.55 ) Adjusted Net Income before Preferred Stock dividends   216     437     71     94     (270 )   548       2.77     2.70   Cumulative dividends attributable to Series A Preferred Stock   —     —     —     —     (17 )   (17 )     (0.09 )   (0.08 ) Adjusted Net Income6 $ 216   $ 437   $ 71   $ 94   $ (287 ) $ 531     $ 2.68   $ 2.62   1 Stock-based compensation of $1 million is reflected in acquisition and divestiture integration and transaction costs and $1 million in cost to achieve. Stock-based compensation includes employee stock purchase plan expense 2 Includes $(100) million of property insurance proceeds and reserves for legal matters 3 Gain of $(331) million was primarily driven by unrealized non-cash mark-to-market gains on economic hedges in the East due to large movements in natural gas and power prices 4 Excludes mark-to-market loss on interest hedges of $9 million 5 Income tax calculated using Adjusted ETR on Adjusted Income before income taxes. Adjusted ETR includes impact of NRG’s tax credits as well as non-recurring tax items, using CAMT rate to accrue tax. Other adjustments are shown on pre-tax basis 6 Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders' 7 Items may not sum due to rounding 8 Earnings per share amounts are based on weighted average number of common shares outstanding - basic of 198 million and on weighted average number of common shares outstanding - diluted of 203 million for the three months ended March 31, 2025 First Quarter 2025 condensed financial information by Operating Segment: (In millions, except per share amounts) Texas East West/Other Vivint Smart Home Corp/Elim Total Revenue1 $ 2,435   $ 4,601   $ 1,068   $ 511   $ (10 ) $ 8,605   Cost of fuel, purchased power and other cost of sales2   1,698     3,860     925     36     (3 )   6,516   Economic gross margin   737     741     143     475     (7 )   2,089   Operations & maintenance and other cost of operations3   242     131     34     62     (1 )   468   Selling, marketing, general & administrative4   196     139     33     133     1     502   Other   —     (3 )   (4 )   —     —     (7 ) Adjusted EBITDA $ 299   $ 474   $ 80   $ 280   $ (7 ) $ 1,126   Adjusted interest expense, net5   —     —     —     —     (140 )   (140 ) Depreciation and amortization   (83 )   (37 )   (9 )   (186 )   (11 )   (326 ) Adjusted Income before income taxes   216     437     71     94     (158 )   660   Adjusted income tax expense5   —     —     —     —     (112 )   (112 ) Adjusted Net Income before Preferred Stock dividends   216     437     71     94     (270 )   548   Cumulative dividends attributable to Series A Preferred Stock   —     —     —     —     (17 )   (17 ) Adjusted Net Income5 $ 216   $ 437   $ 71   $ 94   $ (287 ) $ 531   Weighted average number of common shares outstanding - basic             198   Adjusted EPS           $ 2.68   1 Excludes MtM loss of $15 million and contract amortization of $5 million 2 Includes TDSP expense, capacity and emission credits 3 Excludes deactivation costs of $5 million, stock-based compensation of $2 million, ARO gain of $(10) million and other and non-recurring charges of $(99) million 4 Excludes stock-based compensation of $25 million, other and non-recurring charges of $16 million, cost to achieve of $3 million, and acquisition and divestiture integration and transaction costs of $3 million 5 See previous table for details Appendix Table A-3: Three Months Ended March 31, 2026 and 2025 Free Cash Flow before Growth Investments (FCFbG) The following table summarizes the calculation of FCFbG providing a reconciliation from Adjusted EBITDA and Cash provided by operating activities:     Three Months Ended (In millions)   3/31/26   3/31/25 Adjusted EBITDA   $ 1,080     $ 1,126   Interest payments, net     (182 )     (138 ) Income tax payments     (29 )     (7 ) Gross capitalized contract costs     (205 )     (175 ) Collateral/working capital/other assets and liabilities     (833 )     49   Cash (used)/provided by operating activities     (169 )     855   Net receipts from settlement of acquired derivatives that include financing elements     19       25   Acquisition and divestiture integration and transaction costs1     52       12   Adjustment for change in collateral     142       (623 ) Other     (21 )     3   Adjusted cash provided by operating activities     23       272   Maintenance capital expenditures, net2     (94 )     15   Environmental capital expenditures     (5 )     (5 ) Cost of acquisition     10       11   Free Cash Flow before Growth Investments (FCFbG)   $ (66 )   $ 293   1 Three months ended 3/31/26 includes $45 million from acquisition and divestiture integration and transaction costs and $9 million cost to achieve payments (see Appendix table A-1), less $2 million non-cash adjustments; three months ended 3/31/25 includes $11 million from acquisition and divestiture integration and transaction costs and $3 million cost to achieve payments (see Appendix table A-2), less $2 million non-cash adjustments 2 Three months ended 3/31/25 is presented net of W.A. Parish Unit 8 insurance recoveries related to property, plant, and equipment of $100 million Appendix Table A-4: Three Months Ended March 31, 2026 Sources and Uses of Liquidity The following table summarizes the sources and uses of liquidity for the three months ended March 31, 2026: (In millions) Three months ended March 31, 2026 Sources:   Adjusted cash provided by operating activities $ 23   Proceeds from credit facilities, net   4,850   Proceeds from issuance of long-term debt   57   Other   22   Uses:   Payments for acquisitions of businesses and assets, net of cash acquired   (6,755 ) Change in availability under revolving credit facility and collective collateral facilities   (1,875 ) Repayments to credit facilities   (1,525 ) Payments for share repurchase activity   (481 ) Investments and integration capital expenditures   (218 ) Payments of dividends to preferred and common stockholders   (135 ) Maintenance and environmental capital expenditures   (99 ) Equivalent shares purchased in lieu of tax withholdings   (79 ) Cash collateral paid in support of energy risk management activities   (57 ) Acquisition and divestiture integration and transaction costs1   (52 ) Payments of deferred financing costs   (42 ) Repayments of long-term debt and finance leases   (12 ) Change in Total Liquidity $ (6,378 ) 1 Three months ended 3/31/26 includes $45 million from acquisition and divestiture integration and transaction costs and $9 million cost to achieve payments (see Appendix table A-1), less $2 million non-cash adjustments Appendix Table A-5: 2026 Guidance Reconciliation The following table summarizes the 2026 Guidance calculations of Adjusted EBITDA, Adjusted Net Income and Adjusted EPS and provides a reconciliation from Net Income:   2026 (In millions, except per share amounts)   Guidance8,9 Net Income1   $1,325 - $1,755 Interest expense, net   1,195 Income tax expense2   490 - 560 Depreciation and amortization3   1,955 ARO expense   30 Stock-based compensation   120 Acquisition and divestiture integration and transaction costs   110 Other4   100 Adjusted EBITDA   $5,325 - $5,825 Adjusted interest expense, net5   (1,195) Depreciation and amortization3   (1,955) Adjusted Income before income taxes   $2,175 - $2,675 Adjusted income tax expense6   (423) - (493) Adjusted Net Income before Preferred Stock dividends   $1,752 - $2,182 Cumulative dividends attributable to Series A Preferred Stock   (67) Adjusted Net Income7   $1,685 - $2,115 Weighted average number of common shares outstanding - basic   214 Adjusted EPS   $7.90 - $9.90 1 The Company does not guide to Net Income due to the impact of fair value adjustments related to derivatives in a given year. For purposes of guidance, fair value adjustments related to derivatives are assumed to be zero 2 Represents anticipated GAAP income tax 3 Estimates for the acquired LS Power assets are provisional and subject to revisions until evaluations are completed to assess the fair value of long-lived assets 4 Includes adjustments for sale of assets, deactivation costs, and other and non-recurring charges 5 Excludes mark-to-market gains/losses on interest hedges 6 Income tax calculated using Adjusted ETR on Adjusted Income before income taxes. Adjusted ETR includes impact of NRG’s tax credits as well as non-recurring tax items, using CAMT rate to accrue tax. Other adjustments are shown on pre-tax basis 7 Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders' 8 Items may not sum due to rounding 9 Includes 11 months of ownership of the portfolio acquired from LS Power Appendix Table A-6: 2026 Guidance Reconciliation The following table summarizes the calculation of FCFbG providing a reconciliation from Adjusted EBITDA and Cash provided by operating activities:   2026 (In millions) Guidance4,5 Adjusted EBITDA $5,325 - $5,825 Interest payments, net1 (1,100) Income tax payments (70) - (90) Gross capitalized contract costs (1,020) Working capital/other assets and liabilities2 (135) Cash provided by operating activities3 $3,000 - $3,480 Acquisition and other costs2 110 Adjusted cash provided by operating activities $3,110 - $3,590 Maintenance capital expenditures (450) - (480) Environmental capital expenditures (10) - (20) Cost of acquisition 180 Free Cash Flow before Growth Investments (FCFbG) $2,800 - $3,300 1 Interest payments, net represents Interest expense, net of $(1,195) million on Appendix table A-5 plus $95 million accrued interest expense not yet paid 2 Working capital/other assets and liabilities includes payments for Acquisition and divestiture integration and transaction costs, which is adjusted in Acquisition and other costs, and includes net deferred revenues 3 Excludes fair value adjustments related to derivatives and changes in collateral deposits in support of risk management activities 4 Items may not sum due to rounding 5 Includes 11 months of ownership of the portfolio acquired from LS Power Non-GAAP Financial Measures NRG reports its financial results in accordance with the accounting principles generally accepted in the United States (GAAP) and supplements with certain non-GAAP financial measures. These measures are not recognized in accordance with GAAP and should not be viewed in isolation or as an alternative to GAAP measures of performance. In addition, other companies may calculate non-GAAP financial measures differently than NRG does, limiting their usefulness as a comparative measure. NRG uses the following non-GAAP measures to provide additional insight into financial performance: Adjusted EBITDA: Defined as EBITDA (earnings before interest, taxes, depreciation, and amortization, impact of asset retirement obligation expenses and contract amortization consisting of amortization of power and fuel contracts and amortization of emission allowances) with further adjustments for stock-based compensation, impairment losses, deactivation costs, gains or losses on sales, dispositions or retirements of assets, any mark-to-market gains or losses from forward position of economic hedges, gains or losses on the repurchase, modification or extinguishment of debt, restructuring costs, and other non-recurring items plus adjustments to reflect the Adjusted EBITDA from our unconsolidated investments or non-controlling interests. Adjusted EBITDA is intended to facilitate period-to-period comparisons and is widely used by investors for performance assessment. Adjusted Net Income: Defined as net income available to common shareholders excluding the impact of asset retirement obligation expenses, contract amortization consisting of amortization of power and fuel contracts and amortization of emission allowances, stock-based compensation, impairment losses, deactivation costs, gains or losses on sales, dispositions or retirements of assets, any mark-to-market gains or losses from forward position of economic hedges, gains or losses on the repurchase, modification or extinguishment of debt, the impact of restructuring and any extraordinary, unusual or non-recurring items plus adjustments to reflect the Adjusted EBITDA from our unconsolidated investments and non-controlling interests. Adjusted Earnings per Share (EPS): Defined as Adjusted Net Income, divided by the average basic common shares outstanding. Adjusted Cash Provided/(Used) by Operating Activities: Defined as cash provided/(used) by operating activities with the reclassification of net payments of derivative contracts acquired in business combinations from financing to operating cash flow, as well as the add back of merger, integration, related restructuring costs, adjustment for change in collateral, and the impact of extraordinary, unusual or non-recurring items. Free Cash Flow before Growth Investments: Defined as Adjusted Cash provided/(used) by operating activities less maintenance and environmental capital expenditures, net of funding and insurance recoveries related to property, plant and equipment, and adjustments to exclude cost of acquisition related to growth. Management believes these non-GAAP financial measures are useful to investors and other users of NRG's financial statements in evaluating the Company’s operating performance and growth, as well as the impact of the Company’s capital allocation program. They provide an additional tool to compare business performance across periods and adjust for items that management does not consider indicative of NRG’s future operating performance. Management uses these non-GAAP financial measures to assist in comparing financial performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations, and for evaluating actual results against such expectations, and in communications with NRG's Board of Directors, shareholders, creditors, analysts and investors concerning its financial performance. View source version on businesswire.com: https://www.businesswire.com/news/home/20260505727539/en/ Media
Laura Avant
Laura.Avant@nrg.com Investors
Brendan Mulhern
609.524.4767 Original: NRG Energy Reports First Quarter 2026 Results and Reaffirms 2026 Financial Guidance

NRG Energy, Inc. Announces Early Results of Cash Tender Offer and Consent SolicitationApril 28, 2026 8:37 AM
Business Wire
NRG Energy, Inc. (NYSE:NRG) announced today the early results of the previously announced offer to purchase for cash (the “Tender Offer”) for any and all of the outstanding 7.250% senior secured notes due 2032 (the “Notes”) issued by Lightning Power, LLC (“Lightning”), a wholly-owned subsidiary of NRG. In conjunction with the Tender Offer, Lightning also solicited consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Notes (the “Indenture”) to (i) eliminate substantially all of the restrictive covenants and certain affirmative covenants and events of default and related provisions therein (the “Proposed Amendments”) and (ii) release all of the guarantees of and the collateral securing the Notes (the “Release”). The Proposed Amendments require the consent of holders of a majority in aggregate principal amount of the outstanding Notes (the “Covenant Requisite Consent”) and the Release requires the consent of holders of at least 662/3% in aggregate principal amount of the outstanding Notes (the “Release Requisite Consent” and, together with the Covenant Requisite Consent, the “Requisite Consents”).


