NRG Energy (NRG) 10-K risk factor changes: FY2025 vs FY2024

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

- a public health crisis, epidemic or [removed: pandemic;][added: pandemic.]

- development of new fuels, new technologies and new forms of competition for the production of power; [added: and]

- changes in law, including judicial decisions, environmental regulations and environmental legislation; [removed: and]

- federal, state and provincial power regulations and legislation, and regulations and actions of the ISO and [removed: RTOs.][added: RTOs;]

The electricity industry is expected to experience a surge in demand driven primarily by new manufacturing, industrial and data center facilities [removed: (inclusive of] [added: (including to support the expected increase in demand for AI and] generative AI (“GenAI”)).

ERCOT's current long term load forecast shows peak demand increasing from 86 GW in 2024 to [removed: 137] [added: 139] GW in [removed: 2028.][added: 2030.]

[added: 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 availability and price of specific fuel qualities may vary due to supplier financial or operational [removed: disruptions, transportation disruptions and force majeure.]

Any unexpected failure, including failure associated with breakdowns, forced [removed: outages] [added: outages,] or any unanticipated capital expenditures could result in reduced profitability.

[removed: NRG cannot be] certain of the level of capital expenditures that will be required due to changing environmental and safety laws (including changes in the interpretation or enforcement thereof), needed facility repairs and unexpected events (such as natural disasters or terrorist attacks).

- unforeseen engineering, environmental and geological problems; [added: and]

- unanticipated cost [removed: overruns;] [added: overruns] and [added: schedule delays;]

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

[removed: The] [added: However, such] insurance, warranties or performance [removed: guarantees, however,] [added: guarantees] may not be adequate to cover increased expenses.

[removed: This trading activity may expose the] Company to the risk of significant financial losses which could have a material adverse effect on its business and financial condition.

[added: If customers terminate or] 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.

Where such work is performed by [added: the Company’s employees and] independent contractors, such as repairs performed under the Company's home protection plan products, the Company may nonetheless face claims and costs for damage.

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

Any [removed: 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 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.

[removed: Concerns about data privacy have led to increased regulation and other actions that could impact NRG's businesses and changes] [added: Changes] in data privacy and data protection laws and [removed: regulations] [added: regulations,] or any failure to comply with such laws and [removed: regulations] [added: regulations,] could adversely affect the [removed: Company's] [added: Company’s] business and financial results.

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 [removed: errors.][added: errors that the Company may be unable to foresee, prevent, or mitigate.]

The [removed: services and the] [added: services,] networks and information systems utilized by the Company may be at risk for breaches as a result of third-party actions, employee or vendor error, malfeasance or other factors.

[removed: Although] [added: Furthermore, despite such precautions,] the Company [removed: takes precautions to protect its infrastructure, it] has been, and will likely continue to be, subject to attempts at [removed: phishing] [added: phishing, social engineering, identity-based attacks,] and other cybersecurity intrusions.

International conflict increases the risk of state-sponsored [added: or ideologically motivated] cyber threats and escalated use of cybercriminal and cyber-espionage activities.

In particular, the current geopolitical climate has further escalated cybersecurity risk, with various government agencies, including the U.S. Cybersecurity & Infrastructure Security Agency, issuing warnings of increased cyber threats, particularly for U.S. critical [removed: infrastructure.][added: infrastructure companies such as the Company.]

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

The Company has [removed: incorporated] [added: used] and [removed: intends to continue] [added: expects] to [removed: incorporate] [added: expand the use of] AI technologies, [removed: such as] [added: including] GenAI, in its operations.

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

If the [added: Company’s use of the] recommendations, content, or analyses that AI applications produce [removed: are] [added: is,] or [removed: are] [added: is] alleged to [removed: be] [added: be,] deficient or inaccurate, [added: or involve breaches of licenses, tort claims, violations of privacy, consumer protection, or other laws,] NRG could be subjected to [removed: potential] legal [removed: liability and business harm, including] [added: liability,] brand or reputational harm and operational interruptions [removed: and] [added: that] ultimately have a material adverse effect on NRG’s results of operations.

[removed: If] [added: As a result, if] the Company’s brands or reputation are damaged, it could negatively impact the Company’s business, financial condition, results of operations, and ability to attract and retain highly qualified employees.

As of December 31, [removed: 2024,] [added: 2025,] approximately 4% of NRG's employees were covered by [added: U.S] collective bargaining agreements.

Retail competition and home protection services are regulated on a state-by-state or at the province-by-province level and are highly dependent on state and provincial laws, regulations and policies, which [removed: could change at any moment.]

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

[removed: The CAMT may lead to volatility in the] Company’s cash tax payment obligations, particularly [removed: in periods] [added: if final Treasury regulations substantially depart from proposed regulations and interim guidance, especially with regard to the treatment] of [removed: significant] commodity or currency variability resulting from potential changes in the fair value of derivative instruments.

The Company's ability to achieve [removed: these] [added: its GHG emissions reduction] targets depends on many factors, including the ability to retire high emitting assets, ability to reduce emissions based on technological advances and innovation, and ability to source energy from less carbon intense resources.

[added: 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.

California residents have increased access rights (including the right to limit the use, right of data deletion and correction and right of non-disclosure of sensitive personal information), which are [removed: enforced by a new state privacy regulator, resulting in more scrutiny of business practices and disclosures.]

The Company’s [added: retail and] smart home services focus on transactions with residential customers, subjecting [removed: it] [added: them] to a variety of laws, regulations and licensing requirements governing interactions with residential consumers, including those pertaining to privacy and data security, [added: telemarketing, in-person solicitations, online marketing,] consumer financial and credit transactions, home improvements, warranties and door-to-door solicitation.

Risks Related to the Acquisition of the LSP Portfolio

The integration of NRG and the LSP Portfolio may disrupt or have a negative impact on the Company’s business.

The LSP Portfolio is comprised of 13 GW of natural gas-fired generation and dual fuel assets and a demand response platform.

The acquisition significantly increases NRG’s owned generation capacity and operational footprint.

The acquisition is large and complex, and the Company will need to devote significant time and resources to integrating the plants, equipment, personnel, operations, and fuel arrangements with NRG’s existing generation, retail and commercial businesses.

Any difficulties encountered in the transition and integration process could adversely affect the Company’s business, results of operations and financial condition.

