NRG Energy (NRG) 10-K risk factor changes: FY2024 vs FY2023

NRG's risk factors are grouped into the following categories: (i) Risks Related to the [removed: Acquisition of Vivint Smart Home; (ii) Risks Related to the] Operation of NRG's Business; [removed: (iii)] [added: (ii)] Risks Related to Governmental Regulation and Laws; and [removed: (iv)] [added: (iii)] Risks Related to Economic and Financial Market [removed: Conditions,] [added: Conditions] and the Company's Indebtedness.

[added: Furthermore, NRG may face competition from other] energy [added: service providers, other energy] industry participants, or nationally branded providers of consumer products and [removed: services,] [added: services — including providers that may be better equipped to satisfy the large and rapid load growth expected of manufacturing, industrial, and data center customers —] who have, and may in the future, develop businesses and offerings that compete with NRG.

NRG’s strategy relies, in part, on its ability to [removed: cross-serve] [added: bundle its products] and [added: services to] optimize its network of [removed: retail] [added: home energy] and [removed: Smart Home services] [added: smart home] customers, and if it is unable to retain existing customers and expand their use of the Company’s products and services, its expected growth and operating results could be adversely affected.

As part of NRG’s growth strategy, it is important for the Company to [removed: cross-sell] [added: bundle home] energy [removed: sales] and [removed: services to] smart home services [removed: subscribers] and [removed: smart home services] [added: products] to [removed: residential retail customers.][added: optimize its customer base.]

As the Company [removed: continues] [added: is] pursuing [removed: cross-selling opportunities between] these [removed: customers,] [added: opportunities to bundle services and products,] there can be no assurances that its efforts in this regard will be successful.

Additionally, for the Company to be successful in such [removed: cross-selling] opportunities, it must retain its existing customers.

The length of the terms for which NRG’s [removed: retail] [added: home energy] customers are contracted can be for multi-year periods, but many customers are contracted for a period of one year or less.

Smart home [removed: services] customers historically have entered into subscriptions that range from three to five years.

[removed: If customers terminate their contracts,] do not renew their contracts or do not expand their use of NRG’s products and services, the Company’s growth strategy may not be successful and its expected results of operations may be adversely affected.

[removed: Many of the] forward power sales contracts do not allow the Company to pass through changes in fuel costs or discharge the power sale obligations in the case of a disruption in fuel supply due to force majeure events or the default of a fuel supplier or transporter.

The price NRG can obtain for the sale of energy may not rise at the same rate, or may not rise at [added: all, to match a rise in fuel or delivery costs.]

As a result, NRG's information technology systems and infrastructure, and those of its vendors and suppliers, are [removed: susceptible] [added: vulnerable] to cyber-based security threats which could compromise confidentiality, integrity or availability.

While the Company has controls in place designed to protect its infrastructure, such breaches and threats are becoming increasingly sophisticated and complex, requiring continuing evolution [removed: of its program.][added: and constant improvements in security programs and technology.]

Any such breach, disruption or similar event that impairs NRG's information technology infrastructure could disrupt normal business operations and affect the Company's ability to control its generation assets, provide smart home services, maintain [added: confidentiality, availability and integrity of restricted data, access retail customer information and limit communication with customers and third parties, which could have a material adverse effect on the Company.]

As part of the continuing development of new and modified reliability standards, the FERC has approved changes to its Critical Infrastructure Protection reliability standards and has established standards for assets identified as "critical cyber assets." Under the Energy Policy Act of 2005, the FERC can impose [removed: penalties (up] [added: penalties, up] to $1 million per day, per [removed: violation)] [added: violation,] for failure to comply with mandatory electric reliability standards, including standards to protect the power system against potential disruptions from cyber/data and physical security breaches.

Further, the Company's [removed: retail, Home] [added: retail] and [removed: Services] [added: Home] businesses, as well as Vivint Smart Home's smart home platform, require accessing, collecting, storing and transmitting sensitive customer data in the ordinary course of business.

While the Company has not experienced a cyber/data [added: breach or] event causing any material operational, reputational or financial [removed: impact,] [added: harm,] it recognizes the growing threat within the general marketplace and the industry, and there is no assurance that NRG will be able to prevent any such [removed: impacts] [added: harm] in the future.

In addition, NRG may experience increased capital and operating costs to implement [removed: increased] [added: enhanced] security for its information technology infrastructure.

Unplanned outages of generating units, including extensions of scheduled outages due to mechanical failures or other problems occur from time to time and are an inherent risk of the [added: Company's business.]

In addition to natural risks such as earthquake, flood, lightning, [added: wildfires,] hurricane and wind, other hazards, such as fire, explosion, structural collapse and machinery failure are inherent risks in the Company's operations.

[added: The Company also cannot predict] whether transmission or distribution facilities will be expanded in specific markets to accommodate competitive access to those markets.

The Company may be liable to customers for any damage caused to customers’ homes, facilities, belongings or property during the installation of Company products and systems, such as smart home [removed: systems, home back-up generators and residential HVAC system repairs, installation and replacements.][added: systems.]

Changes in technology may impair the value of, and the attractiveness of, [removed: its] [added: NRG’s] retail products, smart home services and [removed: NRG’s] generation facilities.

Advances in these or other technologies, including through [removed: artificial intelligence,] [added: AI,] could reduce the costs of power production to a level below what the Company has currently forecasted, which could adversely affect its cash flows, results of operations or competitive position.

The Company’s smart home services rely on [removed: intellectual property] [added: innovation] and any failure to adequately protect [removed: such] [added: the Company’s] intellectual [removed: property,] [added: property underlying such innovation,] or claims that the Company has infringed [removed: on others’] [added: the] intellectual property [removed: rights,] [added: rights of others,] could have an adverse effect on its business and operations and result in a competitive disadvantage.

The Company relies on a combination of patent, trademark, copyright and trade secret [added: right under the] laws of the United States and other countries and a combination of confidentiality procedures, contractual provisions and other methods, to protect its intellectual property, all of which offer only limited protection.

Certain of the Company’s smart home solutions contain software modules licensed under “open-source” licenses, which may entail greater risks than the use of [removed: third-party] commercial software, as open-source licensors generally do not provide warranties or other contractual protections regarding [added: infringement claims or the quality of the code.]

If the Company is unable to successfully defend against such claims or license necessary third-party technology or [removed: other] intellectual property on acceptable [removed: terms] [added: terms,] it may be required to develop alternative, non-infringing technology, which could require significant time, effort, and expense and may ultimately not be successful.

As of December 31, [removed: 2023,] [added: 2024,] approximately 4% of NRG's employees were covered by collective bargaining agreements.

In addition, significant weather events or terrorist actions could damage or shut down the power or gas transmission and distribution [removed: facilities upon which the Company is dependent, which may reduce retail volume for extended periods of time.]

Failure to comply with such requirements could result in the shutdown of a non-complying facility or line of business, the imposition of liens, fines, [added: penalties] and/or civil or criminal liability.

Except for ERCOT generation facilities and power marketers, all of NRG's non-qualifying facility generating companies and power marketing affiliates in the U.S. make sales of electricity in interstate commerce and are public utilities for [added: purposes of the FPA.]

The regulatory environment is subject to significant changes due to state and federal policies affecting wholesale and retail competition and the creation of incentives for the addition of large amounts of new renewable [added: and nuclear] generation and, in some cases, transmission.

[removed: If these] measures continue, capacity and energy prices may be suppressed, and the Company may not be successful in its efforts to insulate the competitive market from this interference.

[removed: Beginning in 2023, the] [added: The] Company is [removed: now] subject to a 15% corporate alternative minimum tax as a result of the Inflation Reduction Act.

NRG's businesses are subject to physical, market and economic risks relating to potential effects of climate change, and policies [removed: at the national, regional and state levels] to regulate GHG emissions and mitigate climate change which could adversely impact NRG's results of operations, financial condition and cash flows.

[removed: Failure to achieve the] Company's emissions targets could result in a negative impact on access to and cost of capital, changing investor sentiment regarding investment in the Company or reputation harm.

Enhanced data privacy and data protection laws and [removed: regulations] [added: regulations,] or any non-compliance with such laws and regulations, could adversely affect NRG’s business and financial results.

The consumer privacy landscape continues to experience momentum for greater privacy protection and reform at the state and federal level in response to precedents set forth by the [removed: General Data] [added: Personal Information] Protection [removed: Regulation] [added: and Electronic Documents Act] (the [removed: "GDPR")] [added: "PIPEDA") of Canada] and the California Consumer Privacy Act (the "CCPA").

The development and evolving nature of domestic and international privacy regulation and enforcement could impact and potentially limit how NRG [removed: processes] [added: collects, processes, discloses and stores] personally identifiable information.

- a public health crisis, epidemic or pandemic;

- economic and political conditions, including the impact of changing U.S. trade policies and potential additional tariffs that may be imposed;

Conversely, should natural gas prices rise to consistently exceed coal prices, NRG’s demand for coal generation may exceed the near-term ability of coal suppliers or rail transporters to meet it, causing the Company to lose generation sales opportunities and/or realize higher retail energy supply costs.

The Company’s expectations regarding load growth may not materialize.

The electricity industry is expected to experience a surge in demand driven primarily by new manufacturing, industrial and data center facilities (inclusive of generative AI (“GenAI”)).

The U.S. Energy Information Administration's 2023 Annual Energy Outlook, combined with external forecasts, shows the potential for 500 TWh of incremental load across the U.S. through 2030, as compared to 2023.

ERCOT's current long term load forecast shows peak demand increasing from 86 GW in 2024 to 137 GW in 2028.

However, there is no assurance that these forecasts will be accurate or that the anticipated load growth will occur as projected.

Factors such as evolving technology, improvements in energy efficiency, changes in economic conditions, shifts in government policy or regulation, and project delays or cancellations by the Company’s commercial and industrial consumers (including data center facilities) could reduce or slow demand for electricity relative to current expectations.

The Company’s capital expenditures and other investments are influenced by projected demand; if the anticipated load growth fails to materialize, the Company could incur additional expenses to terminate or redeploy any underutilized assets or infrastructure, or it may be unable to fully recover its capital expenditures or realize the expected returns on its investments.

Many of the

The Company may incur additional costs or delays in the development and construction of new generation projects and may not be able to recover its investments or complete the projects.

NRG’s development and construction of new generation facilities involve many risks, including:

- inability to receive governmental or other third-party funding;

- delays or inability in obtaining necessary permits and licenses;

- supply interruptions;

- work stoppages and labor disputes;

- weather interferences;

- unforeseen engineering, environmental and geological problems;

- unanticipated cost overruns; and

- failure of various third parties to perform under contracts.

Any of these risks could cause NRG's financial returns on such new investments to be lower than expected, or could cause the Company to operate below expected capacity or availability levels, which could result in loss of revenues, increase in expenses, higher maintenance costs and penalties.

To protect against these risks, insurance is maintained, warranties are generally obtained for limited periods relating to the construction of each project and its equipment in varying degrees, and contractors and equipment suppliers are obligated to meet certain performance levels.

The insurance, warranties or performance guarantees, however, may not be adequate to cover increased expenses.

As a result, a project may cost more than projected and the Company may be unable to fund principal and interest payments under construction financing obligations, if any.

Furthermore, where the Company has partnering relationships with a third party, the Company is subject to the viability and performance of the third party.

The Company's inability to find a replacement contracting party where the original contracting party has failed to perform, could result in the abandonment of the development and/or construction of such project, while the Company could remain obligated on other agreements associated with the project.

If the Company is unable to complete the development or construction of a facility, or decides to delay, downsize, or cancel such project, it may not be able to recover its investment in that facility.

Furthermore, if construction projects are not completed according to specification, the Company may incur liabilities and suffer reduced plant efficiency, higher operating costs and reduced net income.

If customers terminate or

NRG's retail, Home and smart home businesses access and store sensitive customer data.

Additionally, NRG relies on vendors and service providers, such as call centers, that may require access to sensitive data, which increase the risk of data breaches through third-party action or errors.

Additionally, the rapid advancement and integration of AI and machine learning technologies present new and evolving risks.

These technologies can be exploited by malicious actors to enhance the sophistication and scale of cyberattacks, making it more challenging to detect and mitigate such threats.