The Tender Offer and Consent Solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated April 14, 2026 (the “Statement”). Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.




Title







CUSIP/ISIN Numbers(1)







Principal




Amount




Outstanding







Tender Offer




Consideration(2)







Early




Tender




Payment(2)(3)







Total




Consideration(2)(4)








7.250% Senior




Secured Notes




due 2032







CUSIP: 53229KAA7 (144A); U5400KAA5 (Reg S)




ISIN: US53229KAA79 (144A); USU5400KAA52 (Reg S)







$1,500 million







$1,013.75







$50.00







$1,063.75









 






 






 








(1)






No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes.







(2)

Per $1,000 principal amount of Notes tendered and accepted for purchase.







(3)

The Early Tender Payment will be payable to Holders who validly tendered (and did not validly withdraw) Notes at or prior to the Early Tender Deadline (as defined below).







(4)

Includes the Early Tender Payment for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline.







According to information provided by D.F. King & Co., Inc., the tender and information agent (the “Tender and Information Agent”), approximately $1,495,054,000 aggregate principal amount of the Notes, representing approximately 99.67% of the outstanding Notes, were validly tendered and not validly withdrawn (the “Tendered Notes”) on or prior to 5:00 p.m., New York City time, on April 27, 2026 (the “Early Tender Deadline”). The withdrawal deadline for the Tender Offer was 5:00 p.m., New York City time, on April 27, 2026 and has not been extended. Accordingly, previously tendered Notes and Notes tendered after such withdrawal deadline may not be withdrawn, subject to applicable law. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on May 12, 2026 (such time and date, as it may be extended, the “Expiration Time”).


Pursuant to the Consent Solicitation, Lightning has received the Requisite Consents, and Lightning and the guarantors of the Notes have entered into a supplemental indenture to the Indenture with the trustee and collateral trustee to effect the Proposed Amendments and the Release. The Proposed Amendments and the Release will not become operative until the Early Settlement Date (as defined in the Statement), which is expected to be April 29, 2026, or as promptly as practicable thereafter.


In addition, pursuant to the terms of the Indenture, as more than 90% of the aggregate outstanding principal amount Notes have been validly tendered in the Tender Offer, Lightning has issued a notice of redemption to redeem all of the outstanding Notes (after giving effect to the purchase of tendered Notes on the Early Settlement Date) at a redemption price equal to the Tender Offer Consideration set forth in the table above (plus accrued and unpaid interest to, but excluding, the redemption date). The redemption date is scheduled to be May 13, 2026. However, there can be no assurance that any Notes will be redeemed. Nothing contained herein shall constitute a notice of redemption for the Notes.


Holders of Notes who validly tendered (and did not validly withdraw) their Notes at or prior to the Early Tender Deadline will be eligible to receive the Total Consideration (as defined below) for such Notes, which includes the Early Tender Payment set forth in the table above. Holders of Notes who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Payment.


In addition, Lightning will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable Settlement Date (as defined in the Statement).


The consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer (the “Total Consideration”) will be $1,063.75. The Total Consideration includes an early tender payment (the “Early Tender Payment”) of $50 per $1,000 principal amount of Notes (which is payable in respect of Notes tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase). Holders who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time will be eligible to receive consideration (the “Tender Offer Consideration”), equal to the Total Consideration less the Early Tender Payment, on the Final Settlement Date (as defined in the Statement).


Lightning’s obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of a number of conditions as described in the Statement, including the Financing Condition (as defined in the Statement). In the event of a termination of the Tender Offer, neither the applicable consideration will be paid or become payable to the holders of the Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders. Lightning has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate the Tender Offer at any time.


Copies of the Statement are available to holders of the Notes from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer (the “Tender and Information Agent”). Requests for copies of the Statement should be directed to the Tender and Information Agent at (888) 605-1956 (toll free) and (646) 602-4897 (banks and brokers) or by e-mail to nrg@dfking.com. Lightning has engaged Citigroup Global Markets Inc. and Santander US Capital Markets LLC as lead dealer managers for the Tender Offer and lead solicitation agents for the Consent Solicitation. Questions regarding the terms of the Tender Offer and Consent Solicitation may be directed to Citigroup Global Markets Inc. at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free) and Santander US Capital Markets LLC at +1 (212) 350-0660 (collect) or +1 (855) 404-3636 (toll-free).


None of Lightning, the dealer managers, the Tender and Information Agent, the trustee for the Notes or any of their respective affiliates is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Statement for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.


This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Statement. Lightning is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.


About NRG


NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future.


Forward-Looking Statements


This news release contains “forward-looking” statements, as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NRG does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on current beliefs of management as well as assumptions made by, and information currently available to, management. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “should,” “forecasts,” “targets,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG’s control, that may cause NRG’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. NRG undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260427248285/en/
Media

NRGMediaRelations@nrg.com
Investors

Brendan Mulhern

609.524.4767

Investor.relations@nrg.com


Original: NRG Energy, Inc. Announces Early Results of Cash Tender Offer and Consent Solicitation

NRG Energy, Inc. Announces Quarterly DividendApril 21, 2026 7:35 AM
Business Wire
NRG Energy, Inc. (NYSE: NRG) today announced that its Board of Directors declared a quarterly dividend on the Company’s common stock of $0.475 per share, or $1.90 per share on an annualized basis. The dividend is payable on May 15, 2026, to stockholders of record as of May 1, 2026.


About NRG


NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future.


Safe Harbor


This communication contains forward-looking statements that may state NRG’s or its management’s intentions, beliefs, expectations or predictions for the future. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “will,” “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe” and similar terms. Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets generally.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260420148825/en/
Media

NRGMediaRelations@nrg.com


Investors

Brendan Mulhern

609.524.4767

Investor.relations@nrg.com


Original: NRG Energy, Inc. Announces Quarterly Dividend

NRG Energy, Inc. Announces Pricing of Senior Secured Notes and Senior Unsecured NotesApril 14, 2026 4:22 PM
Business Wire
NRG Energy, Inc. (NYSE:NRG) has priced its previously announced concurrent offerings of (1) $500 million aggregate principal amount of 4.955% senior secured first lien notes due 2031 (the “Secured Notes” and such offering, the “Secured Notes Offering”) and (2) senior unsecured notes (the “Unsecured Notes Offering” and, together with the Secured Notes Offering, the “Offerings”), consisting of (i) $1,050 million aggregate principal amount of 5.875% senior unsecured notes due 2034 (the “2034 Notes”) and (ii) $1,050 million aggregate principal amount of 6.125% senior unsecured notes due 2036 (the “2036 Notes” and, collectively with the 2034 Notes and the Secured Notes, the “Notes”).


The Notes will be guaranteed by each of NRG’s current and future wholly-owned U.S. subsidiaries that guarantee the term loans under NRG’s credit agreement. The Secured Notes will be secured by a first priority security interest in the same collateral that is pledged for the benefit of the creditors under NRG’s credit agreement and existing senior secured notes, which collateral consists of a substantial portion of the property and assets owned by NRG and the guarantors.


NRG intends to use the net proceeds from the Offerings, together with the net proceeds of its proposed new term loan B in an aggregate principal amount of $900 million (the “New TLB”), to repay a portion of the outstanding borrowings under the NRG revolving credit facility and to pay the tender price of its previously announced tender offer (the “Tender Offer”) through its wholly-owned subsidiary, Lightning Power, LLC (“Lightning”), for Lightning’s outstanding 7.250% senior secured notes due 2032 (the “Lightning Notes”), to pay estimated transaction fees, expenses and premiums and, the remainder, if any, for general corporate purposes, which may include the repurchase, repayment, prepayment or redemption of other debt of NRG, Lightning or any of their respective subsidiaries.


The consummation of the Secured Notes Offering is not conditioned upon the completion of the Unsecured Notes Offering or the New TLB or vice versa. The Tender Offer is being made only by and pursuant to the terms and conditions of the related offer to purchase and consent solicitation statement. The Offerings are not conditioned upon the completion of the Tender Offer or the tender of any specific amount of the Lightning Notes.


The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell any security, including the Notes, nor a solicitation for an offer to purchase any security, including the Notes. NRG does not intend to file a registration statement for the resale of the Notes. Nothing contained herein shall constitute an offer to purchase or the solicitation of an offer to sell any Lightning Notes in the Tender Offer.


About NRG


NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future.


Forward-Looking Statements


This news release contains “forward-looking” statements, as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NRG does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on current beliefs of management as well as assumptions made by, and information currently available to, management. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “should,” “forecasts,” “targets,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG’s control, that may cause NRG’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. NRG undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260414133076/en/
Media

NRGMediaRelations@nrg.com


Investors

Brendan Mulhern

609.524.4767

Investor.relations@nrg.com


Original: NRG Energy, Inc. Announces Pricing of Senior Secured Notes and Senior Unsecured Notes

NRG Energy, Inc. Announces Offerings of Senior Secured Notes and Senior Unsecured NotesApril 14, 2026 8:24 AM
Business Wire
NRG Energy, Inc. (NYSE:NRG) announced today the commencement of concurrent offerings of (1) senior secured first lien notes due 2031 (the “Secured Notes” and such offering, the “Secured Notes Offering”) and (2) senior unsecured notes (the “Unsecured Notes Offering” and, together with the Secured Notes Offering, the “Offerings”), consisting of (i) senior unsecured notes due 2034 (the “2034 Notes”) and (ii) senior unsecured notes due 2036 (the “2036 Notes” and, collectively with the 2034 Notes and the Secured Notes, the “Notes”).


The Notes will be guaranteed by each of NRG’s current and future wholly-owned U.S. subsidiaries that guarantee the term loans under NRG’s credit agreement. The Secured Notes will be secured by a first priority security interest in the same collateral that is pledged for the benefit of the creditors under NRG’s credit agreement and existing senior secured notes, which collateral consists of a substantial portion of the property and assets owned by NRG and the guarantors.


NRG intends to use the net proceeds from the Offerings, together with the net proceeds of its proposed new term loan B in an aggregate principal amount of $900 million (the “New TLB”), to repay a portion of the outstanding borrowings under the NRG revolving credit facility and to pay the tender price of a substantially concurrent tender offer (the “Tender Offer”) through its wholly-owned subsidiary, Lightning Power, LLC (“Lightning”), for Lightning’s outstanding 7.250% senior secured notes due 2032 (the “Lightning Notes”), to pay estimated transaction fees, expenses and premiums and, the remainder, if any, for general corporate purposes, which may include the repurchase, repayment, prepayment or redemption of other debt of NRG, Lightning or any of their respective subsidiaries.


The consummation of the Secured Notes Offering is not conditioned upon the completion of the Unsecured Notes Offering or the New TLB or vice versa. The Tender Offer is being made only by and pursuant to the terms and conditions of the related offer to purchase and consent solicitation statement. The Offerings are not conditioned upon the completion of the Tender Offer or the tender of any specific amount of the Lightning Notes.


The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell any security, including the Notes, nor a solicitation for an offer to purchase any security, including the Notes. NRG does not intend to file a registration statement for the resale of the Notes. Nothing contained herein shall constitute an offer to purchase or the solicitation of an offer to sell any Lightning Notes in the Tender Offer.


About NRG


NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future.


Forward-Looking Statements


This news release contains “forward-looking” statements, as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NRG does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on current beliefs of management as well as assumptions made by, and information currently available to, management. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “should,” “forecasts,” “targets,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG’s control, that may cause NRG’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. NRG undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260413646306/en/
Media

NRGMediaRelations@nrg.com


Investors

Brendan Mulhern

609.524.4767

Investor.relations@nrg.com


Original: NRG Energy, Inc. Announces Offerings of Senior Secured Notes and Senior Unsecured Notes

NRG Energy, Inc. Announces Cash Tender Offer and Consent Solicitation for any and all of Lightning Power, LLC’s outstanding 7.250% Senior Secured Notes due 2032April 14, 2026 8:24 AM
Business Wire
NRG Energy, Inc. (NYSE:NRG) announced today that its wholly-owned subsidiary, Lightning Power, LLC (“Lightning”), has commenced an offer to purchase for cash (the “Tender Offer”) any and all of Lightning’s outstanding 7.250% senior secured notes due 2032 (the “Notes”), of which $1,500 million aggregate principal amount is currently outstanding.


In conjunction with the Tender Offer, Lightning is also soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Notes (the “Indenture”) to (1) eliminate substantially all of the restrictive covenants and certain affirmative covenants and events of default and related provisions therein (the “Proposed Amendments”) and (2) release all of the guarantees of and the collateral securing the Notes (the “Release”). The Proposed Amendments require the consent of holders of a majority in aggregate principal amount of the outstanding Notes (the “Covenant Requisite Consents”) and the Release requires the consent of holders of at least 662/3% in aggregate principal amount of the outstanding Notes (the “Release Requisite Consents”).


In addition, pursuant to the terms of the Indenture, Lightning currently intends to exercise its right to redeem, in two separate redemptions, up to 10.0% of the aggregate initial principal amount of the Notes in each redemption, at a redemption price equal to 103.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date. However, there can be no assurance that any Notes will be redeemed. Nothing contained herein shall constitute a notice of redemption for the Notes.


The Tender Offer and Consent Solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated April 14, 2026 (the “Statement”). Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.