Risks that could impact the Company negatively include:

- the difficulty of managing and integrating the LSP Portfolio and its plants, pipelines, interconnection, operations, fuel contracts, and hedging arrangements;

- the potential disruption of the ongoing businesses and distraction of management;

- difficulties in implementing and maintaining uniform processes, systems, standards, controls, procedures, practices, and policies pertaining to commercial, operational, financial, legal, regulatory, and/or accounting matters;

- risks associated with the assumption of power purchase agreements, tolling arrangements, O&M contracts and demand response agreements;

- the inability to timely implement and enact effective internal control over financial reporting for the acquired assets, including harmonizing the LSP Portfolio’s accounting policies and internal controls with the Company’s;

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

- the potential impairment of relationships with employees and partners, including the potential loss of valuable employees and difficulty in retaining and integrating personnel;

- unforeseen expenses, unknown liabilities, or adverse changes arising from events, conditions, or actions occurring prior to or in connection with the acquisition, as well as unanticipated capital investments, environmental upgrades, or decommissioning liabilities;

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

- unanticipated changes in federal or state laws or regulations, including those pertaining to thermal generation, emissions standards, capacity market rules, permitting, or otherwise relating to the assets acquired;

- changes to NRG’s risk profile due to the geographic concentration of the generation assets in the LSP Portfolio and increased exposure to regional fuel, weather and market events; and

- the risk that the Company may not realize all the expected benefits of the acquisition, including enhanced generation capabilities, if the assets and businesses cannot be integrated in an efficient and effective manner, which could result in increased costs or lower-than-expected revenues.

If the Company is not successful in addressing these risks effectively, the business could be impacted.

Many of these factors will be outside of the Company’s control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially affect NRG’s business, results of operations and financial condition.

Similar risks may apply to any future acquisitions or dispositions the Company may undertake.

disruptions, transportation disruptions and force majeure.

Inflation and customer affordability concerns may limit the Company’s ability to recover costs, constrain its pricing and reduce market demand for its products and services.

The Company’s electricity, natural gas, and smart home businesses are exposed to the risk that sustained inflation, commodity price volatility and other macroeconomic pressures will increase its costs and adversely affect the affordability of its products and services.

The cost of fuel, natural gas, purchased power, labor, construction materials, equipment and financing have risen in recent years and may continue to rise.

Such cost increases may continue to put upward pressure on the overall affordability of the Company’s products and services for its residential, commercial and industrial customers, which may impair the Company’s customers’ ability to pay their bills and/or subscriptions, cause some customers to reduce usage, and increase disconnections and bad debt expenses, all of which could negatively impact the Company.

In the markets in which the Company operates, the Company’s retail electric providers charge end-use customers a price for electricity that includes pass through charges assessed by the local utility.

Capital intensive transmission and distribution projects by utility companies recently approved by certain state utility commissions have resulted in increases to such pass-through charges and raised public concerns about overall consumer affordability.

If these concerns persist, the Company could be subject to heightened political and regulatory scrutiny, increased participation by consumer advocates and other stakeholders in regulatory proceedings, and create reputational risks associated with a perceived lack of affordability.

Therefore, the Company’s financial performance could be negatively affected if it is unable to recover increased costs or if cost recovery is limited by regulation or market conditions.

NRG cannot be

Furthermore, the risk of significant cost overruns may be exacerbated in the current environment of elevated inflation, supply chain disruption and changing tariff and trade policies, which may cause actual construction costs to be significantly higher than initial estimates, and the Company may be unable to pass these increased costs through to its customers.

In addition, the Company’s failure to meet project-specific financing requirements under its TEF Loans could result in default or acceleration of debt repayment.

This trading activity may expose the

The Company’s consumer product and home services offerings expose it to installation-related damage claims, product liability, insurance limitations, and reputational risk.

Furthermore, NRG’s operations can be additionally impaired by disruptions or security failures of third-party vendors and suppliers over which NRG lacks direct control or oversight.

Although the Company takes precautions and has adopted procedures to protect its infrastructure, the effectiveness of such measures may be limited by insufficient employee awareness or their noncompliance with established protocols.

As a result, the Company could incur substantial losses in connection with a cybersecurity incident.

The Company’s use of, or failure to effectively adopt, AI systems in its operations, services and products poses operational, competitive, cybersecurity, legal and compliance risks that could adversely affect the Company.

Many of the

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

Because NRG owns less than a majority of the ownership interests of some of its project investments, the Company cannot exercise complete control over their operations.

NRG has limited control over the operation of some project investments and joint ventures because the Company's investments are in projects where it beneficially owns less than a majority of the ownership interests.

NRG seeks to exert a degree of influence with respect to the management and operation of projects in which it owns less than a majority of the ownership interests by negotiating to obtain positions on management committees or to receive certain limited governance rights, such as rights to veto significant actions.

However, the Company may not always succeed in such negotiations.

NRG may be dependent on its co-venturers to operate such projects.

The Company's co-venturers may not have the level of experience, technical expertise, human resources management or other attributes necessary to operate these projects optimally.

The approval of co-venturers also may be required for NRG to receive distributions of funds from projects or to transfer the Company's interest in projects.

If customers terminate or

The Company has made investments focused on consumer products that may not be successful, may not achieve the intended financial results or may result in product liability and reputational risk that could adversely affect the Company.

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

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.

In addition, the evolving nature of AI may cause new laws and regulations to be enacted which may require significant resources and costs to modify and maintain business practices in order to comply with these new laws and regulations.

Future acquisition or disposition activities could involve unknown risks and may have materially adverse effects and NRG may be subject to trailing liabilities from businesses that it disposes of or that are inactive.

NRG may in the future acquire or dispose of businesses or assets, acquire or sell books of retail customers, or pursue other business activities, directly or indirectly, through subsidiaries that involve a number of risks.

The acquisition of companies and assets, and their integration, is subject to substantial risks, including the failure to identify material problems during due diligence, the risk of over-paying for assets or customers, the inability to retain customers and the inability to arrange financing for an acquisition as may be required or desired.

Further, the integration and consolidation of acquisitions requires substantial human, financial and other resources and, ultimately, the Company's acquisitions may not be successfully integrated.

In the case of dispositions, such risks may relate to employment matters, counterparties, regulators and other stakeholders in the disposed business, the separation of disposed assets from NRG’s business, the management of NRG’s ongoing business, and other financial, legal and operational matters related to such disposition, which may be unknown to NRG at the time.

In addition, NRG may be subject to material trailing liabilities from disposed businesses.

Any such risk may result in one or more costly disputes or litigation.

There can be no assurances that any future acquisitions will perform as expected or that the returns from such acquisitions will support the indebtedness incurred to acquire them or the capital expenditures needed to develop them.

There can also be no assurances that NRG will realize the anticipated benefits from any such dispositions.

The failure to realize the anticipated returns or benefits from an acquisition or disposition could adversely affect NRG's results of operations, cash flows and financial condition.

Risks that are beyond NRG's control, including but not limited to acts of terrorism or related acts of war, natural disaster or other catastrophic events could have a material adverse effect on NRG's financial condition, results of operations and cash flows.