The Company’s growing use of AI systems in its operations, services and products poses inherent risks, which may cause operational and reputational harm.

The Company has incorporated and intends to continue to incorporate AI technologies, such as GenAI, in its operations.

services and products.

Because GenAI is an emerging technology, ineffective or inadequate AI development, governance, or deployment practices by NRG or third-party vendors could result in unintended consequences, and the desired efficiencies and other intended benefits could fail to materialize.

Due to its non-deterministic nature, GenAI technologies can create accuracy

issues, unintended biases and discriminatory outcomes, or may create content that appears correct but is actually inaccurate or flawed.

Risks Related to the Acquisition of Vivint Smart Home

The acquisition of Vivint Smart Home may not achieve its intended results and its integration may disrupt or have a negative impact on the Company’s business.

Achieving the anticipated cost savings and operating efficiencies from the acquisition of Vivint Smart Home is subject to risks, including whether the businesses of NRG and Vivint Smart Home are integrated in an efficient and effective manner.

These risks include, but are not limited to:

- the difficulty of managing and integrating Vivint Smart Home and its operations;

- difficulties in implementing and maintaining uniform processes, systems, standards, controls, procedures, practices, policies and compensation standards;

- unanticipated issues in integrating information technology, communications, and other systems;

- the possibility of faulty assumptions underlying expectations regarding the integration process;

- the potential difficulty in managing an increased number of locations and employees;

- difficulty addressing any possible differences in corporate cultures and management philosophies; and

- the effect of any government regulations which relate to the business acquired.

Many of these factors are outside of the Company’s control.

Failure to address these risks effectively could result in increased costs, lower-than-expected revenues or income generated by the combined company and diversion of management's time and energy and could have an adverse effect on the Company's business, financial results and prospects.

- economic and political conditions;

Further, in low natural gas price environments, natural gas can be the more cost-competitive fuel compared to coal for generating electricity.

The Company enters into guaranteed supply contracts to provide for the amount of coal needed to operate its base load coal-fired generating facilities.

The Company may experience periods where it holds excess amounts of coal if fuel

pricing results in the Company reducing or idling coal-fired generating facilities.

In addition, the Company may incur costs to terminate supply contracts for coal in excess of its generating requirements.

Furthermore, NRG may face competition from other energy service providers, other

all, to match a rise in fuel or delivery costs.

confidentiality, availability and integrity of restricted data, access retail customer information and limit communication with third parties, which could have a material adverse effect on the Company.

NRG's retail, Home, Services and Smart Home businesses may need to provide sensitive customer data to vendors and service providers who require access to this information in order to provide services, such as call center operations, to such businesses.

Company's business.

The Company also cannot predict

infringement claims or the quality of the code.

purposes of the FPA.

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

The Company is also

programs and for the assessor to provide a report to the FTC staff on ongoing compliance with the settlement.

- Business uncertainties related to NRG's ability to integrate the operations of Vivint Smart Home with its own;

- Results of operations for the years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] including an explanation of significant differences between the periods in the specific line items of NRG's Consolidated Statements of Operations;

As you read this discussion and analysis, refer to NRG's Consolidated Statements of Operations in this [added: Annual Report on] Form 10-K, which present the results of the Company's operations for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and also refer to Item 1 — Business to this [added: Annual Report on] Form 10-K for more detail discussion about the Company's business.

A discussion and analysis of fiscal year [removed: 2021] [added: 2022] may be found in Part II, Item 7 *—* Management's Discussion and Analysis of Financial Condition and Results of Operations of the Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022.][added: 2023, filed with the SEC on February 28, 2024, and is not materially impacted by the adjustments noted above.]

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

The Company has a customer base that includes approximately 8 million residential [removed: consumers] [added: customers (comprised of 6 million retail energy customers and 2 million smart home customers)] in addition to commercial, industrial, and wholesale customers, supported by approximately 13 GW of generation as of December 31, [removed: 2023.][added: 2024.]

The industry dynamics and external influences affecting the Company, its businesses, and the retail energy and power generation industry in [removed: 2023] [added: 2024] and for the future medium term include:

Natural gas prices are driven by variables including demand from the industrial, residential, and electric sectors, productivity across natural gas supply basins, costs of natural gas production, changes in pipeline infrastructure, global [removed: LNG] [added: liquified natural gas] demand, exports of natural gas, and the financial and hedging profile of natural gas customers and producers.

In [removed: 2023,] [added: 2024,] the average natural gas price at Henry Hub was [removed: $2.74] [added: $2.27] per MMBtu compared to [removed: $6.64] [added: $2.74] per MMBtu in [removed: 2022,] [added: 2023,] representing a decrease of [removed: 59%.][added: 17%.]

| | | | Year Ended December 31, | | | | | | | | | | | | [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | |

| Region | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change % | | |

| ERCOT - Houston(a) | | | $ | [removed: 74.32] [added: 32.05] | | | | | $ | [removed: 90.62] [added: 74.32] | | | | | [removed: (18)] [added: (57)] | | % |

| ERCOT - North(a) | | | [removed: 72.89] [added: 30.71] | | | | | | [removed: 78.34] [added: 72.89] | | | | | | [removed: (7)] [added: (58)] | | % |

| NY J/NYC(b) | | | [removed: 38.95] [added: 45.25] | | | | | | [removed: 93.58] [added: 38.95] | | | | | | [removed: (58)] [added: 16] | | % |

| NEPOOL(b) | | | [removed: 41.36] [added: 46.59] | | | | | | [removed: 92.42] [added: 41.36] | | | | | | [removed: (55)] [added: 13] | | % |

| COMED (PJM)(b) | | | [removed: 32.72] [added: 31.86] | | | | | | [removed: 71.86] [added: 32.72] | | | | | | [removed: (54)] [added: (3)] | | % |

| PJM West Hub(b) | | | [removed: 39.34] [added: 40.75] | | | | | | [removed: 83.48] [added: 39.34] | | | | | | [removed: (53)] [added: 4] | | % |

| CAISO - SP15(b) | | | [removed: 60.17] [added: 29.95] | | | | | | [removed: 87.67] [added: 60.17] | | | | | | [removed: (31)] [added: (50)] | | % |

| MISO - Louisiana Hub(b) | | | [removed: 33.64] [added: 30.26] | | | | | | [removed: 71.12] [added: 33.64] | | | | | | [removed: (53)] [added: (10)] | | % |

*Increased Awareness of, and Action to Combat, Climate Change* [removed: —Diverse] [added: — Diverse] groups of stakeholders, including investors, asset managers, financial institutions, non-government organizations, industry coalitions, individual companies, consumer groups and academic institutions, are increasingly engaged in efforts to limit global warming in the post-industrial era to 1.5 degrees Celsius.

According to ERCOT, [removed: 41%] [added: 43%] of [removed: 2023] [added: 2024] energy consumption in the ERCOT market was generated from carbon emission-free resources, with wind power contributing 24%.

[removed: Power providers are starting to engage with] customers who have transitioned to smart homes with new offerings, including but not limited to behind-the-meter demand [added: response, or virtual power plant products.]

Companies with large customer bases in competitive [removed: market places] [added: marketplaces] are poised to create [removed: further] [added: additional] engagement with [removed: their customer bases and help their] customers [added: to help] further integrate their smart home into their daily lives.

*Environmental Matters, Regulatory Matters and Legal Proceedings* — Details of environmental matters are presented in Item 15 — Note [removed: 25,] [added: 24,] *Environmental Matters*, to the Consolidated Financial Statements and Item 1 *—* Business, *Environmental Matters*.

Details of regulatory matters are presented in Item 15 — Note [removed: 24,] [added: 23,] *Regulatory Matters*, to the Consolidated Financial Statements and Item 1 *—* Business, *Regulatory Matters*.

Details of legal proceedings are presented in Item 15 — Note [removed: 23,] [added: 22,] *Commitments and Contingencies*, to the Consolidated Financial Statements.

The following significant events occurred during [removed: 2023] [added: 2024] and through the filing date, as further described within this Management's Discussion and Analysis and the Consolidated Financial Statements:

[removed: Vivint] [added: | Vivint] Smart Home [removed: Acquisition and related financings][added: acquisition costs | | | — | | | | | | 38 | | |]

[removed: On March 10, 2023, the Company completed] [added: | Increase due to] the acquisition of Vivint Smart [removed: Home.][added: Home in March 2023 | | | 36 | | |]

[removed: See] [added: For further discussion, see] Item 15 [removed: *—*] [added: -] Note [removed: 4, *Acquisitions and Dispositions*,] [added: 15, *Capital Structure*,] to the Consolidated Financial Statements for [removed: further] [added: additional] discussion.

[removed: On March 9, 2023,] [added: During] the [added: second quarter of 2024, the] Company [removed: issued $740] [added: repaid $600] million [removed: of] [added: in] aggregate principal amount of [removed: 7.000% senior secured first lien notes] [added: its 3.750% Senior Secured First Lien Notes] due [removed: 2033.][added: 2024.]

[removed: On November 1, 2023, the Company closed on the previously announced sale] [added: | Sale] of [removed: its] [added: the Company's] 44% equity interest in STP [removed: to Constellation.][added: | | | $ | — | | | | | $ | 1,236 | |]

Proceeds of [removed: $1.75 billion] [added: $500 million] were reduced by working capital and other adjustments of [removed: $96] [added: $20] million, resulting in net proceeds of [removed: $1.654 billion.][added: $480 million.]

[removed: On October 2, 2023, the Company closed on the sale] [added: | Sale] of [removed: its] [added: the Company's] 100% ownership in the Gregory natural gas generating facility [removed: in Texas for $102 million.][added: | | | — | | | | | | 82 | | |]

[removed: As of December 31, 2023,] NRG has entered into Renewable PPAs totaling approximately 1.9 GW with third-party project developers and other counterparties, of which [removed: approximately 1.1 GW] [added: all] are [removed: operational.][added: operational as of December 31, 2024.]

The [added: remaining] average [removed: tenor] [added: tenure] of these agreements is [removed: eleven] [added: nine] years.

During the year ended December 31, [removed: 2023,] [added: 2024,] the Company completed [removed: $1.2 billion of share repurchases, including the $950 million ASR and $200] [added: $925] million of open market [removed: repurchases, under the $2.7 billion authorization.][added: share repurchases at an average price of $87.57 per share.]

See Item 15 [removed: -] [added: —] Note [removed: 16,] [added: 15,] *Capital [removed: Structure*, to the Consolidated Financial Statements] [added: Structure*] for additional discussion.

In the first quarter of [removed: 2023,] [added: 2024,] NRG increased the annual [removed: dividend on its] common stock [added: dividend] to [removed: $1.51] [added: $1.63] from [removed: $1.40] [added: $1.51] per share, representing an 8% increase from [removed: 2022.][added: 2023.]

Beginning in the first quarter of [removed: 2024,] [added: 2025,] NRG increased the annual [added: common stock] dividend by 8% to [removed: $1.63] [added: $1.76] per share.

The Company expects to target an annual [added: common stock] dividend growth rate of 7-9% per share in subsequent years.

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

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

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

Amounts for prior years were adjusted for comparative purposes.

See Item 15 — Note 2 , *Summary of Significant Accounting Policies* for further detail.

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

The Company has elected to omit discussion of the earliest of the three years covered by the consolidated financial statements presented.

The following discussion and analysis also contains forward-looking statements, including, without limitation, statements relating to NRG’s plans, strategies, objectives, expectations, intentions, and resources.

Such forward-looking statements should be read in conjunction with the disclosures under Item 1A — *Risk Factors* of this Annual Report on Form 10-K.

Coal commodity prices remained relatively flat in 2024.

*Load Growth —* The electric industry is expected to experience a surge in demand driven primarily by new manufacturing, industrial and data center facilities (inclusive of GenAI).

The U.S. Energy Information Administration's 2023 Annual Energy Outlook, combined with external forecasts of GenAI, shows the potential for 500 TWh of incremental load across the U.S. through 2030, as compared to 2023.

ERCOT's current long term load forecast shows peak demand increasing from 86 GW in 2024 to 137 GW in 2028.

This load growth will require significant planning and construction of new generation and transmission.

Power providers are starting to engage with

On September 16, 2024, the Company closed on the sale of its 100% ownership in the Airtron business unit.