Title






CUSIP/ISIN

Numbers(1)






Principal

Amount

Outstanding






Tender Offer

Consideration(2)






Early Tender

Payment(2)(3)






Total

Consideration(2)(4)








7.250% Senior Secured Notes due 2032






CUSIP: 53229KAA7 (144A); U5400KAA5 (Reg S)




ISIN: US53229KAA79 (144A); USU5400KAA52 (Reg S)






$1,500 million






$1,013.75






$50.00






$1,063.75








__________



(1)







No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes.








(2)







Per $1,000 principal amount of Notes tendered and accepted for purchase.








(3)







The Early Tender Payment will be payable to Holders who validly tender (and do not validly withdraw) Notes at or prior to the Early Tender Deadline (as defined below).








(4)







Includes the Early Tender Payment for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline.







The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on May 12, 2026 (such time and date, as it may be extended, the “Expiration Time”). Holders of Notes who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on April 27, 2026 (such time and date, as it may be extended, the “Early Tender Deadline”) will be eligible to receive the Total Consideration for such Notes, which includes the Early Tender Payment set forth in the table above. Holders of Notes who validly tender their Notes after the Early Tender Deadline but at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Payment.


In addition, Lightning will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable Settlement Date (as defined below). Validly tendered Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on April 27, 2026 (such time and date, as it may be extended, the “Withdrawal Deadline”), but not thereafter, except as may be required by applicable law.


The consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer (the “Total Consideration”) will be $1,063.75. The Total Consideration includes an early tender payment (the “Early Tender Payment”) of $50 per $1,000 principal amount of Notes (which is payable in respect of Notes tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase). Holders who tender (and do not validly withdraw) their Notes after the Early Tender Deadline but at or prior to the Expiration Time will be eligible to receive consideration (the “Tender Offer Consideration”), equal to (i) the Total Consideration minus (ii) the Early Tender Payment, on the Final Settlement Date (as defined below).


The settlement date for the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase is expected to be within three business days following the Early Tender Deadline or as promptly as practicable thereafter, unless extended or earlier terminated (the “Early Settlement Date”). The settlement date for the Notes validly tendered after the Early Tender Deadline but at or prior to the Expiration Time and accepted for purchase is expected to be within three business days following the Expiration Time or as promptly as practicable thereafter, unless extended or earlier terminated (the “Final Settlement Date,” and along with the Early Settlement Date, each a “Settlement Date”).


Assuming receipt of the Covenant Requisite Consents, Lightning, the guarantors party thereto, the trustee and collateral trustee expect to execute and deliver a supplemental indenture to the indenture governing the Notes. The supplemental indenture will become effective immediately upon execution but (1) the Proposed Amendments will not become operative until we accept for purchase the Notes satisfying the Covenant Requisite Consents in the Tender Offer and (2) the Release will not become operative until we accept for purchase the Notes satisfying the Release Requisite Consents in the Tender Offer.


Lightning’s obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of a number of conditions as described in the Statement, including the Financing Condition (as defined in the Statement). The Tender Offer is not conditioned upon the tender of any minimum principal amount of Notes. In the event of a termination of the Tender Offer, neither the applicable consideration will be paid or become payable to the holders of the Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders. Lightning has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate the Tender Offer at any time.


Copies of the Statement are available to holders of the Notes from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer (the “Tender and Information Agent”). Requests for copies of the Statement should be directed to the Tender and Information Agent at (888) 605-1956 (toll free) and (646) 602-4897 (banks and brokers) or by e-mail to nrg@dfking.com. Lightning has engaged Citigroup Global Markets Inc. and Santander US Capital Markets LLC as lead dealer managers for the Tender Offer and lead solicitation agent for the Consent Solicitation. Questions regarding the terms of the Tender Offer and Consent Solicitation may be directed to Citigroup Global Markets Inc. at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free) and Santander US Capital Markets LLC at +1 (212) 350-0660 (collect) or +1 (855) 404-3636 (toll-free).


None of Lightning, the dealer managers, the Tender and Information Agent, the trustee for the Notes or any of their respective affiliates is making any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Statement for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer and Consent Solicitation.


This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Statement. Lightning is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.


About NRG


NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future.


Forward-Looking Statements


This news release contains “forward-looking” statements, as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NRG does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on current beliefs of management as well as assumptions made by, and information currently available to, management. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “should,” “forecasts,” “targets,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG’s control, that may cause NRG’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. NRG undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260413699574/en/
Media

NRGMediaRelations@nrg.com


Investors

Brendan Mulhern

609.524.4767

Investor.relations@nrg.com


Original: NRG Energy, Inc. Announces Cash Tender Offer and Consent Solicitation for any and all of Lightning Power, LLC’s outstanding 7.250% Senior Secured Notes due 2032

NRG Energy to Report First Quarter 2026 Financial Results on May 6, 2026April 8, 2026 5:27 PM
Business Wire
NRG Energy, Inc. (NYSE:NRG) plans to report its first quarter 2026 financial results on Wednesday, May 6, 2026. Management will present the results during a conference call and webcast at 9:00 a.m. EST (8:00 a.m. CST).


The company will issue a press release regarding the first quarter 2026 financial results prior to the conference call, and it will be available on the NRG website at www.nrg.com.


The live webcast and presentation materials can be accessed at investors.nrg.com by clicking the “presentations and webcasts” link. A replay of the webcast will be available on the site for those unable to listen in real time.


About NRG


NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets, and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future. Visit nrg.com for more information, and connect with us on Facebook, Instagram, LinkedIn, and X.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260408373342/en/
Media

NRGMediaRelations@nrg.com
Investors

Brendan Mulhern

609.524.4767

investor.relations@nrg.com


Original: NRG Energy to Report First Quarter 2026 Financial Results on May 6, 2026

Thinking of starting a position in $NRG, but I'm done trusting analyst upgrades. I only care about what management is doing with their own money. Are insiders actually buying here, or just cashing out? GLTA.🤔

NRG Energy Announces Appointment of Caroline Golin as Chief Growth and Policy OfficerMarch 4, 2026 6:28 PM
Business Wire
New role to advance growth, policy leadership, and affordable energy solutions for customers.


NRG Energy Inc. (NYSE: NRG) today announced the appointment of Caroline Golin, Ph.D., as Chief Growth and Policy Officer.


Dr. Golin brings more than two decades of experience in energy strategy, market development, and product innovation to NRG. In her new role, she will focus on driving the strategic execution of key business initiatives that support reliability and affordability as energy demand grows, including the expansion of data center opportunities and residential virtual power plant (VPP) programs. In this capacity, she will also lead NRG’s Government and Regulatory Affairs functions.


“Caroline is a forward-looking leader with a strong track record of delivering for customers and driving growth,” said Robert Gaudette, President of NRG. “She brings operational expertise and strategic focus at a pivotal time for our industry. As energy demand continues to rise and customers prioritize affordability and reliability, Caroline will help expand access to innovative solutions that create lasting value and further strengthen NRG’s leadership in a rapidly evolving energy market.”


“The energy industry is at an inflection point, and I’m energized by the opportunity to join NRG at this key moment,” said Dr. Golin. “NRG has a market-leading platform and a clear vision for the future. With disciplined execution and innovative customer solutions, the company is well-positioned to capture what’s ahead, accelerate growth, and deliver reliable, affordable energy as demand rises.”


Most recently, Dr. Golin was the Founder and CEO of Envision Energy Advisors, where she worked with stakeholders across the energy value chain to address complex challenges related to grid planning, capital structuring, procurement strategy, and cross-sector partnerships. Prior to founding Envision Energy Advisors, she was Global Head of Energy Market Development and Innovation at Google, where she led energy strategy, new product innovation, and partnership development to support the company’s energy and digital infrastructure needs. She was also a co-creator of Google’s ambitious moonshot program to operate fully on carbon-free energy by 2030.


Dr. Golin holds both a Master’s degree and a Ph.D. from the Georgia Institute of Technology.


About NRG


NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future. Visit nrg.com for more information, and connect with us on Facebook, Instagram, LinkedIn, and X.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260304519155/en/
Media:

NRGMediaRelations@nrg.com
Investors:

Brendan Mulhern

609.524.4767

Investor.relations@nrg.com


Original: NRG Energy Announces Appointment of Caroline Golin as Chief Growth and Policy Officer

NRG Energy Announces Launch of Secondary Common Stock OfferingMarch 2, 2026 4:27 PM
Business Wire
NRG Energy, Inc. (NYSE: NRG) announced today the launch of an underwritten public offering of 12,300,000 shares of its common stock held by certain affiliates of LS Power (the “Selling Stockholders”), subject to market and other conditions (the “Secondary Offering”). These shares are part of the consideration the Selling Stockholders received from NRG in connection with the recently closed acquisition of the LS Power portfolio entities on January 30, 2026. NRG will not receive any proceeds from the sale of the shares by the Selling Stockholders. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 1,845,000 shares of common stock.


Barclays and Citigroup are acting as joint book-running managers for the Secondary Offering.


In addition, NRG has entered into a stock purchase agreement with the Selling Stockholders to repurchase $300 million of its common stock in a private transaction at the price per share equal to the public offering price (the “Share Repurchase”). The Share Repurchase will be made pursuant to NRG’s existing stock repurchase program approved by its Board of Directors. The closing of the Share Repurchase is expected to be concurrent with the closing of the Secondary Offering. The completion of the Share Repurchase is conditioned upon the completion of the Secondary Offering, and subject to customary closing conditions. The completion of the Secondary Offering is not conditioned upon the completion of the Share Repurchase.


Copies of the prospectus supplement and the related base prospectus for the Secondary Offering, when available, may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at barclaysprospectus@broadridge.com, and Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).


The common stock will be sold pursuant to an effective automatic shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission.


This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Secondary Offering may only be made by means of a prospectus supplement and related base prospectus.


About NRG


NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future.


Safe Harbor


This news release contains “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NRG does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on current beliefs of management as well as assumptions made by, and information currently available to, management. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “should,” “forecasts,” “targets,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG’s control, that may cause NRG’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the registration statement, prospectus and prospectus supplement relating to the Secondary Offering and its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. NRG undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260302953796/en/
Media

NRGMediaRelations@nrg.com


Investors

Brendan Mulhern

609.524.4767

Investor.relations@nrg.com


Original: NRG Energy Announces Launch of Secondary Common Stock Offering

NRG Energy, Inc. Reports Full Year 2025 Financial ResultsFebruary 24, 2026 7:40 AM
Business Wire

Exceeded 2025 raised financial guidance ranges; returned $1.6 billion of capital to shareholders



Completed acquisition of 13 GW of power generation assets and CPower from LS Power; doubles generation footprint, expands demand response capabilities, and strengthens affordability and reliability solutions for customers



Adjusted Earnings per Share (Adjusted EPS) growth rate target of 14%+ extended through 2030



Closed Texas Energy Fund (TEF) loan agreement for Greens Bayou 443 MW CCGT facility; 1.5 GW across three projects supported by $1.15 Bn in low-interest financing; first project expected online in June 2026



Exceeded raised 2025 Texas residential VPP target



NRG Energy, Inc. (NYSE: NRG) today reported GAAP Net Income of $66 million for the three months ended December 31, 2025 and $0.9 billion for the full year 2025. GAAP EPS — basic was $4.09, Cash Provided by Operating Activities was $1.9 billion, Adjusted Net Income was $1.6 billion, Adjusted EPS was $8.24, Adjusted EBITDA was $4.1 billion, and Free Cash Flow before Growth (FCFbG) was $2.2 billion for the full year 2025.


“We've doubled our generation footprint, advanced 1.5 GW of new generation through three Texas Energy Fund projects, and expanded our demand response and residential VPP capabilities,” said Larry Coben, NRG Chair and Chief Executive Officer. “This enhances NRG’s ability to provide resilient and affordable solutions to our customers during this power demand supercycle. We expect to add significant new capacity for data centers through our bring your own power strategy and new innovative, affordable products for everyone from the household to the hyperscaler.”


Consolidated Financial Results


Table 1




 






 






Three Months Ended






 






Twelve Months Ended








(In millions, except per share amounts)






 






12/31/25






 






12/31/24






 






12/31/25






 






12/31/24








GAAP Net Income






 






$






66






 






$






643






 






$






864






 






$






1,125








Adjusted Net Incomea b






 






$






200






 






$






316






 






$






1,606






 






$






1,408








GAAP EPS — basicc






 






$






0.26






 






$






3.10






 






$






4.09






 






$






5.14








Adjusted EPSa d






 






$






1.04






 






$






1.56






 






$






8.24






 






$






6.83








Adjusted EBITDAa






 






$






847






 






$






902






 






$






4,087






 






$






3,789








Cash Provided/(Used) by Operating Activities






 






$






123






 






$






952






 






$






1,913






 






$






2,306








Free Cash Flow Before Growth Investments (FCFbG)a






 






$






175






 






$






624






 






$






2,210






 






$






2,062








a Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and FCFbG are non-GAAP financial measures; see Appendix tables A-1 through A-6 for GAAP reconciliations. Adjusted Net Income, Adjusted EPS, and Adjusted EBITDA exclude fair value adjustments related to derivatives








b Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders'; see Appendix tables A-1 through A-4








c GAAP Income per Weighted Average Common Share - Basic








d Adjusted EPS calculated based on Adjusted Net Income divided by weighted average number of common shares outstanding - basic







NRG's GAAP Net Income for the full year 2025 was $261 million lower than prior year. The year-over-year change was primarily driven by unrealized non-cash mark-to-market losses on open positions related to economic hedges compared to gains in 2024. Certain economic hedge positions that impact NRG’s GAAP Net Income are required to be marked-to-market every period, while the customer contracts related to these items are not, resulting in temporary unrealized non-cash losses or gains on the economic hedges that are not reflective of the expected economics at future settlement. The decrease was also driven by the sale of Airtron in 2024 and the termination of the Cottonwood lease in 2025, partially offset by strong Texas and Vivint Smart Home performance in 2025 and a loss on debt extinguishment recorded in 2024.