NRG's generation facilities and the facilities of third parties on which they rely may be targets of terrorist activities, as well as events occurring in response to or in connection with such activities, all of which could cause environmental repercussions and/or result in full or partial disruption of the facilities ability to generate, transmit, transport or distribute electricity or natural gas.

Strategic targets, such as energy-related facilities, may be at greater risk of future terrorist activities than other domestic targets.

Any such environmental repercussions or disruption could result in a significant decrease in revenues or significant reconstruction or remediation costs beyond what could be recovered through insurance policies, which could have a material adverse effect on the Company's financial condition, results of operations and cash flows.

In addition, significant weather events or terrorist actions could damage or shut down the power or gas transmission and distribution

facilities upon which the Company is dependent, which may reduce retail volume for extended periods of time.

Power or gas supply may be sold at a loss if these events cause a significant loss of retail customer demand.

If these

NRG's GHG emissions reduction targets can be found in Item 1, *Business —Environmental Regulatory Matters*.

Failure to achieve the

home services could result in private rights of actions or enforcement actions for civil or criminal penalties.

Adverse economic conditions could adversely affect NRG’s business, financial condition, results of operations and cash flows.

Adverse economic conditions, including inflation, and declines in wholesale energy prices, partially resulting from adverse economic conditions, may impact NRG's results of operations, including by reducing the demand for energy commodities.

In general, economic and commodity market conditions will continue to impact NRG’s unhedged future energy margins, liquidity, earnings growth and overall financial condition.

Macroeconomic factors may also impact consumer spending, which could adversely affect the Company’s smart home services, and increase the Company’s costs for such products and services, which it may not be able to pass on to customers.

- Results of operations for the years ended December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] 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 Annual Report on Form 10-K, which present the results of the Company's operations for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and also refer to Item 1 — Business to this Annual Report on Form 10-K for more detail discussion about the Company's business.

[removed: A discussion and analysis of fiscal year 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: 2023, filed with the SEC on February 28, 2024, and is not materially impacted by the adjustments noted above.][added: 2024.]

[removed: The Company has a customer base that includes] [added: NRG Energy, Inc., or NRG or the Company, serves electricity, natural gas, and smart-home technology solutions to] approximately 8 million residential customers (comprised of 6 million retail energy [removed: customers] and 2 million smart [removed: home customers)] [added: home),] in addition to [removed: commercial,] [added: large commercial and] industrial, [added: data center,] and wholesale [removed: customers, supported by approximately 13 GW of generation as of December 31, 2024.][added: customers.]

The industry dynamics and external influences affecting the Company, its businesses, and the retail energy and power generation industry in [removed: 2024] [added: 2025] and for the future medium term include:

In [removed: 2024,] [added: 2025,] the average natural gas price at Henry Hub was [removed: $2.27] [added: $3.43] per MMBtu compared to [removed: $2.74] [added: $2.27] per MMBtu in [removed: 2023,] [added: 2024,] representing [removed: a decrease] [added: an increase] of [removed: 17%.][added: 51%.]

| | | | Year Ended December 31, | | | | | | | | | | | | [removed: 2024] [added: 2025] vs [removed: 2023] [added: 2024] | | |

| Region | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change % | | |

| ERCOT - Houston(a) | | | $ | [removed: 32.05] [added: 38.04] | | | | | $ | [removed: 74.32] [added: 32.05] | | | | | [removed: (57)] [added: 19] | | % |

| ERCOT - North(a) | | | [removed: 30.71] [added: 36.21] | | | | | | [removed: 72.89] [added: 30.71] | | | | | | [removed: (58)] [added: 18] | | % |

| NY J/NYC(b) | | | [removed: 45.25] [added: 76.55] | | | | | | [removed: 38.95] [added: 45.25] | | | | | | [removed: 16] [added: 69] | | % |

| NEPOOL(b) | | | [removed: 46.59] [added: 75.58] | | | | | | [removed: 41.36] [added: 46.59] | | | | | | [removed: 13] [added: 62] | | % |

| COMED (PJM)(b) | | | [removed: 31.86] [added: 46.24] | | | | | | [removed: 32.72] [added: 31.86] | | | | | | [removed: (3)] [added: 45] | | % |

| PJM West Hub(b) | | | [removed: 40.75] [added: 60.09] | | | | | | [removed: 39.34] [added: 40.75] | | | | | | [removed: 4] [added: 47] | | % |

| CAISO - SP15(b) | | | [removed: 29.95] [added: 28.56] | | | | | | [removed: 60.17] [added: 29.95] | | | | | | [removed: (50)] [added: (5)] | | % |

| MISO - Louisiana Hub(b) | | | [removed: 30.26] [added: 44.05] | | | | | | [removed: 33.64] [added: 30.26] | | | | | | [removed: (10)] [added: 46] | | % |

ERCOT's current long term load forecast shows peak demand increasing from 86 GW in 2024 to [removed: 137] [added: 139] GW in [removed: 2028.][added: 2030.]

[removed: As a result,] [added: Although federal policy in the U.S. has recently shifted towards prioritizing domestic energy production and reducing climate-related regulatory requirements,] policymakers and regulators at regional, national, sub-national and local levels of government, both in the U.S. and other parts of the world, [removed: are increasingly] [added: remain] focused on actions to combat climate change.

According to ERCOT, [removed: 43%] [added: 46%] of [removed: 2024] [added: 2025] energy consumption in the ERCOT market was generated from carbon emission-free resources, with wind power contributing 24%.

In addition, [removed: as] subsidies and incentives [added: may] contribute to increases in renewable power sources, customer awareness and preferences are shifting toward sustainable solutions.

[removed: Increased] [added: Any increase in] demand for sustainable energy products from both residential and commercial customers creates opportunities for diversified product offerings in competitive retail markets.

[added: 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 response, or virtual power plant products.

The following significant events occurred during [removed: 2024] [added: 2025] and through the filing date, as further described within this Management's Discussion and Analysis and the Consolidated Financial Statements:

In the first quarter of [removed: 2024,] [added: 2025,] NRG increased the annual common stock dividend to [removed: $1.63] [added: $1.76] from [removed: $1.51] [added: $1.63] per share, representing an 8% increase from [removed: 2023.][added: 2024.]