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

In October 2024, the Board of Directors authorized an additional $1.0 billion for share repurchases as part of the existing share repurchase authorization, for a total of $3.7 billion.

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

On April 16, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Eighth Amendment to the Second Amended and Restated Credit Agreement (the “Eighth Amendment”) with, among others, Citicorp North America, Inc., as administrative agent (the “Agent”) and as collateral agent, and certain financial institutions, as lenders, which amended the Company’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), in order to (i) establish a new Term Loan Facility with borrowings of $875 million in aggregate principal amount (the “Existing Term Loan B Facility” and the loans thereunder, the “Existing Term Loans”) and (ii) make certain other modifications to the Credit Agreement as set forth therein.

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

On April 22, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Ninth Amendment to the Second Amended and Restated Credit Agreement (the “Ninth Amendment”) to the Credit Agreement to its Revolving Credit Facility to extend the maturity date of a portion of the revolving commitments thereunder to February 14, 2028.

During the year ended December 31, 2024, the Company repurchased $343 million in aggregate principal amount of its Convertible Senior Notes, for $603 million, which included the payment of $3 million of accrued interest, using cash on hand and a portion of the proceeds from the Existing Term Loans.

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

For further discussion, see Item 15 — Note 12, *Long-term Debt and Finance Leases.*

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

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

For further discussion, see Item 15 — Note 12, *Long-term Debt and Finance Leases.*

*Debt Refinancing Transactions*

In the fourth quarter of 2024, the Company entered into the following debt transactions:

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| Sources | | | | | | | | | | | | Uses | | | | | | | | |

| Issuance by NRG of 6.000% Senior Notes due 2033 | | | | | | $925 million | | | | | | Repayment of the Vivint Senior Secured Term Loan B | | | | | | $1.310 billion | | |

| Issuance by NRG of 6.250% Senior Notes due 2034 | | | | | | $950 million | | | | | | Cash tender offer for Vivint 6.750% Senior Secured Notes due 2027(a) | | | | | | $600 million | | |

| Exchange offer for New NRG 5.750% Senior Notes due 2029 | | | | | | $798 million | | | | | | Exchange offer for Vivint 5.750% Senior Notes due 2029(b) | | | | | | $798 million | | |

| Incremental Term Loan B issued by NRG | | | | | | $450 million | | | | | | Repayment of NRG 6.625% Senior Notes due 2027 | | | | | | $375 million | | |

| | | | | | | | | | | | | Transactions fees, expenses and premiums | | | | | | $40 million | | |

| Total | | | | | | $3.123 billion | | | | | | Total | | | | | | $3.123 billion | | |

(a)On October 15, 2024, APX Group, Inc. launched the Cash Tender Offer for the Vivint 6.750% Senior Secured Notes due 2027 and on October 30, 2024, delivered a notice of redemption with respect to the $11 million of the Vivint 6.750% Senior Secured Notes due 2027 that remained outstanding

NRG Energy, Inc., or NRG or the Company, sits at the intersection of energy and home services.

Coal commodity prices decreased slightly in 2023.

For the year ended December 31, 2023, as compared to the same period in 2022, Texas, East and West average on-peak power prices decreased as a result of lower natural gas prices.

The Company was an early supporter of the Task Force on Climate-related Financial Disclosures ("TCFD") recommendations after they were issued in 2017, published a TCFD mapping disclosure in December 2020 and issued a stand-alone TCFD report in December 2021.

The U.S. Inflation Reduction Act, signed into law in August 2022, is intended to further support the deployment of lower carbon energy technologies.

As costs associated with the development of lower carbon infrastructure, such as wind and solar generating facilities, continue to evolve and impact the development of lower carbon infrastructure in the markets where the Company participates, it may impact the ability of the Company's generating facilities to participate in those markets.

response, or virtual power plant products.

The Company paid $12 per share, or $2.6 billion in cash.

On March 9, 2023, the Company issued 650,000 shares of 10.25% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock.

The proceeds, net of issuance costs, of $635 million were used to partially fund the Vivint Smart Home acquisition.

The net proceeds of $724 million, net of issuance costs, were used to partially fund the Vivint Smart Home acquisition.

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

NRG recognized a gain on the sale of $199 million.

As part of the transaction, NRG entered into an agreement to lease the land back for the purpose of operating the Astoria gas turbines.

Decommissioning was completed in December 2023 and the lease agreement has been terminated.

In May 2022, W.A. Parish Unit 8 came offline as a result of damage to the steam turbine/generator.

The extended forced outage ended in September 2023 and the unit has returned to service.

During the second quarter of 2022, the Company announced the planned retirement of the Joliet generating facility in 2023.

On September 1, 2023, the Joliet generating facility fully retired.

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

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

On November 6, 2023, the Company executed Accelerated Share Repurchase agreements to repurchase a total of $950 million of NRG's outstanding common stock.

Under the ASR, the Company paid a total of $950 million and will receive shares of NRG's common stock on specified settlement dates.

During 2023, the Company reduced its debt by $900 million using funds from cash from operations.

Additionally, the Company redeemed $620 million in aggregate principal amount of its 3.875% Senior Notes, due 2032, for $502 million using a portion of the proceeds from the sale of STP.

The Company intends to spend approximately $500 million reducing debt during 2024 to maintain its targeted credit metrics.

The Company intends to fund the debt reduction from cash from operations.

| Operations and maintenance | | | 1,397 | | | | | | 1,352 | | | | | | (45) | | |

than the GAAP information provided elsewhere in this report.

| Depreciation and amortization | | | (294) | | | | | | (116) | | | | | | (95) | | | | | | | | | | | | (586) | | | | | | (36) | | | | | | (1,127) | | |

| Gross margin | | | $ | 3,438 | | | | | $ | (903) | | | | | $ | (347) | | | | | | | | | | | $ | 810 | | | | | $ | (41) | | | | | $ | 2,957 | |

| Less: Depreciation and amortization | | | (294) | | | | | | (116) | | | | | | (95) | | | | | | | | | | | | (586) | | | | | | (36) | | | | | | (1,127) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Retail revenue | | | $ | 9,617 | | | | | $ | 15,856 | | | | | $ | 4,250 | | | | | | | | | | | $ | (1) | | | | | $ | 29,722 | |

| Energy revenue | | | 111 | | | | | | 641 | | | | | | 466 | | | | | | | | | | | | 32 | | | | | | 1,250 | | |

| Capacity revenue | | | — | | | | | | 232 | | | | | | 40 | | | | | | | | | | | | — | | | | | | 272 | | |

| Other revenue(a) | | | 327 | | | | | | 104 | | | | | | 5 | | | | | | | | | | | | (15) | | | | | | 421 | | |

| Total revenue | | | 10,057 | | | | | | 16,763 | | | | | | 4,706 | | | | | | | | | | | | 17 | | | | | | 31,543 | | |

| Cost of fuel | | | (1,213) | | | | | | (376) | | | | | | (330) | | | | | | | | | | | | — | | | | | | (1,919) | | |

- Reduce exposure to the volatility of cash market [removed: prices,] [added: prices;] and

The following table summarizes average, maximum and minimum VaR for NRG's commodity portfolio, calculated using the VaR model for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| (In millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| VaR as of December 31, | | | $ | [removed: 51] [added: 71] | | | | | $ | [removed: 74] [added: 51] | |

| Average | | | $ | [removed: 62] [added: 61] | | | | | $ | [removed: 51] [added: 62] | |

| Maximum | | | [removed: 82] [added: 75] | | | | | | [removed: 86] [added: 82] | | |

| Minimum | | | [removed: 41] [added: 50] | | | | | | [removed: 26] [added: 41] | | |

The VaR for the derivative financial instruments calculated using the diversified VaR model for the entire term of these instruments entered into for both asset management and trading was [removed: $185] [added: $142] million as of December 31, [removed: 2023,] [added: 2024,] primarily driven by asset-backed transactions.

See [added: Item 15 —] Note 6, *Accounting for Derivative Instruments and Hedging Activities*, to this [added: Annual Report on] Form 10-K for discussion regarding credit risk contingent features.

The Company seeks to mitigate counterparty risk by having a diversified [removed: portfolio of counterparties.]

As of December 31, [removed: 2023,] [added: 2024,] counterparty credit exposure, excluding credit exposure from RTOs, ISOs, registered commodity exchanges and certain long-term agreements, was [removed: $1.6] [added: $1.7] billion, of which the Company held collateral (cash and letters of credit) against those positions of [removed: $426] [added: $288] million resulting in a net exposure of [removed: $1.2] [added: $1.5] billion.

Approximately [removed: 63%] [added: 69%] of the Company's exposure before collateral is expected to roll off by the end of [removed: 2025.][added: 2026.]

As of December 31, [removed: 2023,] [added: 2024,] the aggregate credit exposure is shown net of collateral held, and includes amounts net of receivables or payables.

| Utilities, energy merchants, marketers and other | | | [removed: 80] [added: 74] | | % |

| Financial institutions | | | [removed: 20] [added: 26] | | |

| Investment grade | | | [removed: 44] [added: 55] | | % |

| Non-Investment grade/Non-Rated | | | [removed: 56] [added: 45] | | |

The Company [removed: has] [added: had no] exposure to [removed: one] wholesale [removed: counterparty] [added: counterparties] in excess of 10% of the total net exposure discussed above as of December 31, [removed: 2023.][added: 2024.]

Based on these valuation techniques, as of December 31, [removed: 2023,] [added: 2024,] aggregate credit risk exposure managed by NRG to these counterparties was approximately [removed: $882] [added: $868] million for the next five years.

[removed: The Company manages retail] credit risk through the use of established credit policies, which include monitoring of the portfolio and the use of credit mitigation measures such as deposits or prepayment arrangements.

As of December 31, [removed: 2023,] [added: 2024,] the Company's retail customer credit exposure to Home and Business customers was diversified across many customers and various industries, as well as government entities.

The Company's provision for credit losses resulting from credit risk was [removed: $251] [added: $314] million, [removed: $11] [added: $251] million and [removed: $698] [added: $11] million for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Based on a sensitivity analysis for power and gas positions under marginable contracts as of December 31, [removed: 2023,] [added: 2024,] a $0.50 per MMBtu decrease in natural gas prices across the term of the marginable contracts would cause an increase in margin collateral posted of approximately [removed: $1.5] [added: $1.1] billion and a 1.00 MMBtu/MWh decrease in heat rates for heat rate positions would result in an increase in margin collateral posted of approximately [removed: $350] [added: $359] million.

This analysis uses simplified assumptions and is calculated based on portfolio composition and margin-related contract provisions as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] the Company's debt fair value was [removed: $10.6] [added: $10.8] billion and carrying value was [removed: $10.8] [added: $10.9] billion.

NRG estimates that a 1% decrease in market interest rates would have increased the fair value of the Company's long-term debt by [removed: $602] [added: $465] million.

As of December 31, [removed: 2023,] [added: 2024,] NRG is exposed to changes in foreign currency primarily associated with the purchase of U.S. dollar denominated natural gas for its Canadian business and entered into foreign exchange contracts with a notional amount of [removed: $548] [added: $410] million.

A hypothetical 10% appreciation in major currencies relative to the U.S. dollar as of December 31, [removed: 2023,] [added: 2024,] would have resulted in a decrease of [removed: $36] [added: $3] million to net income within the Consolidated Statement of Operations.

portfolio of counterparties.

The Company manages retail

In November 2024, the Company entered into $700 million of interest rate swaps through 2029 to hedge the floating rate on the Term Loans.

During the year ended December 31, 2021, the provision for credit losses included $596 million of expenses due to the impacts of Winter Storm Uri.

In the first quarter of 2023, the Company entered into $1.0 billion of interest rate swaps through 2027 to hedge the floating rate on the Term Loan acquired with the Vivint Smart Home acquisition.

Additionally, in the first quarter of 2023, the Company had entered into interest rate swaps to hedge the floating rate on the Revolving Credit Facility extending through 2024, which was fully terminated in conjunction with the pay down of the Revolving Credit Facility.

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

The Company has a customer base that includes approximately 8 million residential [removed: consumers] [added: customers (comprised of 6 million retail energy customers and 2 million smart home customers)] in addition to commercial, industrial, and wholesale customers, supported by approximately 13 GW of generation as of December 31, [removed: 2023.][added: 2024.]