Adjusted Net Income for the full year 2025 was $1.6 billion, $198 million higher than prior year, primarily driven by $298 million improvement in Adjusted EBITDA described in the segment results below. This was partially offset by increased interest expense primarily driven by the funding of the acquisition of assets and CPower from LS Power. Adjusted EPS was $8.24 for full year 2025, $1.41 higher than prior year as a result of strong financial and operating performance, as well as reduction of 11 million in the weighted average number of basic common shares outstanding.


Reaffirming 2026 Guidance


On February 2, 2026, NRG announced updated guidance following the close of its acquisition of a portfolio of assets and CPower from LS Power on January 30, 2026. The updated guidance reflects approximately 11 months of ownership of these assets in 2026.


NRG is reaffirming its guidance for 2026 as set forth below.


Table 2: Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and FCFbG Guidance for 2026a,b




 






 






2026






 






2026








(In millions, except per share amounts)






 






Guidance






 






Guidance Midpoint








Adjusted Net Income






 






$1,685 - $2,115






 






$1,900








Adjusted EPS






 






$7.90 - $9.90






 






$8.90








Adjusted EBITDA






 






$5,325 - $5,825






 






$5,575








FCFbG






 






$2,800 - $3,300






 






$3,050








a Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, and FCFbG are non-GAAP financial measures; see Appendix tables A-8 and A-9 for GAAP reconciliations. Adjusted Net Income, Adjusted EPS, and Adjusted EBITDA exclude fair value adjustments related to derivatives. The Company does not guide to GAAP Net Income due to the impact of such fair value adjustments related to derivatives in a given year








b Reflects the Company’s previously communicated 2026 outlook, updated to incorporate approximately 11 months of ownership of the portfolio acquired from LS Power. The updated guidance therefore includes approximately 90% of the acquired portfolio’s estimated full-year 2026 contribution.







Capital Allocation


In 2025, the Company returned $1.6 billion to shareholders through $1.3 billion in share repurchases and $344 million in common stock dividends. On October 8, 2025, the Company issued $4.9 billion of Notes to partially fund the acquisition of assets and CPower from LS Power and refinance its Senior Secured First Lien Notes due in 2025. In addition, the Company executed $310 million in liability management.


For 2026, the Company reiterates its previously announced capital allocation plan, which includes $1.0 billion in share repurchases, and common stock dividends of approximately $400 million. As of January 31, 2026, the Company has executed $100 million in share repurchases.


On January 23, 2026, NRG declared a quarterly dividend of $0.475 per common share, or $1.90 per share on an annualized basis. This dividend represented an 8% increase, in line with the Company's annual dividend target growth rate of 7-9% per share. The dividend was paid on February 17, 2026, to common stockholders of record as of February 2, 2026.


NRG's share repurchase program and common stock dividend are subject to maintaining satisfactory credit metrics, available capital, market conditions, and compliance with associated laws and regulations. The timing and amount of any shares of NRG’s common stock repurchased under the share repurchase authorization will be determined by NRG’s management based on market conditions and other factors. NRG will only repurchase shares when management believes it would not jeopardize the Company’s ability to maintain satisfactory credit ratings.


NRG Strategic Developments


Completed Acquisition of 13 GW of Power Generation Assets and CPower from LS Power


On January 30, 2026, NRG closed on the acquisition of assets and CPower from LS Power. The transaction included 18 natural-gas and dual fuel facilities totaling 13 GW across nine states and CPower's C&I demand response platform. Combined, this highly accretive transaction doubles NRG's generation capacity, boosts upside opportunities from the power demand supercycle, and expands the Company's broad range of affordable and resilient solutions for customers large and small.


Texas Energy Fund (TEF)


On November 20, 2025, NRG entered into a $370 million loan agreement with the Public Utility Commission of Texas (PUCT) under the TEF for a low-interest rate loan at 3% to support development of its 443 MW Greens Bayou generation facility. Initial disbursement of funds occurred in November 2025 and is expected to continue through the projected mid-2028 commercial operations date.


NRG now has three projects funded through the program totaling 1.5 GW of new generation in Texas, supported by $1.15 Bn in low-interest financing. Construction is underway, with all three projects on time and on budget. The Company expects commercial operations at the first project, T.H. Wharton, in June 2026. These projects underscore NRG's commitment to delivering high-quality dispatchable generation to meet the growing energy needs of Texas consumers.


Texas Residential VPP


On August 6, 2025, NRG raised its 2025 Texas Residential Virtual Power Plant target to 150 MW, up from 20 MW, following strong customer adoption of the Home Essentials and other offerings. The program exceeded its 2025 target and remains on track to achieve 650 MW in Texas by 2030 and 1 GW by 2035.


Segment Results


Table 3: Adjusted EBITDAa




(In millions)






 






Three Months Ended






 






Twelve Months Ended








Segment






 






12/31/25






 






12/31/24






 






12/31/25






 






12/31/24








Texas






 






$






259






 






$






327






 






$






1,877






 






$






1,582








East






 






 






301






 






 






282






 






 






981






 






 






1,006








West/Otherb






 






 






12






 






 






18






 






 






137






 






 






190








Vivint Smart Home






 






 






275






 






 






275






 






 






1,092






 






 






1,011








Adjusted EBITDA






 






$






847






 






$






902






 






$






4,087






 






$






3,789








a Adjusted EBITDA is a non-GAAP financial measure; see Appendix tables A-1 through A-4 for GAAP reconciliation of Adjusted EBITDA (by operating segment) to GAAP Net Income (by operating segment). Adjusted EBITDA excludes fair value adjustments related to derivatives








b Includes Corporate activities







Texas: Full year 2025 Adjusted EBITDA was $1,877 million, $295 million higher than the prior year. The increase is primarily driven by improved margins and supply cost optimization, partially offset by higher planned plant maintenance expenditure.


East: Full year 2025 Adjusted EBITDA was $981 million, $25 million lower than prior year. This decrease is primarily driven by higher cost to serve retail load, higher planned plant maintenance expenditure, and retirement of the Indian River facility, partially offset by higher natural gas wholesale margins and higher capacity prices for owned generation.


West/Other: Full year 2025 Adjusted EBITDA was $137 million, $53 million lower than prior year. This decrease is primarily driven by the sale of Airtron in September 2024 and termination of the Cottonwood lease in May 2025, partially offset by higher retail power margins.


Vivint Smart Home: Full year Adjusted EBITDA was $1,092 million, $81 million higher than prior year. The increase is attributable to growth in customer count, driven by record new customer adds and continued strong customer retention, and an increase in monthly recurring service margin per customer.


Liquidity and Capital Resources


Table 4: Corporate Liquidity




(In millions)






 






12/31/25






 






12/31/24








Cash and Cash Equivalents






 






$






4,708






 






$






966








Restricted Cash






 






 






30






 






 






8








Total






 






$






4,738






 






$






974








Total credit facility availability






 






 






4,890






 






 






4,469








Total Liquidity, excluding collateral received






 






$






9,628






 






$






5,443







As of December 31, 2025, NRG's unrestricted cash was $4.7 billion, and $4.9 billion was available under the Company’s credit facilities. Total liquidity was $9.6 billion, which was $4.2 billion higher than December 31, 2024. The increase was driven by $4.9 billion of newly-issued secured and unsecured corporate debt primarily to fund the acquisition of assets and CPower from LS Power.


Earnings Conference Call


On February 24, 2026, NRG will host a conference call at 9:00 a.m. Eastern (8:00 a.m. Central) to discuss these results. Investors, the news media and others may access the live webcast of the conference call and accompanying presentation materials through the investor relations website under “presentations and webcasts” on investors.nrg.com. The webcast will be archived on the site for those unable to listen in real-time.


About NRG


NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future. Visit nrg.com for more information, and connect with us on Facebook, Instagram, LinkedIn, and X.


Safe Harbor


In addition to historical information, the information presented in this press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about NRG’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions.


Although NRG believes that its expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated herein include, among others, general economic conditions, the imposition of tariffs and escalation of international trade disputes (and inflationary impacts resulting therefrom), risks associated with the integration of the assets acquired from LS Power, including potential disruption to ongoing operations and other transition difficulties, the inability of the combined company to realize expected synergies and benefits of integration (or that it takes longer than expected) which may result in the combined company not operating as effectively as expected, hazards customary in the power industry, weather conditions and extreme weather events, competition in wholesale power, gas and smart home markets, the volatility of energy and fuel prices, the volatility in demand for power and gas, customer affordability concerns that may constrain the pricing of the Company’s products and services and limit its ability to recover costs, failure of customers or counterparties to perform under contracts, changes in the wholesale power and gas markets, the failure of NRG’s expectations regarding load growth to materialize, changes in government or market regulations, the condition of capital markets generally and NRG’s ability to access capital markets, NRG’s ability to execute its market operations and supply strategy, risks related to data privacy, cyberterrorism and inadequate cybersecurity, the loss of data, unanticipated outages at NRG’s generation facilities, operational and reputational risks related to the use of artificial intelligence and the adherence to developing laws and regulations related to the use thereof, NRG’s ability to achieve its net debt targets, adverse results in current and future litigation, complaints, product liability claims and/or adverse publicity, failure to identify, execute or successfully implement acquisitions or asset sales, risks of the smart home and security industry, including risks of and publicity surrounding the sales, customer origination and retention process, the impact of changes in consumer spending patterns, consumer preferences, geopolitical tensions, demographic trends, supply chain disruptions, NRG’s ability to implement value enhancing improvements to plant operations and company-wide processes, NRG’s ability to achieve or maintain investment grade credit metrics, NRG’s ability to proceed with projects under development or the inability to complete the construction of such projects on schedule or within budget, the inability to maintain or create successful partnering relationships, NRG’s ability to operate its business efficiently, NRG’s ability to retain retail customers, the ability to successfully integrate businesses of acquired assets or companies, NRG’s ability to realize anticipated benefits of transactions (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, NRG’s ability to execute its capital allocation plan, and the other risks and uncertainties discussed in this release and in our Forms 10-K, 10-Q, and 8-K filed with or furnished to the SEC.


NRG undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The Adjusted Net Income, Adjusted EPS, Adjusted EBITDA and Free Cash Flow before Growth guidance are estimates as of February 24, 2026. These estimates are based on assumptions NRG believed to be reasonable as of that date. NRG disclaims any current intention to update such guidance, except as required by law. The foregoing review of factors that could cause NRG’s actual results to differ materially from those contemplated in the forward-looking statements included in this press release should be considered in connection with information regarding risks and uncertainties that may affect NRG's future results included in NRG's filings with the Securities and Exchange Commission at www.sec.gov. For a more detailed discussion of these factors, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in NRG’s most recent Annual Report on Form 10-K, and in subsequent SEC filings. NRG’s forward-looking statements speak only as of the date of this communication or as of the date they are made.




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






)



















 




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






)


















 




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













 




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






 















 




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






)








 







 






 






 






 






 








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.



