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

On [removed: April 16, 2024,] [added: July 22, 2025,] the [removed: Company,] [added: Company and APX Group LLC,] as [removed: borrower,] [added: borrowers,] and certain [added: subsidiaries] of [removed: its subsidiaries,] [added: the Company,] as guarantors, entered into the [removed: Eighth] [added: Fifteenth] Amendment to the Second Amended and Restated Credit Agreement (the [removed: “Eighth] [added: “Fifteenth] Amendment”) with, among others, Citicorp North America, Inc., as administrative agent [removed: (the “Agent”)] and as collateral [removed: agent,] [added: agent (the “Agent”),] and certain financial institutions, as lenders, which amended the Company’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 [removed: (as amended, restated, supplemented and/or otherwise modified from time to time, the] [added: (the] “Credit [removed: Agreement”), in order to (i) establish] [added: Agreement”) by adding] a new [added: incremental] Term Loan [removed: Facility with borrowings of $875 million] [added: B] in [added: an] aggregate principal amount [removed: (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.][added: of $1.0 billion.]

For further discussion, see Item 15 — Note [added: 4, *Acquisitions and Dispositions* and Item 15 — Note] 12, *Long-term Debt and Finance Leases.*

[removed: For the year ended December 31, 2024, a $260 million] [added: The] loss on debt extinguishment [removed: was] [added: of $10 million and $382 million] recorded [removed: in connection with] [added: for] the [removed: repurchases.][added: years ended December 31, 2025, and 2024, respectively, include:]

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties [added: (the “Capped Calls”)] to [removed: effectively lock in a conversion premium of $257 million on] [added: mitigate] the [removed: remaining $232 million] [added: impact] of [added: potential dilution of] the Convertible Senior Notes.

For further [removed: discussion] [added: discussion,] see Item 15 — Note 15, *Capital Structure*.

On June [removed: 21, 2024,] [added: 20, 2025,] NRG [removed: Receivables,] [added: Receivables] amended its existing Receivables Facility [removed: to, among other things, (i)] [added: to] extend the scheduled termination date to June [removed: 20, 2025, (ii) increase the aggregate commitments from $1.4 billion to $2.3 billion (adjusted seasonally) and (iii) add a new originator.][added: 18, 2026.]

| [removed: Issuance by NRG of 6.000% Senior Notes due 2033 | | | | | | $925 million | | | | | |] Repayment of the Vivint Senior Secured Term Loan B | | | [added: —] | | | [removed: $1.310 billion] | | | [added: (18) | | |]

| Exchange offer for [removed: New NRG] [added: the Vivint] 5.750% Senior [removed: Notes] [added: Notes,] due 2029 | | | [removed: | | | $798 million | | | | | | Exchange offer for Vivint 5.750% Senior Notes due 2029(b)] [added: —] | | | | | | [removed: $798 million] [added: (90)] | | |

For further [removed: discussion on these amendments and the debt transactions in the table above,] [added: discussion,] see Item 15 — Note 12, *Long-term Debt and Finance [removed: Leases.*][added: Leases*.]

Additionally, NRG has entered into [removed: a] slot reservation [removed: agreement] [added: agreements] with GEV for the procurement of [removed: 1.2] [added: 3.6] GW of 7HA gas turbines.

Consolidated Results of Operations for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

| (In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Retail revenue | | | $ | [removed: 27,149] [added: 29,543] | | | | | $ | [removed: 27,467] [added: 27,149] | | | | | $ | [removed: (318)] [added: 2,394] | |

| Energy revenue(a) | | | [removed: 500] [added: 590] | | | | | | [removed: 553] [added: 500] | | | | | | [removed: (53)] [added: 90] | | |

| Capacity revenue(a) | | | [removed: 177] [added: 280] | | | | | | [removed: 197] [added: 177] | | | | | | [removed: (20)] [added: 103] | | |

A discussion and analysis of fiscal year 2023 may be found in Part II, Item 7 *—* Management's Discussion and Analysis of

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

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

Coal commodity prices increased slightly in 2025.

*Affordability* — Rising customer bills, driven by rising regulated transmission and distribution charges along with load growth, have heightened customer and regulatory focus on energy affordability, eliciting evolving discussions regarding market design and frameworks.

NRG is monitoring and seeking to address these developments through its customer-focused business strategy and public policy advocacy efforts.

*Tariffs* — NRG’s business is affected by various macroeconomic factors, including tariffs.

The U.S. has implemented, or is considering implementing, higher tariffs on imports into the U.S. Any potential increases in capital and operational expenditures may impact the Company’s procurement and sourcing strategies.

Acquisition of LSP Portfolio

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

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

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

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

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

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

For further discussion, see Item 15 — Note 4, *Acquisitions and Dispositions.*

Acquisition of Texas Generation Portfolio

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

For further discussion, see Item 15 — Note 4, *Acquisitions and Dispositions.*

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

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

For further information regarding share repurchases, see Item 15 — Note 15, *Capital Structure.*

$1.90 per share.

*Issuance of Unsecured Notes and Secured Notes*

On October 8, 2025, the Company issued $3.65 billion and $1.25 billion in aggregate principal amount of the New Unsecured Notes and New Secured Notes, respectively.

The New Unsecured Notes are senior unsecured obligations of the Company and are guaranteed by its wholly-owned U.S. subsidiaries that guarantee the term loans under the Senior Credit Facility.

The New Secured Notes are senior secured obligations of the Company and are guaranteed by its wholly-owned U.S. subsidiaries that guarantee the term loans under the Senior Credit Facility.

*Texas Development Projects*

On November 20, 2025, the Company entered into the Third TEF Loan to support the development of Greens Bayou 6, which is currently under construction.

Commercial operation of the 443 MW facility is expected mid-2028.

On September 26, 2025, the Company entered into the Second TEF Loan to support the development of Cedar Bayou 5, which is currently under construction.

Commercial operation of the 689 MW combined cycle facility is expected mid-2028.

On July 31, 2025, the Company entered into the First TEF Loan to support the development of T.H. Wharton, which is currently under construction.

Commercial operation of the 415 MW facility is expected in June 2026.

| Net Income | | | $ | 864 | | | | | $ | 1,125 | | | | | $ | (261) | |

| Retail revenue | | | $ | 10,896 | | | | | $ | 13,467 | | | | | $ | 3,054 | | | | | | | | | | | $ | 2,144 | | | | | $ | (18) | | | | | $ | 29,543 | |

| Energy revenue | | | 49 | | | | | | 441 | | | | | | 101 | | | | | | | | | | | | — | | | | | | (1) | | | | | | 590 | | |

| Other revenue(a) | | | 194 | | | | | | 87 | | | | | | 23 | | | | | | | | | | | | — | | | | | | (10) | | | | | | 294 | | |

| Total revenue | | | 11,139 | | | | | | 14,263 | | | | | | 3,202 | | | | | | | | | | | | 2,144 | | | | | | (35) | | | | | | 30,713 | | |

| Cost of fuel | | | (858) | | | | | | (256) | | | | | | (80) | | | | | | | | | | | | — | | | | | | (1) | | | | | | (1,195) | | |

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.