NRG sold [removed: 152] [added: 154] TWhs of electricity and [removed: 1,892] [added: 1,833] MMDth of natural gas in [removed: 2023,] [added: 2024,] making it one of the largest competitive energy retailers in the U.S. As of the end of [removed: 2023,] [added: 2024,] NRG had recurring electricity and/or natural gas sales in 25 U.S. states, the District of Columbia, and 8 provinces in Canada, [removed: as well as] [added: and] Vivint [added: Smart Home] served customers in all 50 U.S. states.

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

[removed: ][added: ]

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

Sustainability is a philosophy that underpins [added: NRG’s strategy] and facilitates value creation across NRG's [removed: business for its stakeholders.][added: business.]

To effectuate the Company’s strategy, NRG is focused on: (i) serving the energy needs of end-use residential, commercial and industrial, and wholesale counterparties in competitive markets and optimizing on additional revenue opportunities through its multiple brands and channels; (ii) offering a variety of energy products and [removed: services, including renewable energy solutions and] smart home products and services that are differentiated by innovative features, premium service, integrated platforms, sustainability and loyalty/affinity programs; (iii) excellence in operating performance of its assets; (iv) achieving the optimal mix of supply to serve its customer load requirements through a diversified supply strategy; and (v) engaging in disciplined and transparent capital allocation.

NRG manages its electricity and natural gas operations based on the combined results of the [removed: retail and] [added: retail,] wholesale [added: and] generation businesses with a geographical focus.

- West/Services/Other, which primarily includes the following assets and activities: (i) all activity related to customer, plant and market operations in the West and Canada, [added: and] (ii) [removed: the Services businesses, (iii)] activity related to the Cottonwood facility and other investments;

Home customers typically contract for terms ranging from one month to five years, while Business [removed: contracts are often between] [added: customers typically contract for terms ranging from] one year [removed: and] [added: to] five years in [removed: length.][added: length and extended contractual terms are available.]

Customer Operations [added: primarily] comprises [removed: three] [added: two] end-use customer facing teams: NRG Home, which serves residential customers, [added: and] NRG Business, which serves business [removed: customers, and NRG Services, which primarily includes the Services businesses.][added: customers.]

NRG sells a variety of products to residential and small commercial customers, [added: in a wide variety of sales channels,] including retail electricity and energy management, natural gas, line and surge protection [removed: products, HVAC installation, repair] [added: products] and [removed: maintenance,] home protection products, [removed: carbon offsets, back-up power stations, portable power, portable solar] [added: repair] and [removed: portable lighting.][added: maintenance, and carbon offsets.]

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

NRG's brands are recognized for exemplary customer service, innovative smart energy and [removed: technology product offerings, and] environmentally-friendly solutions.

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

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

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

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

*Coal* [removed: —NRG] [added: — NRG] actively manages its coal requirements based on forecasted generation, market volatility and its inventory on site.

The Company believes it is adequately hedged, using forward coal supply agreements, for its domestic coal consumption for [removed: 2024.][added: 2025.]

As of December 31, [removed: 2023,] [added: 2024,] NRG had purchased forward contracts to provide fuel for the Company's expected requirements for [removed: 2024.][added: 2025.]

For the domestic fleet, NRG purchased approximately 13 million tons of coal in [removed: 2023, almost] [added: 2024,] all of which was Powder River Basin coal.

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

[removed: As of December 31, 2023,] NRG has entered into Renewable PPAs totaling approximately 1.9 GW with third-party project developers and other counterparties, of which [removed: approximately 1.1 GW] [added: all] are [removed: operational.][added: operational as of December 31, 2024.]

The [added: remaining] average tenure of these agreements is [removed: eleven] [added: nine] years.

[removed: The] [added: As of December 31, 2024, the] Company owns and leases a diversified wholesale generation portfolio with approximately 13 GW of fossil fuel, and renewable generation capacity at [removed: 19 plants as of December 31, 2023.][added: 18 plants.]

The following table summarizes NRG's generation portfolio as of December 31, [removed: 2023:][added: 2024:]

| Natural gas | | | | | | 4,353 | | | | | | 80 | | | | | | [removed: 1,279] [added: 1,252] | | | | | | | | | | | | [removed: 5,712] [added: 5,685] | | |

| Utility Scale Solar | | | | | | — | | | | | | — | | | | | | [removed: 216] [added: 214] | | | | | | | | | | | | [removed: 216] [added: 214] | | |

| Total generation capacity | | | | | | [removed: 8,529] [added: 8,527] | | | | | | 2,483 | | | | | | [removed: 2,100] [added: 2,071] | | | | | | | | | | | | [removed: 13,112] [added: 13,081] | | |

(b)Includes proportionate share of equity owned investments [added: and the Cottonwood lease]

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

NRG operates and maintains its generation portfolio, as well as approximately [removed: 6,500] [added: 6,200] MW of additional coal, natural gas and wind generation capacity at [removed: 15] [added: 13] plants operated on behalf of third [removed: parties,] [added: parties] as of December 31, [removed: 2023,] [added: 2024] using prudent industry practices for the safe, reliable and economic generation of electricity in compliance with all local, state and federal requirements.

NRG uses [removed: best-in-class] [added: industry leading] maintenance practices for preventive, [removed: predictive,] [added: predictive] and corrective maintenance planning.

In addition, the Company manages its long-term [removed: contracts, PPAs,] [added: contracts] and real estate holdings and provides [removed: third-party asset] management services.

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

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

[removed: In March 2023, NRG completed the acquisition of] Vivint Smart [removed: Home, which] [added: Home] is a leading smart home platform that provides [removed: subscribers] [added: customers] with technology, products and services to create a smarter, greener, safer home.

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

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

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

These projects include a new 415 MW peaker plant at its T.H. Wharton generating station in Texas, which is scheduled to be operational in 2026 and a new 689 MW combined cycle generating facility at its Cedar Bayou generating station in Texas, which is scheduled to be operational in 2028.

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

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

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

Vivint Smart Home provides a customized

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

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

| Texas | | | 8,527 | | | | | | 23,350 | | | | | | 70.8 | | % | | | | 11,337 | | | | | | 30.1 | | % |

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

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

| | | | | | | | | | | | | | | | | | |

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

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

In the West region of the U.S., NRG is an LSE and sells electricity at retail in California’s Direct Access marketplace, as well as through community choice aggregations in the state.

Additionally, NRG sells natural gas as both a retail supplier and wholesaler principally in California.

Likewise, certain NRG entities participating in the retail markets are subject to rules and regulations established by the states and provinces in which NRG entities are licensed to sell at retail.

State and Provincial Energy Regulation

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

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

The legislation imposes a price cap on residential contracts tied to a trailing 12-month historical average of utility rates, with only a limited exception for renewable power products.

Renewable products must now have their price pre-approved by the Maryland Public Service Commission and source their renewable electricity certificates from within the PJM region.

The law also requires that any variable-price contract not contain a change in price more than once a year, except time-of-use contracts, and limits contract terms to 12 months.

It requires affirmative consent for the renewal of customer contracts for renewable power products.

The law also imposes licensing requirements on energy salespeople.

The law states that it does not impair existing contracts.

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

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

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

The appeal is pending.

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

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

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

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

*ERCOT/PUCT*

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

NRG Energy, Inc., or NRG or the Company, sits at the intersection of energy and home services.

The following chart represents NRG's sales volumes for the year ended December 31, 2023:

It is an integral piece of NRG's strategy and ties directly to business success, reduced risks and enhanced reputation.

The following transactions were completed during 2023 in furtherance of the Company’s strategy: (i) the March 10, 2023 acquisition of Vivint Smart Home, a leading smart home platform company; (ii) portfolio optimization, including the sale of the Company’s 44% equity interest in STP for $1.7 billion; and (iii) disciplined capital allocation through the execution of $1.2 billion in share repurchases and $1.4 billion in debt reduction.

and specialty services, backup generation, storage and distributed solar, demand response, and energy efficiency and advisory services.

| Battery Storage | | | | | | 2 | | | | | | — | | | | | | — | | | | | | | | | | | | 2 | | |

construction, coal to gas conversions, grid scale energy storage development, grid scale renewable construction, and asset demolition, remediation and reclamation work.

The average subscriber on Vivint Smart Home's cloud-based home platform engages with the smart home app approximately 16 times per day and has approximately 15 devices in its home.

Through the addition of Vivint Smart Home, NRG identified opportunities to improve gross margin, customer retention and customer lifetime value.

| (a) Includes Services customers | | | | | | | | | | | | | | | | | |

| (c) Includes 135 thousand whole home warranty customers as of December 31, 2021. The whole home warranty business was sold in January 2022 | | | | | | | | | | | | | | | | | |

| Texas | | | 10,027 | | | | | | 37,275 | | | | | | 69.5 | | % | | | | 10,733 | | | | | | 41.8 | | % |

| East | | | 4,285 | | | | | | 7,282 | | | | | | 78.1 | | % | | | | 11,959 | | | | | | 17.3 | | % |

| West/Services/Other | | | 1,172 | | | | | | 6,676 | | | | | | 84.5 | | % | | | | 7,442 | | | | | | 64.9 | | % |

(b)Includes gas generation of 855 thousand MWh and oil generation of 199 thousand MWh for the year ended December 31, 2021, that was sold to Generation Bridge on December 1, 2021

(c)Includes gas generation of 2,445 thousand MWh for the year ended December 31, 2021, that was sold to Generation Bridge on December 1, 2021

*Texas*

These power markets are subject to ongoing legislative and regulatory changes that may impact NRG's wholesale and retail operations.

The PUCT has initiated a rulemaking proceeding to establish the process by which the Texas Energy fund loan proceeds will be distributed.

A final rule creating the general structure of the loan program is expected to be adopted in March 2024.

*Operating Reserve Demand Curve ("ORDC")* — On August 3, 2023, the PUCT approved implementation of an enhancement to the ORDC as a bridge solution that was recommended by the ERCOT Technical Advisory Committee and the ERCOT board of directors.

The ORDC enhancement will install price floors of $10 and $20 at reserve levels of 7,000 MW and 6,500 MW or below, respectively.

ERCOT completed implementation on November 1, 2023.

*Ruling on Pricing during Winter Storm Uri* — On March 17, 2023, the Third Court of Appeals issued a ruling in Luminant Energy Co. v.

The Third Court reversed the PUCT's orders and remanded the case.

On March 23, 2023, the PUCT filed a petition for review to the Supreme Court of Texas seeking reversal of the Third Court's decision, which was granted on September 29, 2023.

The Court received briefing on the merits and oral arguments occurred on January 30, 2024.

The outcome of this appeal could potentially require a retroactive repricing of the ERCOT market prices during the subject time period.

*ERCOT Request for Proposals for Winter Capacity* — On October 2, 2023, ERCOT issued a Request for Proposals for Capacity ("RFP") for Winter 2023-2024.

Proposals were due in early November to provide capacity for the December 1, 2023 to February 29, 2024 period.

The RFP requirements were limited to demand response resources that have not participated in ERCOT or price responsive products.

Ultimately, ERCOT cancelled the procurement due to lack of participation by qualified participants.

The price of the auction cleared significantly lower as a result of the PJM Tariff change.

*Capacity Performance Penalties and Bonuses from Winter Storm Elliott* — PJM experienced approximately 23 hours of Capacity Performance events from December 23-24, 2022 across PJM's entire footprint.

The Company is subject to penalty and bonus payments related to the events.

On April 3, 2023, FERC approved PJM's request to allow Winter Storm Elliott penalty payments to be spread over 9 months (with interest) and allow future penalties to have a 9 month window to be satisfied without interest.

Multiple generators filed various complaints against PJM at FERC alleging that PJM violated its Tariff in, among other things, the manner in which it operated the system during Winter Storm Elliott and the resulting assessment of capacity performance penalties.

On June 5, 2023, FERC issued an order setting the various complaints for settlement.

A settlement in principle was filed with FERC on September 29, 2023 and was approved on December 19, 2023.

*PJM Base Residual Auction Revisions and Delay —* On April 11, 2023, PJM filed, and FERC subsequently approved, to delay the Base Residual Auctions for the 2025/2026 to 2028/2029 delivery years.