 


Appendix Table A-1: Fourth Quarter 2025 Adjusted EBITDA and Adjusted Net Income Reconciliation by Operating Segment and Consolidated Adjusted EPS Reconciliation


The following table summarizes the calculation of Adjusted EBITDA, Adjusted Net Income and Adjusted EPS and provides a reconciliation from Net Income/(Loss) Available for Common Stockholders:




(In millions, except per share amounts)







Texas







East







West/




Other







Vivint




Smart




Home







Corp/Elim







Total






 






Earnings




Per Share,




Basic 7,8







Earnings




Per Share,




Diluted 7,8








Net Income/(Loss) Available for Common Stockholders







$






106






 







$






228






 







$






(69






)







$






34






 







$






(249






)







$






50






 






 






$






0.26






 







$






0.26






 








Cumulative dividends attributable to Series A Preferred Stock







 







 







 







 







 






16






 







 






16






 






 






 






0.08






 







 






0.08






 








Net Income/(Loss)







$






106






 







$






228






 







$






(69






)







$






34






 







$






(233






)







$






66






 






 






$






0.34






 







$






0.34






 








Plus:







 







 







 







 







 







 






 






 







 








Interest expense, net







 






—






 







 






—






 







 






—






 







 






—






 







 






191






 







 






191






 






 






 






0.99






 







 






0.98






 








Income tax (benefit)







 






—






 







 






—






 







 






—






 







 






—






 







 






(2






)







 






(2






)






 






 






(0.01






)







 






(0.01






)








Depreciation and amortization







 






103






 







 






38






 







 






8






 







 






218






 







 






9






 







 






376






 






 






 






1.96






 







 






1.94






 








ARO expense







 






3






 







 






4






 







 






—






 







 






—






 







 






—






 







 






7






 






 






 






0.04






 







 






0.04






 








Contract and emission credit amortization, net







 






2






 







 






6






 







 






4






 







 






—






 







 






—






 







 






12






 






 






 






0.06






 







 






0.06






 








Stock-based compensation1







 






31






 







 






12






 







 






3






 







 






7






 







 






—






 







 






53






 






 






 






0.28






 







 






0.27






 








Acquisition and divestiture integration and transaction costs







 






—






 







 






—






 







 






—






 







 






1






 







 






15






 







 






16






 






 






 






0.08






 







 






0.08






 








Cost to achieve1







 






—






 







 






—






 







 






—






 







 






—






 







 






8






 







 






8






 






 






 






0.04






 







 






0.04






 








Deactivation costs







 






1






 







 






5






 







 






—






 







 






—






 







 






—






 







 






6






 






 






 






0.03






 







 






0.03






 








Loss on sale of assets







 






18






 







 






—






 







 






—






 







 






—






 







 






—






 







 






18






 






 






 






0.09






 







 






0.09






 








Other and non-recurring charges2







 






—






 







 






50






 







 






(24






)







 






15






 







 






(2






)







 






39






 






 






 






0.20






 







 






0.20






 








Impairments







 






—






 







 






—






 







 






39






 







 






—






 







 






—






 







 






39






 






 






 






0.20






 







 






0.20






 








Mark-to-market (MtM) (gain)/loss on economic hedges3







 






(5






)







 






(42






)







 






65






 







 






—






 







 






—






 







 






18






 






 






 






0.09






 







 






0.09






 








Adjusted EBITDA







$






259






 







$






301






 







$






26






 







$






275






 







$






(14






)







$






847






 






 






$






4.41






 







$






4.37






 








Adjusted interest expense, net4







 






—






 







 






—






 







 






—






 







 






—






 







 






(194






)







 






(194






)






 






 






(1.01






)







 






(1.00






)








Depreciation and amortization







 






(103






)







 






(38






)







 






(8






)







 






(218






)







 






(9






)







 






(376






)






 






 






(1.96






)







 






(1.94






)








Adjusted Income before income taxes







 






156






 







 






263






 







 






18






 







 






57






 







 






(217






)







 






277






 






 






 






1.44






 







 






1.43






 








Adjusted income tax expense5







 






—






 







 






—






 







 






—






 







 






—






 







 






(61






)







 






(61






)






 






 






(0.32






)







 






(0.31






)








Adjusted Net Income before Preferred Stock dividends







 






156






 







 






263






 







 






18






 







 






57






 







 






(278






)







 






216






 






 






 






1.13






 







 






1.11






 








Cumulative dividends attributable to Series A Preferred Stock







 






—






 







 






—






 







 






—






 







 






—






 







 






(16






)







 






(16






)






 






 






(0.08






)







 






(0.08






)








Adjusted Net Income6







$






156






 







$






263






 







$






18






 







$






57






 







$






(294






)







$






200






 






 






$






1.04






 







$






1.03






 








1 Stock-based compensation of $2 million is reflected in cost to achieve. Stock-based compensation includes employee stock purchase plan expense








2 Includes reserves for legal matters








3 Loss of $18 million was primarily driven by unrealized non-cash mark-to-market losses on economic hedges due to decreases in natural gas and power prices in the West








4 Excludes mark-to-market gain on interest hedges of $3 million








5 Income tax calculated using Adjusted effective tax rate (ETR) on Adjusted Income before income taxes. Adjusted ETR includes impact of NRG’s tax credits as well as non-recurring tax items, using CAMT rate to accrue tax. Other adjustments are shown on pre-tax basis








6 Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders'








7 Items may not sum due to rounding








8 Earnings per share amounts are based on weighted average number of common shares outstanding - basic of 192 million and on weighted average number of common shares outstanding - diluted of 194 million for the three months ended December 31, 2025







































 


Fourth Quarter 2025 condensed financial information by Operating Segment:




(In millions, except per share amounts)







Texas







East







West/




Other







Vivint




Smart Home







Corp/Elim







Total








Revenue1







$






2,479






 







$






3,925






 







$






804






 







$






559






 







$






(6






)







$






7,761






 








Cost of fuel, purchased energy and other cost of sales2







 






1,674






 







 






3,316






 







 






722






 







 






52






 







 






(1






)







 






5,763






 








Economic gross margin







 






805






 







 






609






 







 






82






 







 






507






 







 






(5






)







 






1,998






 








Operations & maintenance and other cost of operations3







 






306






 







 






145






 







 






15






 







 






75






 







 






8






 







 






549






 








Selling, marketing, general and administrative4







 






240






 







 






162






 







 






46






 







 






157






 







 






5






 







 






610






 








Other







 






—






 







 






1






 







 






(5






)







 






—






 







 






(4






)







 






(8






)








Adjusted EBITDA







$






259






 







$






301






 







$






26






 







$






275






 







$






(14






)







$






847






 








Adjusted interest expense, net5







 






—






 







 






—






 







 






—






 







 






—






 







 






(194






)







 






(194






)








Depreciation and amortization







 






(103






)







 






(38






)







 






(8






)







 






(218






)







 






(9






)







 






(376






)








Adjusted Income before income taxes







 






156






 







 






263






 







 






18






 







 






57






 







 






(217






)







 






277






 








Adjusted income tax expense5







 






—






 







 






—






 







 






—






 







 






—






 







 






(61






)







 






(61






)








Adjusted Net Income before Preferred Stock dividends







 






156






 







 






263






 







 






18






 







 






57






 







 






(278






)







 






216






 








Cumulative dividends attributable to Series A Preferred Stock







 






—






 







 






—






 







 






—






 







 






—






 







 






(16






)







 






(16






)








Adjusted Net Income5







$






156






 







$






263






 







$






18






 







$






57






 







$






(294






)







$






200






 








Weighted average number of common shares outstanding - basic







 







 







 







 







 







 






192






 








Adjusted EPS







 







 







 







 







 







$






1.04









1 Excludes MtM loss of $6 million and contract amortization of $2 million








2 Includes TDSP expense, capacity and emission credits








3 Excludes ARO expense of $7 million, deactivation costs of $6 million, stock-based compensation of $4 million and other and non-recurring charges of $(21) million








4 Excludes stock-based compensation of $49 million, other and non-recurring charges of $49 million, cost to achieve of $8 million and acquisition and divestiture integration and transaction costs of $1 million








5 See previous table for details







The following table reconciles the Condensed Consolidated Results of Operations to Adjusted EBITDA and Adjusted Net Income:




(In millions)







Condensed




Consolidated




Results of




Operations







Interest,




tax, depr.,




amort.







MtM







Deact.







Other adj.2







Adjusted




EBITDA







Adj. to




arrive at




Adj Net




Income3







Adjusted




Net




Income4








Revenue







$






7,753







$






2






 







$






6






 







$






—






 







$






—






 







$






7,761






 







$






—






 







$






7,761








Cost of operations (excluding depreciation and amortization shown below)1







 






5,785







 






(10






)







 






(12






)







 






—






 







 






—






 







 






5,763






 







 






—






 







 






5,763








Depreciation and Amortization







 






376







 






(376






)







 






—






 







 






—






 







 






—






 







 






—






 







 






376






 







 






376








Gross margin







 






1,592







 






388






 







 






18






 







 






—






 







 






—






 







 






1,998






 







 






(376






)







 






1,622








Operations & maintenance and other cost of operations







 






545







 






—






 







 






—






 







 






(6






)







 






10






 







 






549






 







 






—






 







 






549








Selling, marketing, general & administrative







 






717







 






—






 







 






—






 







 






—






 







 






(107






)







 






610






 







 






—






 







 






610








Other







 






264







 






(189






)







 






—






 







 






—






 







 






(83






)







 






(8






)







 






255






 







 






247








Net Income/(Loss)







$






66







$






577






 







$






18






 







$






6






 







$






180






 







$






847






 







$






(631






)







$






216








Less: Cumulative dividends attributable to Series A Preferred Stock







 






16







 







 







 







 






(16






)







 






—






 







 






16






 







 






16








Net Income/(Loss) available for common stockholders







$






50







$






577






 







$






18






 







$






6






 







$






196






 







$






847






 







$






(647






)







$






200








1 Excludes operations & maintenance and other cost of operations of $545 million








2 Other adj. includes stock-based compensation of $53 million, other and non-recurring charges of $39 million, impairments of $39 million, loss on sale of assets $18 million, acquisition and divestiture integration and transaction costs of $16 million, cost to achieve of $8 million, and ARO expense of $7 million








3 Other includes adjusted interest expense, net of $194 million and adjusted income tax expense of $61 million








4 See previous table for details





































 


Appendix Table A-2: Fourth Quarter 2024 Adjusted EBITDA and Adjusted Net Income Reconciliation by Operating Segment and Consolidated Adjusted EPS Reconciliation


The following table summarizes the calculation of Adjusted EBITDA, Adjusted Net Income and Adjusted EPS and provides a reconciliation from Net Income/(Loss) Available for Common Stockholders:




(In millions, except per share amounts)







Texas







East







West/




Other







Vivint




Smart




Home







Corp/Elim







Total






 






Earnings




Per Share,




Basic 7,8







Earnings




Per Share,




Diluted 7,8








Net Income/(Loss) Available for common stockholders







$






273






 







$






686






 







$






8






 







$






10






 







$






(350






)







$






627






 






 






$






3.10






 







$






3.01






 








Cumulative Dividends attributable to Series A Preferred Stock







 







 







 







 







 






16






 







 






16






 






 






 






0.08






 







 






0.08






 








Net Income/(Loss)







$






273






 







$






686






 







$






8






 







$






10






 







$






(334






)







$






643






 






 






$






3.18






 







$






3.09






 








Plus:







 







 







 







 







 







 






 






 







 








Interest expense, net







 






—






 







 






—






 







 






—






 







 






—






 







 






109






 







 






109






 






 






 






0.54






 







 






0.52






 








Income tax expense







 






—






 







 






—






 







 






—






 







 






—






 







 






72






 







 






72






 






 






 






0.36






 







 






0.35






 








Loss on debt extinguishment







 






—






 







 






—






 







 






—






 







 






—






 







 






122






 







 






122






 






 






 






0.60






 







 






0.59






 








Depreciation and amortization







 






83






 







 






41






 







 






14






 







 






210






 







 






10






 







 






358






 






 






 






1.77






 







 






1.72






 








ARO Expense







 






3






 







 






2






 







 






—






 







 






—






 







 






—






 







 






5






 






 






 






0.02






 







 






0.02






 








Contract and emission credit amortization, net







 






2






 







 






4






 







 






4






 







 






—






 







 






—






 







 






10






 






 






 






0.05






 







 






0.05






 








Stock-based compensation







 






5






 







 






1






 







 






1






 







 






13






 







 






—






 







 






20






 






 






 






0.10






 







 






0.10






 








Acquisition and divestiture integration and transaction costs







 






—






 







 






—






 







 






—






 







 






2






 







 






6






 







 






8






 






 






 






0.04






 







 






0.04






 








Cost to achieve







 






—






 







 






—






 







 






—






 







 






—






 







 






5






 







 






5






 






 






 






0.02






 







 






0.02






 








Deactivation costs







 






—






 







 






7






 







 






—






 







 






—






 







 






—






 







 






7






 






 






 






0.03






 







 






0.03






 








Loss on sale of assets1







 






—






 







 






—






 







 






4






 







 






—






 







 






—






 







 






4






 






 






 






0.02






 







 






0.02






 








Other and non-recurring charges2







 






(23






)







 






(9






)







 






(7






)







 






40






 







 






(1






)







 






—






 






 






 






—






 







 






—






 








Impairments







 






7






 







 






—






 







 






21






 







 






—






 







 






—






 







 






28






 






 






 






0.14






 







 






0.13






 








Mark-to-market (MtM) (gain) on economic hedges3







 






(23






)







 






(450






)







 






(16






)







 






—






 







 






—






 







 






(489






)






 






 






(2.42






)







 






(2.35






)








Adjusted EBITDA







$






327






 







$






282






 







$






29






 







$






275






 







$






(11






)







$






902






 






 






$






4.47






 







$






4.34






 








Adjusted interest expense, net4







 






—






 







 






—






 







 






—






 







 






—






 







 






(143






)







 






(143






)






 






 






(0.71






)







 






(0.69






)








Depreciation and amortization







 






(83






)







 






(41






)







 






(14






)







 






(210






)







 






(10






)







 






(358






)






 






 






(1.77






)







 






(1.72






)








Adjusted Income before income taxes







 






244






 







 






241






 







 






15






 







 






65






 







 






(164






)







 






401






 






 






 






1.99






 







 






1.93






 








Adjusted income tax expense5







 






—






 







 






—






 







 






—






 







 






—






 







 






(69






)







 






(69






)






 






 






(0.34






)







 






(0.33






)








Adjusted Net Income before Preferred Stock dividends







 






244






 







 






241






 







 






15






 







 






65






 







 






(233






)







 






332






 






 






 






1.64






 







 






1.60






 








Cumulative dividends attributable to Series A Preferred Stock







 






—






 







 






—






 







 






—






 







 






—






 







 






(16






)







 






(16






)






 






 






(0.08






)







 






(0.08






)








Adjusted Net Income6







$






244






 







$






241






 







$






15






 







$






65






 







$






(249






)







$






316






 






 






$






1.56






 