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

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

Coal commodity prices remained relatively flat in 2024.

Power providers are starting to engage with

Dispositions

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

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

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

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.

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.

During the second quarter of 2024, the Company repaid $600 million in aggregate principal amount of its 3.750% Senior Secured First Lien Notes due 2024.

*Debt Refinancing Transactions*

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

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

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

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

| 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 | | |

| 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

(b)On October 15, 2024, APX Group, Inc. launched an Exchange Offer for the Vivint 5.750% Senior Notes due 2029 and on November 4, 2024, delivered a notice of redemption with respect to the $2 million of the Vivint 5.750% Senior Notes due 2029 that remained outstanding following the Exchange Offer

As part of the above transactions, the Company entered into the Tenth and Eleventh Amendments to the Second Amended and Restated Credit Agreement (the “Tenth and Eleventh Amendments”) to the Credit Agreement to (i) include an incremental term loan B in an aggregate principal amount of $450 million (the “Incremental Term Loan B Facility” and the loans thereunder, the “Incremental Term Loans”), (ii) extend the maturity date of its revolving credit facility to October 30, 2029 and (iii) make certain other amendments to the Credit Agreement.

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

On December 20, 2024, the Company, as borrower, entered into the Thirteenth Amendment to the Second Amended and Restated Credit Agreement (the “Thirteenth Amendment”) to the Credit Agreement to (i) add APX Group, Inc. as an additional borrower of the loans under the Credit Agreement on a joint and several basis with the Company and (ii) make certain other modifications to the Credit Agreement as set forth therein.

In connection with the above transactions, a $122 million loss on debt extinguishment was recorded, which included the write-off of discounts and previously deferred financing costs and other fees.

In 2024, NRG entered into a definitive partnership agreement with Renew Home, a VPP platform 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.

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

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: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| (In millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| VaR as of December 31, | | | $ | [removed: 71] [added: 61] | | | | | $ | [removed: 51] [added: 71] | |

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

| Maximum | | | [removed: 75] [added: 76] | | | | | | [removed: 82] [added: 75] | | |

| Minimum | | | [removed: 50] [added: 47] | | | | | | [removed: 41] [added: 50] | | |

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: $142] [added: $145] million as of December 31, [removed: 2024,] [added: 2025,] primarily driven by asset-backed transactions.

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

As of December 31, [removed: 2024,] [added: 2025,] counterparty credit exposure, excluding credit exposure from RTOs, ISOs, registered commodity exchanges and certain long-term agreements, was $1.7 billion, of which the Company held collateral (cash and letters of credit) against those positions of [removed: $288] [added: $408] million resulting in a net exposure of [removed: $1.5] [added: $1.3] billion.

Approximately [removed: 69%] [added: 66%] of the Company's exposure before collateral is expected to roll off by the end of [removed: 2026.][added: 2027.]

As of December 31, [removed: 2024,] [added: 2025,] the aggregate credit exposure is shown net of collateral held, and includes amounts net of receivables or payables.

| Investment grade | | | [removed: 55] [added: 67] | | % |

| Non-Investment grade/Non-Rated | | | [removed: 45] [added: 33] | | |

The Company had no exposure to wholesale counterparties in excess of 10% of the total [removed: net exposure] [added: Net Exposure] discussed above as of December 31, [removed: 2024.][added: 2025.]

Based on these valuation techniques, as of December 31, [removed: 2024,] [added: 2025,] aggregate credit risk exposure managed by NRG to these counterparties was approximately [removed: $868] [added: $789] million for the next five years.

[added: 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: 2024,] [added: 2025,] the Company's retail customer credit exposure to Home and Business customers was diversified across many customers and various industries, as well as government entities.

The Company's provision for credit losses resulting from credit risk was [removed: $314] [added: $272] million, [removed: $251] [added: $314] million and [removed: $11] [added: $251] million for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

Based on a sensitivity analysis for power and gas positions under marginable contracts as of December 31, [removed: 2024,] [added: 2025,] 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: $1.1] [added: $1.4] 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: $359] [added: $503] million.

This analysis uses simplified assumptions and is calculated based on portfolio composition and margin-related contract provisions as of December 31, [removed: 2024.][added: 2025.]

NRG is exposed to fluctuations in interest rates through its issuance of [removed: variable rate] debt.

Exposures to interest rate fluctuations may be mitigated by entering into derivative instruments known as interest rate swaps, [added: treasury locks,] caps, collars and put or call options.

These contracts reduce exposure to interest rate volatility [removed: and result in primarily fixed rate debt obligations] when taking into account the combinations of the [removed: variable rate] debt and the interest rate derivative instrument.

NRG's risk management policies allow the Company to reduce interest rate [removed: exposure from variable rate debt obligations.][added: exposure.]

[removed: In November 2024,] [added: As of December 31, 2025,] the Company [removed: entered into] [added: had] $700 million of interest rate swaps [added: extending] through 2029 to [removed: hedge] [added: mitigate] the [added: risk of the] floating rate [removed: on] [added: of] the Term [removed: Loans.][added: Loan B.]

As of December 31, [removed: 2024,] [added: 2025,] the Company's debt fair value was [removed: $10.8] [added: $16.4] billion and carrying value was [removed: $10.9] [added: $16.6] 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: $465] [added: $843] million.

As of December 31, [removed: 2024,] [added: 2025,] 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: $410] [added: $437] million.

A hypothetical 10% appreciation in major currencies relative to the U.S. dollar as of December 31, [removed: 2024,] [added: 2025,] would have resulted in a decrease of $3 million to net income within the Consolidated Statement of Operations.

NRG has both short and long-term debt instruments that subject the Company to the risk of loss associated with movements in market interest rates.

As of December 31, 2025, a 1% change in variable interest rates would result in a $16 million change in interest expense on a rolling twelve-month basis.

portfolio of counterparties.

The Company manages retail

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

[removed: The Company has a customer base that includes] [added: NRG Energy, Inc., or NRG or the Company, serves electricity, natural gas, and smart-home technology solutions to] approximately 8 million residential customers (comprised of 6 million retail energy [removed: customers] and 2 million smart [removed: home customers)] [added: home),] in addition to [removed: commercial,] [added: large commercial and] industrial, [added: data center,] and wholesale [removed: customers, supported by approximately 13 GW of generation as of December 31, 2024.][added: customers.]

NRG sold 154 TWhs of electricity and [removed: 1,833] [added: 1,857] MMDth of natural gas in [removed: 2024,] [added: 2025,] making it one of the largest competitive energy retailers in the U.S. As of the end of [removed: 2024,] [added: 2025,] NRG had recurring electricity and/or natural gas sales in 25 U.S. states, the District of Columbia, and 8 provinces in Canada, and Vivint Smart Home served customers in all 50 U.S. [removed: states.][added: states and the District of Columbia.]