See Item 15 — Note [removed: 23,] [added: 22,] *Commitments and Contingencies*, to the Consolidated Financial Statements for discussion of the material legal proceedings to which NRG is a party.

| ☒ | | | | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, [removed: 2023.] [added: 2024.] | | |

As of the last business day of the most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliates was approximately [removed: $6,266,747,422] [added: $12,225,722,798] based on the closing sale price of [removed: $37.39] [added: $77.86] as reported on the New York Stock Exchange.

| Common Stock, par value $0.01 per share | | | | | | [removed: 208,021,012] [added: 198,068,576] | | |

Portions of the Registrant's definitive Proxy Statement relating to its [removed: 2024] [added: 2025] Annual Meeting of Stockholders

| | | | [GLOSSARY OF [removed: TERMS](#i0959bd7373bc4a449d4d275c0ec1dc43_10)] [added: TERMS](#i61f494066e64400eaecef59765ac89c0_10)] | | | [removed: [3](#i0959bd7373bc4a449d4d275c0ec1dc43_10)] [added: [3](#i61f494066e64400eaecef59765ac89c0_10)] | | |

| | | | [Item 1 — [removed: Business](#i0959bd7373bc4a449d4d275c0ec1dc43_16)] [added: Business](#i61f494066e64400eaecef59765ac89c0_16)] | | | [removed: [7](#i0959bd7373bc4a449d4d275c0ec1dc43_16)] [added: [7](#i61f494066e64400eaecef59765ac89c0_16)] | | |

| | | | [Item 1A — Risk [removed: Factors](#i0959bd7373bc4a449d4d275c0ec1dc43_19)] [added: Factors](#i61f494066e64400eaecef59765ac89c0_28)] | | | [removed: [23](#i0959bd7373bc4a449d4d275c0ec1dc43_19)] [added: [24](#i61f494066e64400eaecef59765ac89c0_28)] | | |

| | | | [Item 1B — Unresolved Staff [removed: Comments](#i0959bd7373bc4a449d4d275c0ec1dc43_22)] [added: Comments](#i61f494066e64400eaecef59765ac89c0_31)] | | | [removed: [38](#i0959bd7373bc4a449d4d275c0ec1dc43_22)] [added: [40](#i61f494066e64400eaecef59765ac89c0_31)] | | |

| | | | [Item 1C — [removed: Cybersecurity](#i0959bd7373bc4a449d4d275c0ec1dc43_2647)] [added: Cybersecurity](#i61f494066e64400eaecef59765ac89c0_34)] | | | [removed: [38](#i0959bd7373bc4a449d4d275c0ec1dc43_2647)] [added: [40](#i61f494066e64400eaecef59765ac89c0_34)] | | |

| | | | [Item 2 — [removed: Properties](#i0959bd7373bc4a449d4d275c0ec1dc43_25)] [added: Properties](#i61f494066e64400eaecef59765ac89c0_37)] | | | [removed: [40](#i0959bd7373bc4a449d4d275c0ec1dc43_25)] [added: [42](#i61f494066e64400eaecef59765ac89c0_37)] | | |

| | | | [Item 3 — Legal [removed: Proceedings](#i0959bd7373bc4a449d4d275c0ec1dc43_28)] [added: Proceedings](#i61f494066e64400eaecef59765ac89c0_40)] | | | [removed: [41](#i0959bd7373bc4a449d4d275c0ec1dc43_28)] [added: [43](#i61f494066e64400eaecef59765ac89c0_40)] | | |

| | | | [Item 4 — Mine Safety [removed: Disclosures](#i0959bd7373bc4a449d4d275c0ec1dc43_31)] [added: Disclosures](#i61f494066e64400eaecef59765ac89c0_43)] | | | [removed: [41](#i0959bd7373bc4a449d4d275c0ec1dc43_31)] [added: [43](#i61f494066e64400eaecef59765ac89c0_43)] | | |

| | | | [Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0959bd7373bc4a449d4d275c0ec1dc43_37)] [added: Securities](#i61f494066e64400eaecef59765ac89c0_49)] | | | [removed: [42](#i0959bd7373bc4a449d4d275c0ec1dc43_37)] [added: [44](#i61f494066e64400eaecef59765ac89c0_49)] | | |

| | | | [Item 6 — [removed: Reserved](#i0959bd7373bc4a449d4d275c0ec1dc43_40)] [added: Reserved](#i61f494066e64400eaecef59765ac89c0_52)] | | | [removed: [43](#i0959bd7373bc4a449d4d275c0ec1dc43_40)] [added: [45](#i61f494066e64400eaecef59765ac89c0_52)] | | |

| | | | [Item 7 — Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0959bd7373bc4a449d4d275c0ec1dc43_49)] [added: Operations](#i61f494066e64400eaecef59765ac89c0_61)] | | | [removed: [44](#i0959bd7373bc4a449d4d275c0ec1dc43_49)] [added: [46](#i61f494066e64400eaecef59765ac89c0_61)] | | |

| | | | [Item 7A — Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0959bd7373bc4a449d4d275c0ec1dc43_121)] [added: Risk](#i61f494066e64400eaecef59765ac89c0_133)] | | | [removed: [71](#i0959bd7373bc4a449d4d275c0ec1dc43_121)] [added: [77](#i61f494066e64400eaecef59765ac89c0_133)] | | |

| | | | [Item 8 — Financial Statements and Supplementary [removed: Data](#i0959bd7373bc4a449d4d275c0ec1dc43_124)] [added: Data](#i61f494066e64400eaecef59765ac89c0_136)] | | | [removed: [74](#i0959bd7373bc4a449d4d275c0ec1dc43_124)] [added: [79](#i61f494066e64400eaecef59765ac89c0_136)] | | |

| | | | [Item 9 — Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i0959bd7373bc4a449d4d275c0ec1dc43_127)] [added: Disclosure](#i61f494066e64400eaecef59765ac89c0_139)] | | | [removed: [74](#i0959bd7373bc4a449d4d275c0ec1dc43_127)] [added: [79](#i61f494066e64400eaecef59765ac89c0_139)] | | |

| | | | [Item 9A — Controls and [removed: Procedures](#i0959bd7373bc4a449d4d275c0ec1dc43_130)] [added: Procedures](#i61f494066e64400eaecef59765ac89c0_142)] | | | [removed: [75](#i0959bd7373bc4a449d4d275c0ec1dc43_130)] [added: [80](#i61f494066e64400eaecef59765ac89c0_142)] | | |

| | | | [Item 9B — Other [removed: Information](#i0959bd7373bc4a449d4d275c0ec1dc43_133)] [added: Information](#i61f494066e64400eaecef59765ac89c0_145)] | | | [removed: [77](#i0959bd7373bc4a449d4d275c0ec1dc43_133)] [added: [82](#i61f494066e64400eaecef59765ac89c0_145)] | | |

| | | | [Item 9C— Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0959bd7373bc4a449d4d275c0ec1dc43_136)] [added: Inspections](#i61f494066e64400eaecef59765ac89c0_151)] | | | [removed: [77](#i0959bd7373bc4a449d4d275c0ec1dc43_136)] [added: [82](#i61f494066e64400eaecef59765ac89c0_151)] | | |

| | | | [Item 10 — Directors, Executive Officers and Corporate [removed: Governance](#i0959bd7373bc4a449d4d275c0ec1dc43_142)] [added: Governance](#i61f494066e64400eaecef59765ac89c0_157)] | | | [removed: [78](#i0959bd7373bc4a449d4d275c0ec1dc43_142)] [added: [83](#i61f494066e64400eaecef59765ac89c0_157)] | | |

| | | | [Item 11 — Executive [removed: Compensation](#i0959bd7373bc4a449d4d275c0ec1dc43_145)] [added: Compensation](#i61f494066e64400eaecef59765ac89c0_160)] | | | [removed: [78](#i0959bd7373bc4a449d4d275c0ec1dc43_145)] [added: [83](#i61f494066e64400eaecef59765ac89c0_160)] | | |

| | | | [Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0959bd7373bc4a449d4d275c0ec1dc43_148)] [added: Matters](#i61f494066e64400eaecef59765ac89c0_163)] | | | [removed: [78](#i0959bd7373bc4a449d4d275c0ec1dc43_148)] [added: [83](#i61f494066e64400eaecef59765ac89c0_163)] | | |

| | | | [Item 13 — Certain Relationships and Related Transactions, and Director [removed: Independence](#i0959bd7373bc4a449d4d275c0ec1dc43_151)] [added: Independence](#i61f494066e64400eaecef59765ac89c0_166)] | | | [removed: [79](#i0959bd7373bc4a449d4d275c0ec1dc43_151)] [added: [84](#i61f494066e64400eaecef59765ac89c0_166)] | | |

| | | | [Item 14 — Principal Accounting Fees and [removed: Services](#i0959bd7373bc4a449d4d275c0ec1dc43_154)] [added: Services](#i61f494066e64400eaecef59765ac89c0_169)] | | | [removed: [79](#i0959bd7373bc4a449d4d275c0ec1dc43_154)] [added: [84](#i61f494066e64400eaecef59765ac89c0_169)] | | |

| | | | [Item 15 — Exhibits, Financial Statement [removed: Schedules](#i0959bd7373bc4a449d4d275c0ec1dc43_160)] [added: Schedules](#i61f494066e64400eaecef59765ac89c0_175)] | | | [removed: [80](#i0959bd7373bc4a449d4d275c0ec1dc43_160)] [added: [85](#i61f494066e64400eaecef59765ac89c0_175)] | | |

| ASR | | | | | | Accelerated Share [removed: Repurchases] [added: Repurchase] | | |

| Convertible Senior Notes | | | | | | As of December 31, [removed: 2023,] [added: 2024,] consists of NRG’s [removed: $575] [added: $232] million unsecured [removed: 2.75%] [added: 2.750%] Convertible Senior Notes due 2048 | | |

| Cottonwood | | | | | | Cottonwood Generating Station, a [removed: 1,166] [added: 1,139] MW natural gas-fueled plant | | |

| Ivanpah | | | | | | Ivanpah Solar Electric Generation Station, a [removed: 391] [added: 385] MW solar thermal power plant located in California's Mojave Desert in which NRG owns 54.5% interest | | |

| NRG LTIP | | | | | | NRG Energy, Inc. Amended and Restated Long-Term Incentive [removed: Plan] [added: Plan, as amended] | | |

| Receivables Facility | | | | | | NRG Receivables LLC, a bankruptcy remote, special purpose, wholly-owned indirect subsidiary of the Company's [removed: $1.4] [added: $2.3] billion accounts receivables securitization facility due [removed: 2024,] [added: 2025,] which was last amended on [removed: October 6, 2023] [added: June 21, 2024] | | |

| Repurchase Facility | | | | | | NRG's $150 million uncommitted repurchase facility related to the Receivables Facility due 2024, which was [removed: last amended] [added: terminated] on [removed: October 6, 2023] [added: June 21, 2024] | | |

| Revolving Credit Facility | | | | | | The Company's [removed: $4.3] [added: $4.2] billion revolving credit facility due [removed: 2028,] [added: 2029,] which was last [removed: modified] [added: amended] on [removed: March 13, 2023] [added: December 20, 2024] | | |

| Senior Notes | | | | | | As of December 31, [removed: 2023,] [added: 2024,] NRG's [removed: $4.0] [added: $6.2] billion outstanding unsecured senior notes consisting of [removed: $375 million of the 6.625% senior notes due 2027,] $821 million of [removed: 5.75%] [added: 5.750%] senior notes due 2028, $733 million of the [removed: 5.25%] [added: 5.250%] senior notes due 2029, $500 million of the 3.375% senior notes due 2029, [added: $798 million of the 5.750% senior notes due 2029,] $1.0 billion of the 3.625% senior notes due [removed: 2031 and] [added: 2031,] $480 million of the 3.875% senior notes due [removed: 2032] [added: 2032, $925 million of the 6.000% senior notes due 2033 and $950 million of the 6.250% senior notes due 2034] | | |