$






1.52









1 Excludes sale of land not associated with a generating asset








2 Includes reserves for legal matters, offset by one-time gain from change in benefits in 2024








3 Gain of $(489) million was primarily driven by unrealized non-cash mark-to-market gains on economic hedges in the East due to large movements in natural gas and power prices








4 Excludes mark-to-market gain on interest hedges of $34 million








5 Income tax calculated using Adjusted ETR on Adjusted Income before income taxes. Adjusted ETR includes impact of NRG’s tax credits as well as non-recurring tax items, using CAMT rate to accrue tax. Other adjustments are shown on pre-tax basis








6 Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders'








7 Items may not sum due to rounding








8 Earnings per share amounts are based on weighted average number of common shares outstanding - basic of 202 million and on weighted average number of common shares outstanding - diluted of 208 million for the three months ended December 31, 2024







































 


Fourth Quarter 2024 condensed financial information by Operating Segment:




(In millions, except per share amounts)







Texas







East







West/




Other







Vivint




Smart Home







Corp/Elim







Total








Revenue1







$






2,356






 







$






3,102






 







$






898






 







$






514






 







$






(12






)







$






6,858






 








Cost of fuel, purchased energy and other cost of sales2







 






1,549






 







 






2,536






 







 






772






 







 






38






 







 






(5






)







 






4,890






 








Economic gross margin







 






807






 







 






566






 







 






126






 







 






476






 







 






(7






)







 






1,968






 








Operations & maintenance and other cost of operations3







 






253






 







 






128






 







 






43






 







 






68






 







 






(2






)







 






490






 








Selling, marketing, general & administrative4







 






229






 







 






159






 







 






52






 







 






133






 







 






1






 







 






574






 








Other







 






(2






)







 






(3






)







 






2






 







 






—






 







 






5






 







 






2






 








Adjusted EBITDA







$






327






 







$






282






 







$






29






 







$






275






 







$






(11






)







$






902






 








Adjusted interest expense, net5







 






—






 







 






—






 







 






—






 







 






—






 







 






(143






)







 






(143






)








Depreciation and amortization







 






(83






)







 






(41






)







 






(14






)







 






(210






)







 






(10






)







 






(358






)








Adjusted Income before income taxes







 






244






 







 






241






 







 






15






 







 






65






 







 






(164






)







 






401






 








Adjusted income tax expense5







 






—






 







 






—






 







 






—






 







 






—






 







 






(69






)







 






(69






)








Adjusted Net Income before Preferred Stock dividends







 






244






 







 






241






 







 






15






 







 






65






 







 






(233






)







 






332






 








Cumulative dividends attributable to Series A Preferred Stock







 






—






 







 






—






 







 






—






 







 






—






 







 






(16






)







 






(16






)








Adjusted Net Income5







$






244






 







$






241






 







$






15






 







$






65






 







$






(249






)







$






316






 








Weighted average number of common shares outstanding - basic







 







 







 







 







 







 






202






 








Adjusted EPS







 







 







 







 







 







$






1.56









1 Excludes MtM loss of $35 million and contract amortization of $4 million








2 Includes TDSP expense, capacity and emission credits








3 Excludes deactivation costs of $7 million, ARO expense of $5 million, stock-based compensation of $2 million and other and non-recurring charges of $(5) million








4 Excludes stock-based compensation of $18 million and acquisition, other and non-recurring charges of $9 million and cost to achieve of $5 million








5 See previous table for details































 


The following table reconciles the Condensed Consolidated Results of Operations to Adjusted EBITDA and Adjusted Net Income:




(In millions)







Condensed




Consolidated




Results of




Operations







Interest,




tax, depr.,




amort.







MtM







Deact.







Other adj.2







Adjusted




EBITDA







Adj. to




arrive at




Adj Net




Income3







Adjusted




Net




Income4








Revenue







$






6,819







$






4






 







$






35






 







$






—






 







$






—






 







$






6,858







$






—






 







$






6,858








Cost of operations (excluding depreciation and amortization shown below)1







 






4,372







 






(6






)







 






524






 







 






—






 







 






—






 







 






4,890







 






—






 







 






4,890








Depreciation and amortization







 






358







 






(358






)







 






—






 







 






—






 







 






—






 







 






—







 






358






 







 






358








Gross margin







 






2,089







 






368






 







 






(489






)







 






—






 







 






—






 







 






1,968







 






(358






)







 






1,610








Operations & maintenance and other cost of operations







 






499







 






—






 







 






—






 







 






(7






)







 






(2






)







 






490







 






—






 







 






490








Selling, marketing, general & administrative







 






606







 






—






 







 






—






 







 






—






 







 






(32






)







 






574







 






—






 







 






574








Other







 






341







 






(181






)







 






—






 







 






—






 







 






(158






)







 






2







 






212






 







 






214








Net Income/(Loss)







$






643







$






549






 







$






(489






)







$






7






 







$






192






 







$






902







$






(570






)







$






332








Less: Cumulative dividends attributable to Series A Preferred Stock







 






16







 







 







 







 






(16






)







 






—







 






16






 







 






16








Net Income/(Loss) available for common stockholders







$






627







$






549






 







$






(489






)







$






7






 







$






208






 







$






902







$






(586






)







$






316








1 Excludes operations & maintenance and other cost of operations of $499 million








2 Other adj. includes loss on debt extinguishment of $122 million, impairments of $28 million, stock-based compensation of $20 million, acquisition and divestiture integration and transaction costs of $8 million, cost to achieve of $5 million, ARO expense of $5 million, and loss on sale of assets of $4 million








3 Other includes adjusted interest expense, net of $143 million and adjusted income tax expense of $69 million








4 See previous table for details




































 


Appendix Table A-3: Full Year 2025 Adjusted EBITDA and Adjusted Net Income Reconciliation by Operating Segment and Consolidated Adjusted EPS Reconciliation


The following table summarizes the calculation of Adjusted EBITDA, Adjusted Net Income and Adjusted EPS and provides a reconciliation from Net Income/(Loss) Available for Common Stockholders:




(In millions, except per share amounts)







Texas







East







West/




Other







Vivint




Smart




Home







Corp/Elim







Total






 






Earnings




Per Share,




Basic 7,8







Earnings




Per Share,




Diluted 7,8








Net Income/(Loss) Available for common stockholders







$






1,112






 







$






710






 







$






120






 







$






33






 







$






(1,178






)







$






797






 






 






$






4.09






 







$






4.01






 








Cumulative Dividends attributable to Series A Preferred Stock







 







 







 







 







 






67






 







 






67






 






 






 






0.34






 







 






0.34






 








Net Income/(Loss)







$






1,112






 







$






710






 







$






120






 







$






33






 







$






(1,111






)







$






864






 






 






$






4.43






 







$






4.34






 








Plus:







 







 







 







 







 







 






 






 







 








Interest expense, net







 






—






 







 






—






 







 






—






 







 






—






 







 






658






 







 






658






 






 






 






3.37






 







 






3.31






 








Income tax expense







 






—






 







 






—






 







 






—






 







 






—






 







 






270






 







 






270






 






 






 






1.38






 







 






1.36






 








Loss on debt extinguishment







 






—






 







 






—






 







 






—






 







 






—






 







 






10






 







 






10






 






 






 






0.05






 







 






0.05






 








Depreciation and amortization







 






374






 







 






148






 







 






32






 







 






810






 







 






42






 







 






1,406






 






 






 






7.21






 







 






7.07






 








ARO expense







 






24






 







 






5






 







 






—






 







 






—






 







 






—






 







 






29






 






 






 






0.15






 







 






0.15






 








Contract and emission credit amortization, net







 






13






 







 






37






 







 






9






 







 






—






 







 






—






 







 






59






 






 






 






0.30






 







 






0.30






 








Stock-based compensation1







 






55






 







 






23






 







 






6






 







 






45






 







 






—






 







 






129






 






 






 






0.66






 







 






0.65






 








Acquisition and divestiture integration and transaction costs1







 






—






 







 






—






 







 






—






 







 






3






 







 






72






 







 






75






 






 






 






0.38






 







 






0.38






 








Cost to achieve1







 






—






 







 






—






 







 






—






 







 






—






 







 






17






 







 






17






 






 






 






0.09






 







 






0.09






 








Deactivation costs







 






11






 







 






18






 







 






—






 







 






—






 







 






—






 







 






29






 






 






 






0.15






 







 






0.15






 








Loss on sale of assets







 






18






 







 






—






 







 






7






 







 






—






 







 






—






 







 






25






 






 






 






0.13






 







 






0.13






 








Other and non-recurring charges2







 






(100






)







 






48






 







 






(17






)







 






201






 







 






(1






)







 






131






 






 






 






0.67






 







 






0.66






 








Impairments







 






—






 







 






—






 







 






39






 







 






—






 







 






—






 







 






39






 






 






 






0.20






 







 






0.20






 








Mark-to-market (MtM) loss/(gain) on economic hedges3







 






370






 







 






(8






)







 






(16






)







 






—






 







 






—






 







 






346






 






 






 






1.77






 







 






1.74






 








Adjusted EBITDA







$






1,877






 







$






981






 







$






180






 







$






1,092






 







$






(43






)







$






4,087






 






 






$






20.96






 







$






20.54






 








Adjusted interest expense, net4







 






—






 







 






—






 







 






—






 







 






—






 







 






(648






)







 






(648






)






 






 






(3.32






)







 






(3.26






)








Depreciation and amortization







 






(374






)







 






(148






)







 






(32






)







 






(810






)







 






(42






)







 






(1,406






)






 






 






(7.21






)







 






(7.07






)








Adjusted Income before income taxes







 






1,503






 







 






833






 







 






148






 







 






282






 







 






(733






)







 






2,033






 






 






 






10.43






 







 






10.22






 








Adjusted income tax expense5







 






—






 







 






—






 







 






—






 







 






—






 







 






(360






)







 






(360






)






 






 






(1.85






)







 






(1.81






)








Adjusted Net Income before Preferred Stock dividends







 






1,503






 







 






833






 







 






148






 







 






282






 







 






(1,093






)







 






1,673






 






 






 






8.58






 







 






8.41






 








Cumulative dividends attributable to Series A Preferred Stock







 






—






 







 






—






 







 






—






 







 






—






 







 






(67






)







 






(67






)






 






 






(0.34






)







 






(0.34






)








Adjusted Net Income6







$






1,503






 







$






833






 







$






148






 







$






282






 







$






(1,160






)







$






1,606






 






 






$






8.24






 







$






8.07






 








1 Stock-based compensation of $6 million is reflected in acquisition and divestiture integration and transaction costs and $3 million is reflected in cost to achieve. Stock-based compensation includes employee stock purchase plan expense








2 Includes $(100) million of property insurance proceeds and $210 million of reserves for legal matters








3 Loss of $346 million was primarily driven by reversal of previously recognized unrealized gains on contracts that settled during the period and unrealized non-cash mark-to-market losses on economic hedges due to decreases in CAISO power prices, partially offset by increases in Northeast and ERCOT power prices








4 Excludes mark-to-market loss on interest hedges of $10 million








5 Income tax calculated using Adjusted ETR on Adjusted Income before income taxes. Adjusted ETR includes impact of NRG’s tax credits as well as non-recurring tax items, using CAMT rate to accrue tax. Other adjustments are shown on pre-tax basis








6 Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders'








7 Items may not sum due to rounding








8 Earnings per share amounts are based on weighted average number of common shares outstanding - basic of 195 million and on weighted average number of common shares outstanding - diluted of 199 million for the twelve months ended December 31, 2025







































 


Full Year 2025 condensed financial information by Operating Segment:




(In millions, except per share amounts)







Texas







East







West/




Other







Vivint




Smart Home







Corp/Elim







Total








Revenue1







 






11,139






 







 






14,262






 







 






3,192






 







 






2,144






 







 






(30






)







 






30,707






 








Cost of fuel, purchased energy and other cost of sales2







 






7,267






 







 






12,155






 







 






2,773






 







 






201






 







 






(7






)







 






22,389






 








Economic gross margin







 






3,872






 







 






2,107






 







 






419






 







 






1,943






 







 






(23






)







 






8,318






 








Operations & maintenance and other cost of operations3







 






1,098






 







 






532






 







 






107






 







 






265






 







 






13






 







 






2,015






 








Selling, marketing, general and administrative4







 






896






 







 






598






 







 






146






 







 






586






 







 






9






 







 






2,235






 








Other







 






1






 







 






(4






)







 






(14






)







 






—






 







 






(2






)







 






(19






)








Adjusted EBITDA







$






1,877






 







$






981






 







$






180






 







$






1,092






 







$






(43






)







$






4,087






 








Adjusted interest expense, net5







 






—






 







 






—






 







 






—






 







 






—






 







 






(648






)







 






(648






)








Depreciation and amortization







 






(374






)







 






(148






)







 






(32






)







 






(810






)







 






(42






)







 






(1,406






)








Adjusted Income before income taxes







 






1,503






 







 






833






 







 






148






 







 






282






 







 






(733






)







 






2,033






 








Adjusted income tax expense5







 






—






 







 






—






 







 






—






 







 






—






 







 






(360






)







 






(360






)








Adjusted Net Income before Preferred Stock dividends







 






1,503






 







 






833






 







 






148






 







 






282






 







 






(1,093






)







 






1,673






 








Cumulative dividends attributable to Series A Preferred Stock







 






—






 







 






—






 







 






—






 







 






—






 







 






(67






)







 






(67






)








Adjusted Net Income5







$






1,503






 







$






833






 







$






148






 







$






282






 







$






(1,160






)







$






1,606






 








Weighted average number of common shares outstanding - basic







 







 







 







 







 







 






195






 








Adjusted EPS







 







 







 







 







 







$






8.24






 








1 Excludes MtM gain of $(12) million and contract amortization of $6 million








2 Includes TDSP expense, capacity and emission credits








3 Excludes ARO expense of $29 million, deactivation costs of $29 million, stock-based compensation of $10 million and other and non-recurring charges of $(122) million








4 Excludes other and non-recurring charges of $230 million, stock-based compensation of $119 million, cost to achieve of $17 million and acquisition and divestiture integration and transaction costs of $1 million








5 See previous table for details































 


The following table reconciles the Condensed Consolidated Results of Operations to Adjusted EBITDA and Adjusted Net Income:




(In millions)







Condensed




Consolidated




Results of




Operations







Interest,




tax, depr.,




amort.