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

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

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

- Texas, which includes all activity related to customer, plant and market operations in [removed: Texas, other than Cottonwood;][added: Texas;]

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

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

NRG sells a variety of products [added: and services] to residential and small commercial customers, in a wide variety of sales channels, including retail [removed: electricity and] [added: electricity,] energy management, [added: demand response and/or virtual power plant programs,] natural gas, [removed: line] and [removed: surge protection products and home protection products, repair and maintenance, and] carbon offsets.

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

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

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

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, [removed: (iii) PPAs] and [removed: Renewable PPAs, and (iv)] [added: (iii)] capacity and other contracted revenue or supply sources, as further discussed below.

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

The Company believes it is adequately hedged, using forward coal supply agreements, for its domestic coal consumption for [removed: 2025.][added: 2026.]

As of December 31, [removed: 2024,] [added: 2025,] NRG had purchased forward contracts to provide fuel for the Company's expected requirements for [removed: 2025.][added: 2026.]

For the domestic fleet, NRG purchased approximately [removed: 13] [added: 15] million tons of coal in [removed: 2024,] [added: 2025,] all of which was Powder River Basin coal.

As of December 31, [removed: 2024,] [added: 2025,] the Company owns [removed: and leases] a diversified wholesale generation portfolio with approximately [removed: 13] [added: 12] GW of fossil fuel, and renewable generation capacity at [removed: 18] [added: 23] plants.

The following table summarizes NRG's generation portfolio as of December 31, [removed: 2024:][added: 2025:]

| Type | | | | | | Texas | | | | | | East | | | | | | [removed: West/Services/Other(b)] [added: West/Other(b)] | | | | | | | | | | | | Total | | |

| [removed: Natural gas | | | | | | 4,353 | | | | | | 80 | | |] [added: Gas] | | | [removed: 1,252] [added: 7] | | | | | | [added: 1] | | | | | | [removed: 5,685] [added: 685] | | |

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

NRG operates and maintains its generation portfolio, as well as approximately 6,200 MW of additional coal, natural gas and wind generation capacity at 13 plants operated on behalf of third parties as of December 31, [removed: 2024] [added: 2025] using prudent industry practices [added: that are designed] for the safe, reliable and economic generation of electricity in compliance with all local, state and federal [removed: requirements.][added: requirements applicable to NRG’s operations.]

NRG develops, engineers and executes major plant projects as well as “new build” [removed: generation] [added: generation, uprates,] and energy storage projects that enhance the value of its generation portfolio and provide options to meet generation growth needs [removed: in the retail markets it serves, in accordance with the Company’s strategic goals.][added: (including BYOP arrangements for data centers and other large load customers).]

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

*Texas Development [removed: Priorities*] [added: Projects*] — During [removed: 2024,] [added: 2025,] NRG advanced progress on three new generation projects aimed at expanding its operational capacity to meet growing retail power supply needs in the ERCOT wholesale electric market.

[removed: These] [added: The] projects include a [removed: new] 415 MW peaker plant at [removed: its] T.H. [removed: Wharton generating station in Texas, which is scheduled] [added: Wharton, expected] to be operational in [removed: 2026 and] [added: June 2026, plus] a [removed: new] 689 MW combined cycle generating facility at [removed: its] Cedar Bayou [removed: generating station in Texas,] [added: 5, and a 443 MW peaker plant at Greens Bayou 6, both of] which [removed: is scheduled] [added: are expected] to be operational in [removed: 2028.][added: mid-2028.]

[removed: These additions to NRG’s portfolio are] [added: The addition of these Texas projects, financed by the TEF,] strategically [removed: aligned] [added: align] with [removed: the Company’s] [added: NRG’s] commitment to [removed: meeting] [added: meet] the growing energy needs of its customers.

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

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

This seamless integration of high-quality products and services resulted in an average customer lifetime of approximately nine years as of December 31, [removed: 2024.][added: 2025.]

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

As of December 31, [removed: 2024,] [added: 2025,] Vivint Smart Home's cloud-based home platform [removed: currently manages] [added: supported] more than [removed: 33] [added: 37] million [added: connected] in-home devices, [removed: and the] [added: representing an] average [removed: customer on Vivint Smart Home's cloud-based home platform engages with the smart home app approximately 17 times per day and has] [added: of] approximately 16 devices [removed: in its home.][added: per household.]

[removed: Operational Statistics][added: Operational Statistics]

| | | | Year [removed: ended] [added: Ended] December [removed: 31,] [added: 31, 2025] | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Home - Texas | | | [removed: 39,353] [added: 38,817] | | | | | | [removed: 40,032] [added: 39,353] | | | | | | [removed: 43,155] [added: 40,032] | | |

| Home - East | | | [removed: 15,229] [added: 15,408] | | | | | | [removed: 12,838] [added: 15,229] | | | | | | [removed: 13,269] [added: 12,838] | | |

| Home - [removed: West/Services/Other] [added: West/Other] | | | [removed: 2,355] [added: 2,542] | | | | | | [removed: 2,243] [added: 2,355] | | | | | | [removed: 2,250] [added: 2,243] | | |

| Business - Texas | | | [removed: 40,274] [added: 39,278] | | | | | | [removed: 40,250] [added: 40,274] | | | | | | [removed: 38,447] [added: 40,250] | | |

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

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

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

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

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

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

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

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

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

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

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

| Natural gas | | | | | | 5,069 | | | | | | 80 | | | | | | 113 | | | | | | | | | | | | 5,262 | | |

| Coal | | | | | | 4,202 | | | | | | 1,538 | | | | | | 605 | | | | | | | | | | | | 6,345 | | |

| Total generation capacity | | | | | | 9,271 | | | | | | 2,073 | | | | | | 932 | | | | | | | | | | | | 12,276 | | |

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

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

| Average retail | | | 312 | | | | | | 324 | | | | | | 324 | | |

| Ending retail | | | 325 | | | | | | 301 | | | | | | 336 | | |

| Home - West/Other | | | | | | | | | | | | | | | | | |

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

| Texas | | | 9,271 | | | | | | 28,728 | | | | | | 70.0 | | % | | | | 11,087 | | | | | | 34.8 | | % |

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

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

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

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

(b)Cottonwood lease ended in May 2025

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

PJM and ISO-NE use a forward capacity auction, while NYISO uses three primary types of capacity auctions: strip auctions held twice a year for six-month terms, monthly auctions held before each month and spot market auctions held days before the start of each month.