| Senior Secured First Lien Notes | | | | | | As of December 31, [removed: 2023,] [added: 2024,] NRG’s [removed: $3.2] [added: $2.6] billion outstanding Senior Secured First Lien Notes consists of [removed: $600 million of the 3.75% Senior Secured First Lien Notes due 2024,] $500 million of the [removed: 2.0%] [added: 2.000%] Senior Secured First Lien Notes due 2025, $900 million of the [removed: 2.45%] [added: 2.450%] Senior Secured First Lien Notes due 2027, $500 million of the [removed: 4.45%] [added: 4.450%] Senior Secured First Lien Notes due 2029 and $740 million of the 7.000% Senior Secured First Lien Notes due 2033 | | |

| Series A Preferred Stock | | | | | | As of December 31, [removed: 2023,] [added: 2024,] NRG's Series A Preferred Stock consists of 650,000 outstanding shares of the 10.25% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, with a $1,000 liquidation preference per share | | |

| STP | | | | | | South Texas Project — [added: a] nuclear generating facility located near Bay City, Texas in which NRG owned a 44% interest. NRG closed on the sale of its interest in STP on November 1, 2023 | | |

| TWh | | | | | | Terawatt [removed: Hours] [added: Hour] | | |

| Class | | | | | | Outstanding at January 31, 2025 | | |

| [PART I](#i61f494066e64400eaecef59765ac89c0_13) | | | | | | [7](#i61f494066e64400eaecef59765ac89c0_16) | | |

| [PART II](#i61f494066e64400eaecef59765ac89c0_46) | | | | | | [44](#i61f494066e64400eaecef59765ac89c0_46) | | |

| [PART III](#i61f494066e64400eaecef59765ac89c0_154) | | | | | | [83](#i61f494066e64400eaecef59765ac89c0_154) | | |

| [PART IV](#i61f494066e64400eaecef59765ac89c0_172) | | | | | | [85](#i61f494066e64400eaecef59765ac89c0_172) | | |

| [EXHIBIT INDEX](#i61f494066e64400eaecef59765ac89c0_298) | | | | | | [164](#i61f494066e64400eaecef59765ac89c0_298) | | |

| | | | [Item 16 — Form 10-K Summary](#i61f494066e64400eaecef59765ac89c0_301) | | | [169](#i61f494066e64400eaecef59765ac89c0_301) | | |

| CONE | | | | | | Cost of New Entry | | |

| ELG | | | | | | Effluent Limitations Guidelines which are EPA regulations issued under the federal Clean Water Act | | |

| PG&E | | | | | | PG&E Corporation (NYSE: PCG) and its primary operating subsidiary, Pacific Gas and Electric Company | | |

| Senior Credit Facility | | | | | | NRG's senior secured credit facility, comprised of the Revolving Credit Facility and the Term Loan B Facility | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Class | | | | | | Outstanding at February 1, 2024 | | |

| [PART I](#i0959bd7373bc4a449d4d275c0ec1dc43_13) | | | | | | [7](#i0959bd7373bc4a449d4d275c0ec1dc43_16) | | |

| [PART II](#i0959bd7373bc4a449d4d275c0ec1dc43_34) | | | | | | [42](#i0959bd7373bc4a449d4d275c0ec1dc43_34) | | |

| [PART III](#i0959bd7373bc4a449d4d275c0ec1dc43_139) | | | | | | [78](#i0959bd7373bc4a449d4d275c0ec1dc43_139) | | |

| [PART IV](#i0959bd7373bc4a449d4d275c0ec1dc43_157) | | | | | | [80](#i0959bd7373bc4a449d4d275c0ec1dc43_157) | | |

| [EXHIBIT INDEX](#i0959bd7373bc4a449d4d275c0ec1dc43_283) | | | | | | [163](#i0959bd7373bc4a449d4d275c0ec1dc43_283) | | |

| | | | [Item 16 — Form 10-K Summary](#i0959bd7373bc4a449d4d275c0ec1dc43_286) | | | [167](#i0959bd7373bc4a449d4d275c0ec1dc43_286) | | |

| CWA | | | | | | Clean Water Act | | |

| EGU | | | | | | Electric Generating Unit | | |

| ESP | | | | | | Electrostatic Precipitator | | |

| LaGen | | | | | | Louisiana Generating LLC | | |

| LIBOR | | | | | | London Inter-Bank Offered Rate | | |

| Net Capacity Factor | | | | | | The net amount of electricity that a generating unit produces over a period of time divided by the net amount of electricity it could have produced if it had run at full power over that time period. The net amount of electricity produced is the total amount of electricity generated minus the amount of electricity used during generation | | |

| ORDC | | | | | | Operating Reserve Demand Curve | | |

| ORDPA | | | | | | Online Reliability Deployment Price Adder | | |

| PCI DSS | | | | | | Payment Card Industry Data Security Standard | | |

| Petra Nova | | | | | | Petra Nova Parish Holdings, LLC | | |

| Services | | | | | | NRG Services, which primarily includes the services businesses acquired in the Direct Energy acquisition and the Goal Zero business | | |

As part of [removed: the] [added: its] cybersecurity [removed: strategy] [added: strategy,] the Company utilizes a range of industry and regulatory standards including, but not limited to, NERC-CIP, [removed: PCI DSS,] [added: Payment Card Industry Data Security Standard,] and IoT Security Assurance Framework.

Compliance with NERC-CIP standards is mandated for entities involved in power generation, transmission, and distribution by regulatory bodies [removed: to which the purpose of is to protect] [added: responsible for protecting] critical infrastructure within the United States.

NRG engages certified external assessors to ensure compliance with [added: these] standards.

The CIC provides the following functions to the Company: cyber governance, operations, detection and response, engineering, testing, cyber risk management (including [removed: third-party),] [added: third-party risks),] compliance, training and awareness, and reporting.

The systematic monitoring approach allows for risk classification and prioritization based on potential impacts, [removed: facilitating] [added: and facilitates] targeted resource allocation according to risk severity.

The Company engages third-party assessors to gain comprehensive insights into its cyber risk [removed: profile's composition.][added: profile.]

Furthermore, the Company has implemented additional control measures and procedures in business processes to enable continuous risk [removed: identification, assessment] [added: identification] and [added: assessment, and] to support monitoring mechanisms to oversee and manage supplier cybersecurity practices.

The Chief Information Security Officer ("CISO") is the head of cybersecurity for the Company and leads the [removed: NRG Cybersecurity Integration Center.][added: CIC.]

At least twice per year, the CISO provides comprehensive updates to the Board [added: of Directors] on cybersecurity and any recent developments impacting the Company.

In addition, the CISO regularly informs other members of senior management, including the [removed: Interim] President and CEO, of all aspects related to cybersecurity risks and incidents.

This is intended to ensure that the highest levels of management remain [added: updated on the cybersecurity risk preparedness and potential risks facing the Company.]

The FARM Committee regularly reports on its activities to the Board [added: of Directors] after each meeting.

The FARM Committee, as well as the overall [removed: Board,] [added: Board of Directors,] is composed of members with diverse expertise, including risk management, incident response and technology.

The Board [added: of Directors] is aware of the critical nature of managing risks associated with cybersecurity threats and has worked with the Company’s management to establish comprehensive oversight mechanisms to ensure effective cybersecurity governance.

The FARM Committee and the Board [added: of Directors] receive updates on any significant developments in the cybersecurity domain, seeking to ensure that the [removed: Board’s] [added: Board of Director’s] oversight is proactive and responsive.

The Board [added: of Directors] remains involved in ensuring that cybersecurity considerations are integrated into the Company’s broader strategic objectives.

Pursuant to the charter of the FARM Committee, the [added: FARM] Committee's responsibilities include an annual review of the Company’s cybersecurity program and the effectiveness of its risk management strategies.

As of December 31, 2024, the Company is not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to have a material affect on NRG’s business strategy, results of operations and financial condition.

Despite efforts to maintain processes which mitigate cybersecurity risks, there is no guarantee that such risks may not have a material affect on NRG’s business strategy, results of operations, and financial condition in the future.

For additional information on cybersecurity risks the Company may face, see Item 1A — Risk Factors – *“The operation of the Company's businesses is subject to advanced persistent cyber-based security threats and integrity risk.

Attacks on NRG's infrastructure that breach cyber/data security measures could expose the Company to significant liabilities, reputational damage, regulatory action, and disrupt business operations, which could have a material adverse effect”.*

Through December 31, 2023, no cybersecurity threats have been identified or are anticipated to have a material adverse effect on NRG’s business strategy, financial standing, or operational performance.

updated on the cybersecurity preparedness and potential risks facing the Company.

Listed below are descriptions of NRG's interests in facilities, operations and/or projects owned or leased as of December 31, [removed: 2023.][added: 2024.]

Net MW capacity is adjusted for the Company's owned or leased interest as of December 31, [removed: 2023.][added: 2024.]

| W.A. [removed: Parish(c)] [added: Parish] | | | | | | ERCOT | | | | | | Fossil | | | | | | Coal | | | | | | TX | | | | | | 2,514 | | | | | | 2,514 | | | | | | 100.0 | | | | | |

| Indian [removed: River(d)] [added: River(c)] | | | | | | PJM | | | | | | Fossil | | | | | | Coal | | | | | | DE | | | | | | 410 | | | | | | 410 | | | | | | 100.0 | | | | | |

| [removed: Powerton(e)] [added: Powerton(d)] | | | | | | PJM | | | | | | Fossil | | | | | | Coal | | | | | | IL | | | | | | 1,538 | | | | | | 1,538 | | | | | | 100.0 | | | | | |

| [removed: Vienna(f)] [added: Vienna] | | | | | | PJM | | | | | | Fossil | | | | | | Oil | | | | | | MD | | | | | | 167 | | | | | | 167 | | | | | | 100.0 | | | | | |

| Cottonwood | | | | | | MISO | | | | | | Fossil | | | | | | Natural Gas | | | | | | TX | | | | | | [removed: 1,166] [added: 1,139] | | | | | | [removed: 1,166] [added: 1,139] | | | | | | [removed: ___(g)] [added: ___(e)] | | | | | |

| [removed: Ivanpah] [added: Ivanpah(f)] | | | | | | CAISO | | | | | | Renewable | | | | | | Solar | | | | | | CA | | | | | | [removed: 391] [added: 385] | | | | | | [removed: 213] [added: 210] | | | | | | 54.5 | | | | | |

| Stadiums and Other | | | | | | | | | | | | Renewable | | | | | | Solar | | | | | | various | | | | | | [removed: 3] [added: 4] | | | | | | [removed: 3] [added: 4] | | | | | | 100.0 | | | | | |

| Total West/Services/Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3,399] [added: 3,367] | | | | | | [removed: 2,100] [added: 2,071] | | | | | | | | | | | |

(b)Actual [removed: capacity] [added: capacity, adjusted for ownership interest,] can vary depending on factors including weather conditions, operational conditions, and other factors.

[removed: (d)The] [added: (c)The] Company previously announced the shut down of the Indian River facility.

However, PJM identified reliability impacts resulting from the proposed deactivation and Indian River Unit 4 [removed: currently remains active under a RMR agreement that ends December 31, 2026][added: retired on February 23, 2025]

[removed: (e)Powerton] [added: (d)Powerton] is projected to close by December 31, 2028 to comply with ELG regulations

[removed: (g)NRG] [added: (e)NRG] leases 100% interests in the Cottonwood facility through a facility lease agreement expiring in May 2025 and operates the Cottonwood facility

NRG leases its operational and corporate headquarters in Houston, Texas, its financial and commercial corporate offices in Princeton, New Jersey, its smart home corporate offices in [removed: Provo,] [added: Provo and Lehi,] Utah, as well as its retail operations offices, smart home monitoring stations, call centers, warehouses and various other office space.

| Total Texas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,779 | | | | | | 8,527 | | | | | | | | | | | |

| Total Fleet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,629 | | | | | | 13,081 | | | | | | | | | | | |

(f)On January 17, 2025, PG&E filed an advice letter to the CPUC seeking approval of a termination agreement between the utility and Solar Partners II, LLC and Solar Partners VIII, LLC, which include NRG’s ownership interests.