MtM







Deact.







Other adj.2







Adjusted




EBITDA







Adj. to




arrive at




Adj Net




Income3







Adjusted




Net




Income4








Revenue







$






30,713







$






6






 







$






(12






)







$






—






 







$






—






 







$






30,707






 







$






0






 







$






30,707








Cost of operations (excluding depreciation and amortization shown below)1







 






22,800







 






(53






)







 






(358






)







 






—






 







 






—






 







 






22,389






 







 






0






 







 






22,389








Depreciation and amortization







 






1,406







 






(1,406






)







 






—






 







 






—






 







 






—






 







 






—






 







 






1,406






 







 






1,406








Gross margin







 






6,507







 






1,465






 







 






346






 







 






—






 







 






—






 







 






8,318






 







 






(1,406






)







 






6,912








Operations & maintenance and other cost of operations







 






1,961







 






—






 







 






—






 







 






(29






)







 






83






 







 






2,015






 







 






0






 







 






2,015








Selling, marketing, general & administrative







 






2,602







 






—






 







 






—






 







 






—






 







 






(367






)







 






2,235






 







 






0






 







 






2,235








Other







 






1,080







 






(928






)







 






—






 







 






—






 







 






(171






)







 






(19






)







 






1,008






 







 






989








Net Income/(Loss)







$






864







$






2,393






 







$






346






 







$






29






 







$






455






 







$






4,087






 







$






(2,414






)







$






1,673








Less: Cumulative dividends attributable to Series A Preferred Stock







 






67







 







 







 







 






(67






)







 






—






 







 






67






 







 






67








Net Income/(Loss) available for common stockholders







$






797







$






2,393






 







$






346






 







$






29






 







$






522






 







$






4,087






 







$






(2,481






)







$






1,606








1 Excludes operations & maintenance and other cost of operations of $1,961 million








2 Other adj. includes other and non-recurring charges of $131 million, stock-based compensation of $129 million, acquisition and divestiture integration and transaction costs of $75 million, impairments of $39 million, ARO expenses of $29 million, loss on sale of assets $25 million, cost to achieve of $17 million and loss on debt extinguishment of $10 million








3 Other includes adjusted interest expense, net of $648 million and adjusted income tax expense of $360 million








4 See previous table for details





































 


Appendix Table A-4: Full Year 2024 Adjusted EBITDA and Adjusted Net Income Reconciliation by Operating Segment and Consolidated Adjusted EPS Reconciliation


The following table summarizes the calculation of Adjusted EBITDA, Adjusted Net Income and Adjusted EPS and provides a reconciliation from Net Income/(Loss) Available for Common Stockholders:




(In millions, except per share amounts)







Texas







East







West/




Other







Vivint




Smart




Home







Corp/Elim







Total






 






Earnings




Per Share,




Basic 8, 9







Earnings




Per Share,




Diluted 8, 9








Net Income/(Loss) Available for Common Stockholders







$






534






 







$






1,805






 







$






101






 







$






109






 







$






(1,491






)







$






1,058






 






 






$






5.14






 







$






4.99






 








Cumulative dividends attributable to Series A Preferred Stock







 







 







 







 







 






67






 







 






67






 






 






 






0.33






 







 






0.32






 








Net Income/(Loss)







$






534






 







$






1,805






 







$






101






 







$






109






 







$






(1,424






)







$






1,125






 






 






$






5.46






 







$






5.31






 








Plus:







 







 







 







 







 







 






 






 







 








Interest expense, net







 






—






 







 






—






 







 






—






 







 






—






 







 






595






 







 






595






 






 






 






2.89






 







 






2.81






 








Income tax expense







 






—






 







 






—






 







 






—






 







 






—






 







 






323






 







 






323






 






 






 






1.57






 







 






1.52






 








Loss on debt extinguishment







 






—






 







 






—






 







 






—






 







 






—






 







 






382






 







 






382






 






 






 






1.85






 







 






1.80






 








Depreciation and amortization







 






323






 







 






158






 







 






99






 







 






782






 







 






41






 







 






1,403






 






 






 






6.81






 







 






6.62






 








ARO Expense







 






18






 







 






15






 







 






1






 







 






—






 







 






—






 







 






34






 






 






 






0.17






 







 






0.16






 








Contract and emission credit amortization, net







 






9






 







 






58






 







 






11






 







 






—






 







 






—






 







 






78






 






 






 






0.38






 







 






0.37






 








Stock-based compensation1







 






25






 







 






10






 







 






5






 







 






59






 







 






—






 







 






99






 






 






 






0.48






 







 






0.47






 








Acquisition and divestiture integration and transaction costs1







 






—






 







 






—






 







 






—






 







 






11






 







 






24






 







 






35






 






 






 






0.17






 







 






0.17






 








Cost to achieve1







 






—






 







 






—






 







 






—






 







 






—






 







 






28






 







 






28






 






 






 






0.14






 







 






0.13






 








Deactivation costs







 






—






 







 






20






 







 






2






 







 






—






 







 






—






 







 






22






 






 






 






0.11






 







 






0.10






 








Loss/(gain) on sale of assets2







 






4






 







 






—






 







 






(204






)







 






—






 







 






—






 







 






(200






)






 






 






(0.97






)







 






(0.94






)








Other and non-recurring charges3







 






(22






)







 






—






 







 






9






 







 






50






 







 






(9






)







 






28






 






 






 






0.14






 







 






0.13






 








Impairments







 






7






 







 






—






 







 






36






 







 






—






 







 






—






 







 






43






 






 






 






0.21






 







 






0.20






 








Mark to market (MtM) loss/(gain) on economic hedges4







 






684






 







 






(1,060






)







 






170






 







 






—






 







 






—






 







 






(206






)






 






 






(1.00






)







 






(0.97






)








Adjusted EBITDA







$






1,582






 







$






1,006






 







$






230






 







$






1,011






 







$






(40






)







$






3,789






 






 






$






18.39






 







$






17.87






 








Adjusted interest expense, net5







 






—






 







 






—






 







 






—






 







 






—






 







 






(598






)







 






(598






)






 






 






(2.90






)







 






(2.82






)








Depreciation and amortization







 






(323






)







 






(158






)







 






(99






)







 






(782






)







 






(41






)







 






(1,403






)






 






 






(6.81






)







 






(6.62






)








Adjusted Income before income taxes







 






1,259






 







 






848






 







 






131






 







 






229






 







 






(679






)







 






1,788






 






 






 






8.68






 







 






8.43






 








Adjusted income tax expense6







 






—






 







 






—






 







 






—






 







 






—






 







 






(313






)







 






(313






)






 






 






(1.52






)







 






(1.48






)








Adjusted Net Income before Preferred Stock dividends







 






1,259






 







 






848






 







 






131






 







 






229






 







 






(992






)







 






1,475






 






 






 






7.16






 







 






6.96






 








Cumulative dividends attributable to Series A Preferred Stock







 






—






 







 






—






 







 






—






 







 






—






 







 






(67






)







 






(67






)






 






 






(0.33






)







 






(0.32






)








Adjusted Net Income7







$






1,259






 







$






848






 







$






131






 







$






229






 







$






(1,059






)







$






1,408






 






 






$






6.83






 







$






6.64









1 Stock-based compensation of $2 million is reflected in cost to achieve and $1 million is reflected in acquisition and divestiture integration and transaction costs








2 Excludes sale of land not associated with a generating asset








3 Includes reserves for legal matters, offset by one-time gain from change in benefits in 2024








4 Gain of $(206) million was primarily driven by roll-off of 2024 positions as well as gains on economic hedges in the East due to large movements in natural gas and power prices, partially offset by losses on economic hedges in Texas and West due to movements in power prices








5 Excludes mark-to-market gain on interest hedges of $3 million








6 Income tax calculated using Adjusted ETR on Adjusted Income before income taxes. Adjusted ETR includes impact of NRG’s tax credits as well as non-recurring tax items, using CAMT rate to accrue tax. Other adjustments are shown on pre-tax basis








7 Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders'








8 Items may not sum due to rounding








9 Earnings per share amounts are based on weighted average number of common shares outstanding - basic of 206 million and on weighted average number of common shares outstanding - diluted of 212 million for the twelve months ended December 31, 2024







































 


Full Year 2024 condensed financial information by Operating Segment:




(In millions, except per share amounts)







Texas







East







West/




Other







Vivint




Smart Home







Corp/Elim







Total








Revenue1







$






10,651






 







$






11,759






 







$






3,805






 







$






1,991






 







$






(44






)







$






28,162






 








Cost of fuel, purchased energy and other cost of sales2







 






7,230






 







 






9,714






 







 






3,188






 







 






151






 







 






(22






)







 






20,261






 








Economic gross margin







 






3,421






 







 






2,045






 







 






617






 







 






1,840






 







 






(22






)







 






7,901






 








Operations & maintenance and other cost of operations3







 






1,007






 







 






455






 







 






213






 







 






253






 







 






1






 







 






1,929






 








Selling, marketing, general & administrative4







 






832






 







 






585






 







 






211






 







 






576






 







 






6






 







 






2,210






 








Other







 






—






 







 






(1






)







 






(37






)







 






—






 







 






11






 







 






(27






)








Adjusted EBITDA







$






1,582






 







$






1,006






 







$






230






 







$






1,011






 







$






(40






)







$






3,789






 








Adjusted interest expense, net5







 






—






 







 






—






 







 






—






 







 






—






 







 






(598






)







 






(598






)








Depreciation and amortization







 






(323






)







 






(158






)







 






(99






)







 






(782






)







 






(41






)







 






(1,403






)








Adjusted Income before income taxes







 






1,259






 







 






848






 







 






131






 







 






229






 







 






(679






)







 






1,788






 








Adjusted income tax expense5







 






—






 







 






—






 







 






—






 







 






—






 







 






(313






)







 






(313






)








Adjusted Net Income before Preferred Stock dividends







 






1,259






 







 






848






 







 






131






 







 






229






 







 






(992






)







 






1,475






 








Cumulative dividends attributable to Series A Preferred Stock







 






—






 







 






—






 







 






—






 







 






—






 







 






(67






)







 






(67






)








Adjusted Net Income5







$






1,259






 







$






848






 







$






131






 







$






229






 







$






(1,059






)







$






1,408






 








Weighted average number of common shares outstanding - basic







 







 







 







 







 







 






206






 








Adjusted EPS







 







 







 







 







 







$






6.83









1 Excludes MtM loss of $3 million and contract amortization of $29 million








2 Includes TDSP expenses, capacity and emissions credits








3 Excludes ARO expense of $34 million, deactivation costs of $22 million, stock-based compensation of $9 million and other and non-recurring charges of $5 million








4 Excludes stock-based compensation of $90 million, cost to achieve of $28 million, other and non-recurring charges of $12 million and acquisition and divestiture integration and transaction costs of $5 million








5 See previous table for details































 


The following table reconciles the Condensed Consolidated Results of Operations to Adjusted EBITDA and Adjusted Net Income:




(In millions)







Condensed




Consolidated




Results of




Operations







Interest,




tax, depr.,




amort.







MtM







Deact.