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

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

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

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

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

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

Specifically, on July 31, 2025, the Company entered into a $216 million loan agreement with the PUCT under the TEF (the “First TEF Loan”) to support the development of T.H. Wharton, a 415 MW facility.

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

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

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

All three projects are currently under construction.

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

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

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

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

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

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

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

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.

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

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

Renewable PPAs

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

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

The remaining average tenure of these agreements is nine years.

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

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

| Coal | | | | | | 4,174 | | | | | | 1,948 | | | | | | 605 | | | | | | | | | | | | 6,727 | | |

| Total generation capacity | | | | | | 8,527 | | | | | | 2,483 | | | | | | 2,071 | | | | | | | | | | | | 13,081 | | |

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

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.

Vivint Smart Home provides a customized

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

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

| Average retail | | | 395 | | | | | | 393 | | | | | | 383 | | |

| Ending retail | | | 373 | | | | | | 404 | | | | | | 390 | | |

| | | | Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Texas | | | 8,529 | | | | | | 30,776 | | | | | | 74.2 | | % | | | | 11,175 | | | | | | 35.4 | | % |

| East | | | 2,483 | | | | | | 2,016 | | | | | | 85.5 | | % | | | | 13,007 | | | | | | 6.6 | | % |

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

| Gas | | | 1 | | | | | | 685 | | | | | | 537 | | |

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

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

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

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

The law states that it does not impair existing contracts.

*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.

See Item 15 — Note 22, *Commitments and [removed: Contingencies*,] [added: Contingencies* and Note 23, *Regulatory Matters*] 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: 2024.] [added: 2025.] | | |

| [removed: 910 Louisiana] [added: 1301 McKinney] Street, Houston, Texas *(Address of principal executive offices)* | | | | | | [removed: 77002] [added: 77010] *(Zip Code)* | | |

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: $12,225,722,798] [added: $26,643,647,974] based on the closing sale price of [removed: $77.86] [added: $160.58] as reported on the New York Stock Exchange.

| Class | | | | | | Outstanding at January 31, [removed: 2025] [added: 2026] | | |

| Common Stock, par value $0.01 per share | | | | | | [removed: 198,068,576] [added: 214,677,543] | | |

Portions of the Registrant's definitive Proxy Statement relating to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders

| | | | [GLOSSARY OF [removed: TERMS](#i61f494066e64400eaecef59765ac89c0_10)] [added: TERMS](#i6542e2054dac476f8856ad5e7e71cc7c_10)] | | | [removed: [3](#i61f494066e64400eaecef59765ac89c0_10)] [added: [3](#i6542e2054dac476f8856ad5e7e71cc7c_10)] | | |

| | | | [Item 1 — [removed: Business](#i61f494066e64400eaecef59765ac89c0_16)] [added: Business](#i6542e2054dac476f8856ad5e7e71cc7c_16)] | | | [removed: [7](#i61f494066e64400eaecef59765ac89c0_16)] [added: [7](#i6542e2054dac476f8856ad5e7e71cc7c_16)] | | |

| | | | [Item 1A — Risk [removed: Factors](#i61f494066e64400eaecef59765ac89c0_28)] [added: Factors](#i6542e2054dac476f8856ad5e7e71cc7c_28)] | | | [removed: [24](#i61f494066e64400eaecef59765ac89c0_28)] [added: [23](#i6542e2054dac476f8856ad5e7e71cc7c_28)] | | |

| | | | [Item 1B — Unresolved Staff [removed: Comments](#i61f494066e64400eaecef59765ac89c0_31)] [added: Comments](#i6542e2054dac476f8856ad5e7e71cc7c_34)] | | | [removed: [40](#i61f494066e64400eaecef59765ac89c0_31)] [added: [39](#i6542e2054dac476f8856ad5e7e71cc7c_34)] | | |

| | | | [Item 1C — [removed: Cybersecurity](#i61f494066e64400eaecef59765ac89c0_34)] [added: Cybersecurity](#i6542e2054dac476f8856ad5e7e71cc7c_37)] | | | [removed: [40](#i61f494066e64400eaecef59765ac89c0_34)] [added: [39](#i6542e2054dac476f8856ad5e7e71cc7c_37)] | | |

| | | | [Item 2 — [removed: Properties](#i61f494066e64400eaecef59765ac89c0_37)] [added: Properties](#i6542e2054dac476f8856ad5e7e71cc7c_40)] | | | [removed: [42](#i61f494066e64400eaecef59765ac89c0_37)] [added: [41](#i6542e2054dac476f8856ad5e7e71cc7c_40)] | | |

| | | | [Item 3 — Legal [removed: Proceedings](#i61f494066e64400eaecef59765ac89c0_40)] [added: Proceedings](#i6542e2054dac476f8856ad5e7e71cc7c_43)] | | | [removed: [43](#i61f494066e64400eaecef59765ac89c0_40)] [added: [42](#i6542e2054dac476f8856ad5e7e71cc7c_43)] | | |

| | | | [Item 4 — Mine Safety [removed: Disclosures](#i61f494066e64400eaecef59765ac89c0_43)] [added: Disclosures](#i6542e2054dac476f8856ad5e7e71cc7c_46)] | | | [removed: [43](#i61f494066e64400eaecef59765ac89c0_43)] [added: [42](#i6542e2054dac476f8856ad5e7e71cc7c_46)] | | |

| | | | [Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i61f494066e64400eaecef59765ac89c0_49)] [added: Securities](#i6542e2054dac476f8856ad5e7e71cc7c_52)] | | | [removed: [44](#i61f494066e64400eaecef59765ac89c0_49)] [added: [43](#i6542e2054dac476f8856ad5e7e71cc7c_52)] | | |

| | | | [Item 6 — [removed: Reserved](#i61f494066e64400eaecef59765ac89c0_52)] [added: Reserved](#i6542e2054dac476f8856ad5e7e71cc7c_55)] | | | [removed: [45](#i61f494066e64400eaecef59765ac89c0_52)] [added: [44](#i6542e2054dac476f8856ad5e7e71cc7c_55)] | | |

| | | | [Item 7 — Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i61f494066e64400eaecef59765ac89c0_61)] [added: Operations](#i6542e2054dac476f8856ad5e7e71cc7c_64)] | | | [removed: [46](#i61f494066e64400eaecef59765ac89c0_61)] [added: [44](#i6542e2054dac476f8856ad5e7e71cc7c_64)] | | |

| | | | [Item 7A — Quantitative and Qualitative Disclosures About Market [removed: Risk](#i61f494066e64400eaecef59765ac89c0_133)] [added: Risk](#i6542e2054dac476f8856ad5e7e71cc7c_136)] | | | [removed: [77](#i61f494066e64400eaecef59765ac89c0_133)] [added: [73](#i6542e2054dac476f8856ad5e7e71cc7c_136)] | | |