If approved by the CPUC, this would result in the termination of PG&E’s PPAs with Ivanpah Units 1 and 3

| Elbow Creek | | | | | | ERCOT | | | | | | Other | | | | | | Battery Storage | | | | | | TX | | | | | | 2 | | | | | | 2 | | | | | | 100.0 | | | | | |

| Total Texas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,781 | | | | | | 8,529 | | | | | | | | | | | |

| Total Fleet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,663 | | | | | | 13,112 | | | | | | | | | | | |

(c)In May 2022, W.A. Parish Unit 8 came offline as a result of damage to the steam turbine/generator.

The extended forced outage ended in September 2023 and the unit has returned to service

(f)A retirement notice was filed with PJM that the Vienna facility will retire in June 2025

The following table summarizes the primary changes that occurred during 2023:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name of Facility | | | | | | Power Market | | | | | | Plant Type | | | | | | Primary Fuel | | | | | | Status | | | | | | Location | | | | | | Rated MW Capacity | | | | | | Net MW Capacity | | | | | | % Owned | | |

| Texas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gregory | | | | | | ERCOT | | | | | | Fossil | | | | | | Natural Gas | | | | | | Sold | | | | | | TX | | | | | | 365 | | | | | | 365 | | | | | | 100.0 | | % |

| South Texas Project | | | | | | ERCOT | | | | | | Nuclear | | | | | | Uranium | | | | | | Sold | | | | | | TX | | | | | | 2,572 | | | | | | 1,132 | | | | | | 44.0 | | % |

| East | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Astoria Turbines | | | | | | NYISO | | | | | | Fossil | | | | | | Natural Gas | | | | | | Retired | | | | | | NY | | | | | | 420 | | | | | | 420 | | | | | | 100.0 | | % |

| Joliet | | | | | | PJM | | | | | | Fossil | | | | | | Natural Gas | | | | | | Retired | | | | | | IL | | | | | | 1,381 | | | | | | 1,381 | | | | | | 100.0 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | 4,738 | | | | | | 3,298 | | | | | | | | |

Other Properties

For more information about the LTIPs, refer to Item 12 — S*ecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* and Item 15 — Note [removed: 21,] [added: 20,] *Stock-Based Compensation*, to the Consolidated Financial Statements*.*

As of [removed: February 1, 2024,] [added: January 31, 2025,] there were [removed: 15,102] [added: 14,339] common stockholders of record.

[removed: On June 22, 2023, the Company updated its] [added: The Company’s long-term] capital allocation [removed: framework, and plans, after debt reduction,] [added: framework targets] to return approximately 80% of excess cash to shareholders and invest 20% in growth [removed: initiatives.][added: initiatives, after debt reduction.]

Consistent with its capital allocation framework, [removed: in 2021, 2022 and 2023,] the Company [added: further] increased the annual dividend on its common stock [added: by 8%] to [removed: $1.30, $1.40 and $1.51] [added: $1.76] per [removed: share, respectively, representing an 8% increase each year.][added: common share beginning in the first quarter of 2025.]

The long-term capital allocation policy targets an annual dividend growth rate of 7-9% per [added: common] share.

[removed: On] [added: In] June [removed: 22,] 2023, [removed: as part of] the [removed: updated capital allocation framework, the] Company announced that the Board of Directors [removed: has] increased the share repurchase authorization of its common stock to $2.7 billion to be executed through 2025.

Through [removed: December] [added: January] 31, [removed: 2023,] [added: 2025,] the Company completed [removed: $1.2] [added: $2.2] billion of share repurchases under the [removed: $2.7] [added: $3.7] billion authorization.

For further information regarding share repurchases, see Item 15 — Note [removed: 16,] [added: 15,] *Capital Structure* in this [added: Annual Report on] Form 10-K.

The table below sets forth the information with respect to purchases made by or on behalf of NRG or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act) of NRG's common stock during the quarter ended December 31, [removed: 2023.][added: 2024:]

| For the three months ended December 31, [removed: 2023] [added: 2024] | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share(a) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(b) | | |

(a)The average price paid per share excludes excise taxes [added: owed] and commissions per share paid in connection with the open market share repurchases

(b)Includes commissions [removed: of $0.015 per share] paid in connection with the open market share repurchases

The performance graph below compares the cumulative total stockholder return on NRG's common stock for the period December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023,] [added: 2024,] with the cumulative total return of the Standard & Poor's 500 Composite Stock Price Index ("S&P 500") and the Philadelphia Utility Sector Index ("UTY").

The performance graph shown below is being furnished and compares each period assuming that $100 was invested on December 31, [removed: 2018,] [added: 2019,] in each of the common stock of NRG, the stocks included in the S&P 500 and the stocks included in the UTY, and that all dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | |

In 2024, the Company increased the annual dividend on its common stock to $1.63 per share, representing an 8% increase from 2023.

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

| (October 1, 2024 to October 31, 2024) | | | | | | 2,524,323 | | | | | | $ | 89.23 | | | | | 2,524,323 | | | | | | $ | 2,006 | |

| (November 1, 2024 to November 30, 2024) | | | | | | 1,612,869 | | | | | | $ | 94.94 | | | | | 1,612,869 | | | | | | $ | 1,853 | |

| (December 1, 2024 to December 31, 2024) | | | | | | 2,406,947 | | | | | | $ | 94.78 | | | | | 2,406,947 | | | | | | $ | 1,625 | |

| Total at December 31, 2024 | | | | | | 6,544,139 | | | | | | $ | 92.68 | | | | | 6,544,139 | | | | | | | | |

| NRG Energy, Inc. | | | $ | 100.00 | | | | | $ | 99.16 | | | | | $ | 117.55 | | | | | $ | 89.97 | | | | | $ | 152.25 | | | | | $ | 271.99 | |

| S&P 500 | | | 100.00 | | | | | | 118.76 | | | | | | 152.84 | | | | | | 125.16 | | | | | | 158.07 | | | | | | 197.61 | | |

| UTY | | | 100.00 | | | | | | 103.22 | | | | | | 122.05 | | | | | | 122.84 | | | | | | 111.58 | | | | | | 134.88 | | |

The Company further increased the annual dividend by 8% to $1.63 per share beginning in the first quarter of 2024.

| (October 1, 2023 to October 31, 2023 | | | | | | 3,732,657 | | | | | | $ | 40.17 | | | | | 3,732,657 | | | | | | $ | 2,500 | |

| (November 1, 2023 to November 30, 2023) | | | | | | 4,494,224 | | | | | | (c) | | | | | | 4,494,224 | | | | | | $ | 1,550 | |

| (December 1, 2023 to December 31, 2023) | | | | | | 13,181,918 | | | | | | (c) | | | | | | 13,181,918 | | | | | | $ | 1,550 | |

| Total at December 31, 2023 | | | | | | 21,408,799 | | | | | | | | | | | | 21,408,799 | | | | | | | | |

(c)Represents shares delivered under the November 6, 2023 ASR agreements.

The total number of shares delivered and the average price per share under the ASR agreements will be determined at the end of the ASR period which is expected to occur in March of 2024.

See Item 15—Note 16, *Capital Structure* for additional information on the ASR agreements

*Director and Officer Trading Arrangements*

The Company’s officers and directors are required to comply with the Company’s Securities Trading and Non-Disclosure Policy at all times, including during a share repurchase program.

The securities trading and non-disclosure policy, among other things, prohibits trading in the Company’s securities when in possession of material non-public information and restricts the ability of certain officers or directors from transacting in the Company’s securities during specific blackout periods, subject to certain limited exceptions, including transactions pursuant to a Rule 10b5-1 trading plan that complies with the conditions of Securities Exchange Act Rule 10b5-1.

The Company’s policy also requires officers and directors to obtain preclearance in advance of effecting any purchase, sale or other trading of Company stock.

See Item 9B — Other Information, for details of any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" by any director or officer of the Company during the three months ended December 31, 2023.

| NRG Energy, Inc. | | | $ | 100.00 | | | | | $ | 100.69 | | | | | $ | 98.53 | | | | | $ | 116.81 | | | | | $ | 89.40 | | | | | $ | 151.29 | |

| S&P 500 | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| UTY | | | 100.00 | | | | | | 126.82 | | | | | | 130.27 | | | | | | 154.04 | | | | | | 155.04 | | | | | | 140.83 | | |

The financial statements and schedules are included in Part IV, Item 15 of this [added: Annual Report on] Form 10-K.

Management's report on the Company's internal control over financial reporting and the report of the Company's independent registered public accounting firm are incorporated under the caption "Management's Report on Internal Control over Financial Reporting" and under the caption "Report of Independent Registered Public Accounting Firm" in this Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.][added: 2024.]

[removed: Other than the Vivint Smart Home acquisition, there] [added: There] were no changes in NRG’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred in the fourth quarter of [removed: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, NRG’s internal control over financial reporting.

Based on the Company's evaluation under the framework in *Internal Control — Integrated Framework (2013)*, the Company's management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in its report which is included in this Annual Report on Form 10-K.

We have audited NRG Energy, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission*.* In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: (loss)/income,] [added: income/(loss),] stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February [removed: 28, 2024] [added: 26, 2025] expressed an unqualified opinion on those consolidated financial statements.

February 26, 2025

During the year ended December 31, 2023, the Company completed its acquisition of Vivint Smart Home, Inc. As part of integration, the Company designed and implemented a control structure over Vivint Smart Home's operations.

On March 10, 2023, NRG acquired Vivint Smart Home, Inc., and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, Vivint Smart Home, Inc.'s internal control over financial reporting associated with total assets (excluding acquired goodwill and intangible assets) of 5% and total revenues of 5% included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023.

The Company acquired Vivint Smart Home, Inc. during 2023, and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, Vivint Smart Home, Inc.'s internal control over financial reporting associated with total assets (excluding acquired goodwill and intangible assets) of 5% and total revenues of 5% included in the consolidated financial statements of the Company as of and for the year ended December 31, 2023.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Vivint Smart Home, Inc.

February 28, 2024

During the three months ended December 31, [removed: 2023, the following directors] [added: 2024, no director] or [removed: officers] [added: officer] of the Company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement,' as each term is defined in Item 408(a) of Regulation [removed: S-K, as described in the table below:][added: S-K.]

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | Title | | | Date Adopted | | | Character of Trading Arrangement | | | Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement(a) | | | Duration | | | Date Terminated | | |

| Elizabeth Killinger | | | Executive Vice President | | | 12/15/2023 | | | Rule 10b5-1 Trading Arrangement | | | 65,583 shares to be Sold(b) | | | 3/15/2024-1/31/2025 | | | N/A | | |

| Rasesh Patel | | | Executive Vice President, Smart Home | | | 12/15/2023 | | | Rule 10b5-1 Trading Arrangement | | | Up to 73,638 shares to be Sold | | | 3/14/2024-11/01/2024 | | | N/A | | |

(a)Potential sales may be subject to certain price limitations set forth in the 10b5-1 plans and therefore actual number of shares sold could vary if certain minimum stock prices are not met

(b)Represents approximate number of shares to be sold based on outstanding awards expected to vest during the period, where any underlying performance share awards are being calculated at target.

Actual number of shares to be sold will depend on actual vesting, the number of shares withheld by NRG to satisfy tax withholding obligations and vesting of dividend equivalent rights

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders.

Other information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders.

Insider Trading Arrangements and Policies

The Company has adopted a Securities Trading and Non-Disclosure Policy (the “Insider Trading Policy”) governing the purchase, sale, and other dispositions of its securities by its directors, officers, employees, and other covered personnel.

It also follows procedures for the repurchase of its securities.

NRG believes that its Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company.

A copy of NRG’s Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders.

| Equity compensation plans approved by security holders | | | [removed: 2,997,640] [added: 2,852,917] | | | (1) | | | $ | — | | | | | [removed: 14,419,264] [added: 13,648,879] | | | | | |

| Equity compensation plans not approved by security holders | | | [removed: 3,970,872] [added: 2,877,137] | | | (2) | | | $ | — | | | | | [removed: 12,749,736] [added: 12,557,143] | | | | | |

(1)Consists of shares issuable under the NRG [removed: LTIP and the ESPP.][added: LTIP.]

On March 10, 2023, in connection with the Acquisition, NRG assumed the Vivint [removed: Smart Home, Inc. 2020 Omnibus Incentive Plan.][added: LTIP.]