Other adj.2







Adjusted




EBITDA







Adj. to




arrive at




Adj Net




Income3







Adjusted




Net




Income4








Revenue







$






28,130







$






29






 







$






3






 







$






—






 







$






—






 







$






28,162






 







 






—






 







$






28,162








Cost of operations (excluding depreciation and amortization shown below)1







 






20,101







 






(49






)







 






209






 







 






—






 







 






—






 







 






20,261






 







 






—






 







 






20,261








Depreciation and amortization







 






1,403







 






(1,403






)







 






—






 







 






—






 







 






—






 







 






—






 







 






1,403






 







 






1,403








Gross margin







 






6,626







 






1,481






 







 






(206






)







 






—






 







 






—






 







 






7,901






 







 






(1,403






)







 






6,498








Operations & maintenance and other cost of operations







 






1,999







 






—






 







 






—






 







 






(22






)







 






(48






)







 






1,929






 







 






—






 







 






1,929








Selling, marketing, general & administrative







 






2,345







 






—






 







 






—






 







 






—






 







 






(135






)







 






2,210






 







 






—






 







 






2,210








Other







 






1,157







 






(918






)







 






—






 







 






—






 







 






(266






)







 






(27






)







 






911






 







 






884








Net Income/(Loss)







$






1,125







$






2,399






 







$






(206






)







$






22






 







$






449






 







$






3,789






 







$






(2,314






)







$






1,475








Less: Cumulative dividends attributable to Series A Preferred Stock







 






67







 







 







 







 






(67






)







 






—






 







 






67






 







 






67








Net Income/(Loss) available for common stockholders







$






1,058







$






2,399






 







$






(206






)







$






22






 







$






516






 







$






3,789






 







$






(2,381






)







$






1,408








1 Excludes operations & maintenance and other cost of operations of $1,999 million








2 Other adj. includes loss on debt extinguishment $382 million, stock-based compensation of $99 million, impairments of $43 million, acquisition and divestiture integration and transaction costs of $35 million, ARO expense of $34 million, cost to achieve of $28 million, other and non-recurring charges of $28 million and gain on sale of assets of $(200) million








3 Other includes adjusted interest expense, net of $598 million and adjusted income tax expense of $313 million








4 See previous table for details





































 


Appendix Table A-5: Three Months Ended December 31, 2025 and 2024 Free Cash Flow before Growth Investments (FCFbG)


The following table summarizes the calculation of FCFbG providing a reconciliation from Adjusted EBITDA and Cash provided by operating activities:




 






 






Three Months Ended








(In millions)






 






12/31/25






 






12/31/24








Adjusted EBITDA






 






$






847






 






 






$






902






 








Interest payments, net






 






 






(67






)






 






 






(118






)








Income tax payments






 






 






(10






)






 






 






(70






)








Gross capitalized contract costs






 






 






(183






)






 






 






(147






)








Collateral/working capital/other assets and liabilities






 






 






(464






)






 






 






385






 








Cash provided by operating activities






 






 






123






 






 






 






952






 








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






 






 






8






 






 






 






(1






)








Acquisition and divestiture integration and transaction costs1






 






 






20






 






 






 






50






 








Adjustment for change in collateral






 






 






69






 






 






 






(325






)








Other2






 






 






60






 






 






 






(1






)








Adjusted cash provided by operating activities






 






 






280






 






 






 






675






 








Maintenance capital expenditures, net3






 






 






(110






)






 






 






(62






)








Environmental capital expenditures






 






 






(12






)






 






 






(6






)








Cost of acquisition






 






 






17






 






 






 






17






 








Free Cash Flow before Growth Investments (FCFbG)






 






$






175






 






 






$






624






 








1 Three months ended 12/31/25 includes $16 million acquisition and divestiture integration and transaction costs, $8 million cost to achieve payments (see Table A-1) less $4 million non-cash adjustments; three months ended 12/31/2024 includes $55 million cash taxes from the sale of Airtron, $8 million acquisition and divestiture integration and transaction costs and $5 million cost to achieve payments (see Table A-2), less $18 million non-cash adjustments








2 Three months ended 12/31/25 includes a $36 million payment for a legal matter















 


Appendix Table A-6: Twelve Months Ended December 31, 2025 and 2024 Free Cash Flow before Growth Investments (FCFbG)


The following table summarizes the calculation of FCFbG providing a reconciliation from Adjusted EBITDA and Cash provided by operating activities:




 






 






Twelve Months Ended








(In millions)






 






12/31/25






 






12/31/24








Adjusted EBITDA






 






$






4,087






 






 






$






3,789






 








Interest payments, net






 






 






(489






)






 






 






(570






)








Income tax payments






 






 






(70






)






 






 






(184






)








Gross capitalized contract costs






 






 






(970






)






 






 






(846






)








Collateral/working capital/other assets and liabilities






 






 






(645






)






 






 






117






 








Cash provided by operating activities






 






 






1,913






 






 






 






2,306






 








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






 






 






59






 






 






 






(3






)








Acquisition and divestiture integration and transaction costs1






 






 






79






 






 






 






113






 








Adjustment for change in collateral






 






 






(7






)






 






 






(245






)








Other2






 






 






269






 






 






 






27






 








Adjusted cash provided by operating activities






 






 






2,313






 






 






 






2,198






 








Maintenance capital expenditures, net3






 






 






(229






)






 






 






(240






)








Environmental capital expenditures






 






 






(38






)






 






 






(21






)








Cost of acquisition






 






 






164






 






 






 






125






 








Free Cash Flow before Growth Investments (FCFbG)






 






$






2,210






 






 






$






2,062






 








1 Twelve months ended 12/31/25 includes $75 million acquisition and divestiture integration and transaction costs and $17 million cost to achieve payments (see table A-3), less $13 million non-cash adjustments; twelve months ended 12/31/24 includes $55 million cash taxes from the sale of Airtron, $35 million acquisition and divestiture integration and transaction costs and $28 million cost to achieve payments (see table A-4), less $5 million non-cash adjustments








2 Twelve months ended 12/31/2025 includes payment of $224 million for the satisfaction of the CPI legal matter and a $36 million payment for another legal matter; twelve months ended 12/31/24 primarily includes $21 million GenOn pension payments








3 Twelve months ended 12/31/25 is presented net of W.A. Parish Unit 8 insurance recoveries related to property, plant and equipment of $100 million; twelve months ended 12/31/24 is presented net of W.A. Parish Unit 8 insurance recoveries related to the property, plant and equipment of $3 million















 


Appendix Table A-7: Twelve Months Ended December 31, 2025 Sources and Uses of Liquidity


The following table summarizes the sources and uses of liquidity for the twelve months ending December 31, 2024:




($ in millions)







Twelve Months Ended




December 31, 2025








Sources:







 








Adjusted cash provided by operating activities







$






2,313






 








Proceeds from issuance of long-term debt







 






6,676






 








Increase and change in availability under revolving credit facility and collective collateral facilities







 






421






 








Proceeds from sale of assets, net of cash disposed







 






6






 








 







 








Uses:







 








Payments for share repurchase activity and excise tax







 






(1,311






)








Repayments of long-term debt and finance leases







 






(1,005






)








Investment and integration capital expenditures







 






(780






)








Payments for acquisitions of businesses and assets, net of cash acquired







 






(596






)








Payments of dividends to preferred and common stockholders







 






(411






)








Payment for settlement of capped call options







 






(292






)








Maintenance and environmental capital expenditures, net1







 






(267






)








Payments for shares repurchased in lieu of tax withholdings







 






(92






)








Acquisition and divestiture integration and transaction costs2







 






(79






)








Payments of deferred financing costs







 






(78






)








Cash collateral paid in support of energy risk management activities







 






(56






)








Net purchases of emission allowances







 






(1






)








Other investing and financing3







 






(263






)








Change in Total Liquidity







$






4,185









1 Net of $100 million of W.A. Parish Unit 8 insurance recoveries related to property, plant and equipment








2 Twelve months ended 12/31/25 includes $75 million acquisition and divestiture integration and transaction costs and $17 million cost to achieve payments (see table A-3), less $13 million non-cash acquisition costs and non-cash stock-based compensation








3 Includes payment of $224 million for the satisfaction of the CPI legal matter and a $36 million payment for another legal matter











 


Appendix Table A-8: 2026 Guidance Reconciliation


The following table summarizes the 2026 Guidance calculations of Adjusted EBITDA, Adjusted Net Income and Adjusted EPS and provides a reconciliation from Net Income:





 






2026








(In millions, except per share amounts)






 






Guidance8,9








Net Income1






 






$1,325 - $1,755








Interest expense, net






 






1,195








Income tax expense2






 






490 - 560








Depreciation and amortization3






 






1,955








ARO expense






 






30








Stock-based compensation






 






120








Acquisition and divestiture integration and transaction costs






 






110








Other4






 






100








Adjusted EBITDA






 






$5,325 - $5,825








Adjusted interest expense, net5






 






(1,195)








Depreciation and amortization3






 






(1,955)








Adjusted Income before income taxes






 






$2,175 - $2,675








Adjusted income tax expense6






 






(423) - (493)








Adjusted Net Income before Preferred Stock dividends






 






$1,752 - $2,182








Cumulative dividends attributable to Series A Preferred Stock






 






(67)








Adjusted Net Income7






 






$1,685 - $2,115








Weighted average number of common shares outstanding - basic






 






214








Adjusted EPS






 






$7.90 - $9.90








1 The Company does not guide to Net Income due to the impact of fair value adjustments related to derivatives in a given year. For purposes of guidance, fair value adjustments related to derivatives are assumed to be zero








2 Represents anticipated GAAP income tax








3 Estimates for the acquired LS Power assets are provisional and subject to revisions until evaluations are completed to assess the fair value of long-lived assets








4 Includes adjustments for sale of assets, deactivation costs, and other and non-recurring charges








5 Excludes mark-to-market gains/losses on interest hedges








6 Income tax calculated using Adjusted ETR on Adjusted Income before income taxes. Adjusted ETR includes impact of NRG’s tax credits as well as non-recurring tax items, using CAMT rate to accrue tax. Other adjustments are shown on pre-tax basis








7 Adjusted Net Income as shown here is 'Adjusted Net Income available for common stockholders'








8 Items may not sum due to rounding








9 Reflects the Company’s previously communicated 2026 outlook, updated to incorporate approximately 11 months of ownership of the portfolio acquired from LS Power. The updated guidance therefore includes approximately 90% of the acquired portfolio’s estimated full-year 2026 contribution









 


Appendix Table A-9: 2026 Guidance Reconciliation


The following table summarizes the calculation of FCFbG providing a reconciliation from Adjusted EBITDA and Cash provided by operating activities:




 






 






2026








(In millions)






 






Guidance








Adjusted EBITDA






 






$5,325 - $5,825








Interest payments, net1






 






(1,100)








Income tax payments






 






(70) - (90)








Gross capitalized contract costs






 






(1,020)








Working capital/other assets and liabilities2






 






(135)








Cash provided by operating activities3






 






$3,000 - $3,480








Acquisition and other costs2






 






110








Adjusted cash provided by operating activities






 






$3,110 - $3,590








Maintenance capital expenditures






 






(450) - (480)








Environmental capital expenditures






 






(10) - (20)








Cost of acquisition






 






180








Free Cash Flow before Growth Investments (FCFbG)






 






$2,800 - $3,300








1 Interest payments, net represents Interest expense, net of $(1,195) million on Appendix Table A-8 plus $95 million accrued interest expense not yet paid








2 Working capital/other assets and liabilities includes payments for Acquisition and divestiture integration and transition costs, which is adjusted in Acquisition and other costs, and includes net deferred revenues








3 Excludes fair value adjustments related to derivatives and changes in collateral deposits in support of risk management activities









 


Non-GAAP Financial Measures


NRG reports its financial results in accordance with the accounting principles generally accepted in the United States (GAAP) and supplements with certain non-GAAP financial measures. These measures are not recognized in accordance with GAAP and should not be viewed in isolation or as an alternative to GAAP measures of performance. In addition, other companies may calculate non-GAAP financial measures differently than NRG does, limiting their usefulness as a comparative measure.


NRG uses the following non-GAAP measures to provide additional insight into financial performance:



Adjusted EBITDA: Defined as EBITDA (earnings before interest, taxes, depreciation, and amortization, impact of asset retirement obligation expenses and contract amortization consisting of amortization of power and fuel contracts and amortization of emission allowances) with further adjustments for stock-based compensation, impairment losses, deactivation costs, gains or losses on sales, dispositions or retirements of assets, any mark-to-market gains or losses from forward position of economic hedges, gains or losses on the repurchase, modification or extinguishment of debt, restructuring costs, and other non-recurring items plus adjustments to reflect the Adjusted EBITDA from our unconsolidated investments or non-controlling interests. Adjusted EBITDA is intended to facilitate period-to-period comparisons and is widely used by investors for performance assessment.




Adjusted Net Income: Defined as net income available to common shareholders excluding the impact of asset retirement obligation expenses, contract amortization consisting of amortization of power and fuel contracts and amortization of emission allowances, stock-based compensation, impairment losses, deactivation costs, gains or losses on sales, dispositions or retirements of assets, any mark-to-market gains or losses from forward position of economic hedges, gains or losses on the repurchase, modification or extinguishment of debt, the impact of restructuring and any extraordinary, unusual or non-recurring items plus adjustments to reflect the Adjusted EBITDA from our unconsolidated investments and non-controlling interests.




Adjusted Earnings per Share (EPS): Defined as Adjusted Net Income, divided by the average basic common shares outstanding.




Adjusted Cash Provided/(Used) by Operating Activities: Defined as cash provided/(used) by operating activities with the reclassification of net payments of derivative contracts acquired in business combinations from financing to operating cash flow, as well as the add back of merger, integration, related restructuring costs, adjustment for change in collateral, and the impact of extraordinary, unusual or non-recurring items.




Free Cash Flow before Growth Investments: Defined as Adjusted Cash provided/(used) by operating activities less maintenance and environmental capital expenditures, net of funding and insurance recoveries related to property, plant and equipment, and adjustments to exclude cost of acquisition related to growth.



Management believes these non-GAAP financial measures are useful to investors and other users of NRG's financial statements in evaluating the Company’s operating performance and growth, as well as the impact of the Company’s capital allocation program. They provide an additional tool to compare business performance across periods and adjust for items that management does not consider indicative of NRG’s future operating performance. Management uses these non-GAAP financial measures to assist in comparing financial performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations, and for evaluating actual results against such expectations, and in communications with NRG's Board of Directors, shareholders, creditors, analysts and investors concerning its financial performance.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260223415324/en/
Media:

Ann Duhon

NRGMediaRelations@nrg.com


Investors:

Brendan Mulhern

609.524.4767


Original: NRG Energy, Inc. Reports Full Year 2025 Financial Results