While the Vivint [removed: Smart Home, Inc. 2020 Omnibus Incentive Plan] [added: LTIP] was previously approved by stockholders of Vivint Smart Home, Inc., the plan is listed as "not approved" because it was assumed as part of the Acquisition and not subject to approval by NRG stockholders.

See Note [removed: 21,] [added: 20,] *Stock-Based Compensation* for a discussion of the Vivint LTIP

(3)Consists of [removed: 7,717,139] [added: 7,188,824] shares of common stock under the NRG LTIP, [removed: 12,749,736] [added: 12,557,143] shares of common stock under the Vivint LTIP and [removed: 6,702,125] [added: 6,460,055] shares of treasury stock reserved for issuance under the ESPP

The [removed: NRG LTIP] [added: LTIPs] currently provides for grants of restricted stock units, relative performance stock units, deferred stock units and dividend equivalent rights.

The Company's directors, officers and employees, as well as other individuals performing services for, or to whom an offer of employment has been extended by the Company, are eligible to receive grants under [added: one or both of] the LTIPs.

Other information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders.

| Total | | | 5,730,054 | | | | | | $ | — | | | | | 26,206,022 | | | (3) | | |

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

| Total | | | 6,968,512 | | | | | | $ | — | | | | | 27,169,000 | | | (3) | | |

On April 27, 2023, NRG stockholders approved an increase of 4,400,000 shares available for issuance under the ESPP.

As of December 31, 2023, there were 6,702,125 shares reserved from the Company's treasury shares for the ESPP

The Vivint LTIP currently provides for grants of restricted stock units and performance stock units.

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders.

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders.

Consolidated Statements of Operations — Years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive [removed: (Loss)/Income] [added: Income/(Loss)] — Years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Balance Sheets — As of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows — Years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Statements of Stockholders' Equity — Years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

We have audited the accompanying consolidated balance sheets of NRG Energy, Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: (loss)/income,] [added: income/(loss),] stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 28, 2024] [added: 26, 2025] expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As discussed in Note 3 to the consolidated financial statements, the Company had [removed: $28,823] [added: $28,130] million of revenues.

| | | | For the Year Ended December 31, | | | | | | | | | [removed: | | | | | |]

| (In millions, except per share amounts) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenue | | | $ | [removed: 28,823] [added: 28,130] | | | | | $ | [removed: 31,543] [added: 28,823] | | | | | $ | [removed: 26,989] [added: 31,543] | |

| Cost of operations (excluding depreciation and amortization shown below) | | | [removed: 26,526] | | | [added: $] | [added: 26,526] | | [removed: 27,446] | | | [added: $] | [added: (43)] | | [removed: 20,482] | | | [added: $ | 26,483 | |]

| Depreciation and amortization | | | [removed: 1,127] | | | [added: 634] | | | [removed: 634] | | | [added: 86] | | | [removed: 785] | | | [added: 720 | | |]

| Impairment losses | | | [removed: 26] [added: 36] | | | | | | [removed: 206] [added: 26] | | | | | | [removed: 544] [added: 206] | | |

| Selling, general and administrative costs | | | [removed: 1,968] | | | [added: 1,228] | | | [removed: 1,228] | | | [added: (83)] | | | [removed: 1,293] | | | [added: 1,145 | | |]

| Provision for credit losses | | | [removed: 251] [added: 314] | | | | | | [removed: 11] [added: 251] | | | | | | [removed: 698] [added: 11] | | |

| Acquisition-related transaction and integration costs | | | [removed: 119] [added: 30] | | | | | | [removed: 52] [added: 119] | | | | | | [removed: 93] [added: 52] | | |

| Total operating costs and expenses | | | [removed: 30,017] [added: 25,914] | | | | | | [removed: 29,577] [added: 30,017] | | | | | | [removed: 23,895] [added: 29,577] | | |

| Gain on sale of assets | | | [removed: 1,578] [added: 208] | | | | | | [removed: 52] [added: 1,578] | | | | | | [removed: 247] [added: 52] | | |

| Operating Income | | | [removed: 384] [added: 2,424] | | | | | | [removed: 2,018] [added: 384] | | | | | | [removed: 3,341] [added: 2,018] | | |

| Equity in earnings of unconsolidated affiliates | | | [removed: 16] [added: 20] | | | | | | [removed: 6] [added: 16] | | | | | | [removed: 17] [added: 6] | | |

| Impairment losses on investments | | | [removed: (102)] [added: (7)] | | | | | | [removed: —] [added: (102)] | | | | | | — | | |

| Other income, net | | | [removed: 47] [added: 44] | | | | | | [removed: 56] [added: 47] | | | | | | [removed: 63] [added: 56] | | |

| [removed: Gain/(Loss)] [added: (Loss)/Gain] on debt extinguishment | | | [removed: 109] [added: (382)] | | | | | | [removed: —] [added: 109] | | | | | | [removed: (77)] [added: —] | | |

| Interest expense | | | [removed: (667)] [added: (651)] | | | | | | [removed: (417)] [added: (667)] | | | | | | [removed: (485)] [added: (417)] | | |

| Total other expense | | | [removed: (597)] [added: (976)] | | | | | | [removed: (355)] [added: (597)] | | | | | | [removed: (482)] [added: (355)] | | |

| [removed: (Loss)/Income] [added: Income/(Loss)] Before Income Taxes | | | [removed: (213)] [added: 1,448] | | | | | | [removed: 1,663] [added: (213)] | | | | | | [removed: 2,859] [added: 1,663] | | |

| Income tax [removed: (benefit)/expense] [added: expense/(benefit)] | | | [removed: (11)] [added: 323] | | | | | | [removed: 442] [added: (11)] | | | | | | [removed: 672] [added: 442] | | |

| Net [removed: (Loss)/Income] [added: Income/(Loss)] | | | [removed: (202)] [added: 1,125] | | | | | | [removed: 1,221] [added: (202)] | | | | | | [removed: 2,187] [added: 1,221] | | |

| Less: Cumulative dividends attributable to Series A Preferred Stock | | | [removed: 54] [added: 67] | | | | | | [removed: —] [added: 54] | | | | | | — | | |

| Net [removed: (Loss)/Income] [added: Income/(Loss)] Available for Common Stockholders | | | $ | [removed: (256)] [added: 1,058] | | | | | $ | [removed: 1,221] [added: (256)] | | | | | $ | [removed: 2,187] [added: 1,221] | |

| [removed: (Loss)/Income] [added: Income/(Loss)] Per Share | | | | | | | | | | | | | | | | | |

| Weighted average number of common shares outstanding — basic [removed: and diluted] | | | [removed: 228] [added: 206] | | | | | | [removed: 236] [added: 228] | | | | | | [removed: 245] [added: 236] | | |

| [removed: (Loss)/Income] [added: Income/(Loss)] per Weighted Average Common Share — [removed: Basic and Diluted] [added: Basic] | | | $ | [removed: (1.12)] [added: 5.14] | | | | | $ | [removed: 5.17] [added: (1.12)] | | | | | $ | [removed: 8.93] [added: 5.17] | |

CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: (LOSS)/INCOME][added: INCOME/(LOSS)]

| (In millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cost of operations (excluding depreciation and amortization shown below) | | | 22,100 | | | | | | 26,483 | | | | | | 27,443 | | |

| Depreciation and amortization | | | 1,403 | | | | | | 1,295 | | | | | | 720 | | |

| Selling, general and administrative costs (excluding amortization of customer acquisition costs of $204, $125 and $83, respectively, which are included in depreciation and amortization shown separately above) | | | 2,031 | | | | | | 1,843 | | | | | | 1,145 | | |

| Income/(Loss) per Weighted Average Common Share — Diluted | | | $ | 4.99 | | | | | $ | (1.12) | | | | | $ | 5.17 | |

| Depreciation of property, plant and equipment and amortization of customer relationships and other intangible assets | | | 1,071 | | | | | | 1,127 | | | | | | 634 | | |

| Amortization of capitalized contract costs | | | 332 | | | | | | 168 | | | | | | 86 | | |

| Payments for share repurchase activity and excise tax(a) | | | (935) | | | | | | (1,150) | | | | | | (600) | | |

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

(a)Includes excise tax paid of $10 million during the year ended December 31, 2024

| Share repurchases(c) | | | | | | | | | | | | | | | 117 | | | | | | | | | | | | (1,051) | | | | | | | | | | | | (934) | | |

| Series A Preferred Stock dividends(e) | | | | | | | | | | | | | | | | | | | | | (67) | | | | | | | | | | | | | | | | | | (67) | | |

| Capped Call Options(f) | | | | | | | | | | | | | | | (253) | | | | | | | | | | | | | | | | | | | | | | | | (253) | | |

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

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

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

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

Presentation Adjustments

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

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

Prior years amounts were adjusted for comparative purposes.

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

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

| (In millions) | | | | | | As Previously Presented | | | | | | Presentation Adjustments | | | | | | As Adjusted | | |

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

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

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

| (In millions) | | | | | | As Previously Presented | | | | | | Presentation Adjustments | | | | | | As Adjusted | | |

| Year ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | |

| Amortization of capitalized contract costs | | | | | | $ | — | | | | | $ | 168 | | | | | $ | 168 | |

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

| Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | |

| Provision for credit losses(a) | | | 314 | | | | | | 251 | | | | | | 11 | | |

sold to customers.

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

Amortization of capitalized contract costs are included in depreciation and amortization in the consolidated statements of operations.

The Company's depreciation and amortization included in the consolidated statement of operations consisted of the following:

| Amortization of capitalized contract costs related to fulfillment | | | $ | 120 | | | | | $ | 37 | | | | | $ | — | |

| Amortization of capitalized contract costs related to customer acquisition | | | 212 | | | | | | 131 | | | | | | 86 | | |

| Amortization of customer relationships and other intangible assets | | | 800 | | | | | | 870 | | | | | | 343 | | |

The following are the primary procedures we performed to address this critical audit matter.

*Fair value of certain acquired intangible assets*

As discussed in Note 4 to the consolidated financial statements, the Company acquired Vivint Smart Home, Inc. on March 10, 2023 for total consideration of $2,623 million.

In connection with the business combination, the Company recorded various intangible assets, which included customer relationships and technology intangible assets with an acquisition-date fair value of $1,740 million and $860 million, respectively.

We identified the evaluation of the acquisition-date fair value of the customer relationships and technology intangible assets as a critical audit matter.

A high degree of subjective and complex auditor judgment was required to evaluate key assumptions used to value these acquired intangible assets.

We performed sensitivity analyses to determine the key assumptions used to value the intangible assets acquired which required challenging auditor judgment.

Specifically, key assumptions included the customer attrition for the customer relationships intangible asset and the discount rate for the customer relationships and technology intangible assets.

Changes to these assumptions could have had a significant impact on the fair value of such assets.

In addition, valuation professionals with specialized skills and knowledge were needed to assist in the evaluation of the discount rate.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls related to the selection of the customer attrition used in the customer relationships intangible asset and the discount rate used in the customer relationships and technology intangible assets.

We evaluated the customer attrition used by the Company by comparing it to historical attrition experienced by the acquired company and comparable company attrition.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate by assessing the relative risk profile of the customer relationships and technology intangible assets compared to the required rate of return of all acquired assets in the business combination.

February 28, 2024

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Nuclear decommissioning reserve | | | — | | | | | | 340 | | |

| Changes in nuclear decommissioning trust liability | | | — | | | | | | 9 | | | | | | 40 | | |

| Investments in nuclear decommissioning trust fund securities | | | (367) | | | | | | (454) | | | | | | (751) | | |

| Payments for share repurchase activity(a) | | | (1,172) | | | | | | (606) | | | | | | (48) | | |

| Proceeds from issuance of common stock | | | — | | | | | | — | | | | | | 1 | | |

| Balance at December 31, 2020 | | | $ | — | | | | | $ | 4 | | | | | $ | 8,517 | | | | | $ | (1,403) | | | | | $ | (5,232) | | | | | $ | (206) | | | | | $ | 1,680 | |

| Issuance of common stock | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |

(a)Includes $(22) million, $(6) million and $(9) million of equivalent shares purchased in lieu of tax withholding on equity compensation issuances for the years ended December 31, 2023, 2022 and 2021, respectively

(d)Dividend per Series A Preferred Stock was $52.96