| | | | [Item 8 — Financial Statements and Supplementary [removed: Data](#i61f494066e64400eaecef59765ac89c0_136)] [added: Data](#i6542e2054dac476f8856ad5e7e71cc7c_139)] | | | [removed: [79](#i61f494066e64400eaecef59765ac89c0_136)] [added: [76](#i6542e2054dac476f8856ad5e7e71cc7c_139)] | | |

| | | | [Item 9 — Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i61f494066e64400eaecef59765ac89c0_139)] [added: Disclosure](#i6542e2054dac476f8856ad5e7e71cc7c_142)] | | | [removed: [79](#i61f494066e64400eaecef59765ac89c0_139)] [added: [76](#i6542e2054dac476f8856ad5e7e71cc7c_142)] | | |

| | | | [Item 9A — Controls and [removed: Procedures](#i61f494066e64400eaecef59765ac89c0_142)] [added: Procedures](#i6542e2054dac476f8856ad5e7e71cc7c_145)] | | | [removed: [80](#i61f494066e64400eaecef59765ac89c0_142)] [added: [77](#i6542e2054dac476f8856ad5e7e71cc7c_145)] | | |

| | | | [Item 9B — Other [removed: Information](#i61f494066e64400eaecef59765ac89c0_145)] [added: Information](#i6542e2054dac476f8856ad5e7e71cc7c_148)] | | | [removed: [82](#i61f494066e64400eaecef59765ac89c0_145)] [added: [79](#i6542e2054dac476f8856ad5e7e71cc7c_148)] | | |

| | | | [Item 9C— Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i61f494066e64400eaecef59765ac89c0_151)] [added: Inspections](#i6542e2054dac476f8856ad5e7e71cc7c_154)] | | | [removed: [82](#i61f494066e64400eaecef59765ac89c0_151)] [added: [79](#i6542e2054dac476f8856ad5e7e71cc7c_154)] | | |

| | | | [Item 10 — Directors, Executive Officers and Corporate [removed: Governance](#i61f494066e64400eaecef59765ac89c0_157)] [added: Governance](#i6542e2054dac476f8856ad5e7e71cc7c_160)] | | | [removed: [83](#i61f494066e64400eaecef59765ac89c0_157)] [added: [80](#i6542e2054dac476f8856ad5e7e71cc7c_160)] | | |

| | | | [Item 11 — Executive [removed: Compensation](#i61f494066e64400eaecef59765ac89c0_160)] [added: Compensation](#i6542e2054dac476f8856ad5e7e71cc7c_163)] | | | [removed: [83](#i61f494066e64400eaecef59765ac89c0_160)] [added: [80](#i6542e2054dac476f8856ad5e7e71cc7c_163)] | | |

| | | | [Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i61f494066e64400eaecef59765ac89c0_163)] [added: Matters](#i6542e2054dac476f8856ad5e7e71cc7c_166)] | | | [removed: [83](#i61f494066e64400eaecef59765ac89c0_163)] [added: [80](#i6542e2054dac476f8856ad5e7e71cc7c_166)] | | |

| | | | [Item 13 — Certain Relationships and Related Transactions, and Director [removed: Independence](#i61f494066e64400eaecef59765ac89c0_166)] [added: Independence](#i6542e2054dac476f8856ad5e7e71cc7c_169)] | | | [removed: [84](#i61f494066e64400eaecef59765ac89c0_166)] [added: [81](#i6542e2054dac476f8856ad5e7e71cc7c_169)] | | |

| | | | [Item 14 — Principal Accounting Fees and [removed: Services](#i61f494066e64400eaecef59765ac89c0_169)] [added: Services](#i6542e2054dac476f8856ad5e7e71cc7c_172)] | | | [removed: [84](#i61f494066e64400eaecef59765ac89c0_169)] [added: [81](#i6542e2054dac476f8856ad5e7e71cc7c_172)] | | |

| | | | [Item 15 — [removed: Exhibits,] [added: Exhibits and] Financial Statement [removed: Schedules](#i61f494066e64400eaecef59765ac89c0_175)] [added: Schedules](#i6542e2054dac476f8856ad5e7e71cc7c_178)] | | | [removed: [85](#i61f494066e64400eaecef59765ac89c0_175)] [added: [82](#i6542e2054dac476f8856ad5e7e71cc7c_178)] | | |

| Convertible Senior Notes | | | | | | [removed: As of December 31, 2024, consists of] NRG’s [removed: $232 million] unsecured 2.750% Convertible Senior Notes due [removed: 2048] [added: 2048, which were redeemed on July 8, 2025] | | |

| Cottonwood | | | | | | Cottonwood Generating Station, a 1,139 MW natural gas-fueled [added: plant. NRG leased and operated the] plant [added: through May 2025] | | |

| Receivables Facility | | | | | | NRG Receivables LLC, a bankruptcy remote, special purpose, wholly-owned indirect subsidiary of the Company's $2.3 billion accounts receivables securitization facility due [removed: 2025,] [added: 2026,] which was last amended on June [removed: 21, 2024] [added: 20, 2025] | | |

| Revolving Credit Facility | | | | | | The Company's [removed: $4.2] [added: $4.6] billion revolving credit facility due 2029, which was last amended on [removed: December 20, 2024] [added: May 27, 2025] | | |

| RTO | | | | | | Regional Transmission [removed: Organization] [added: Organization, also referred to as ISOs] | | |

| Senior Notes | | | | | | As of December 31, [removed: 2024,] [added: 2025,] NRG's [removed: $6.2] [added: $9.9] billion outstanding unsecured senior notes consisting of $821 million of 5.750% senior notes due 2028, $733 million of the 5.250% senior notes due 2029, $500 million of the 3.375% senior notes due 2029, $798 million of the 5.750% senior notes due 2029, $1.0 billion of the 3.625% senior notes due 2031, $480 million of the 3.875% senior notes due 2032, $925 million of the 6.000% senior notes due [removed: 2033 and] [added: 2033,] $950 million of the 6.250% senior notes due [added: 2034, $1.3 billion of the 5.750% senior notes due] 2034 [added: and $2.4 billion of the 6.000% senior notes due 2036] | | |

| Senior Secured First Lien Notes | | | | | | As of December 31, [removed: 2024,] [added: 2025,] NRG’s [removed: $2.6] [added: $3.4] billion outstanding Senior Secured First Lien Notes consists of [removed: $500] [added: $900] million of the [removed: 2.000%] [added: 2.450%] Senior Secured First Lien Notes due [removed: 2025, $900] [added: 2027, $500] million of the [removed: 2.450%] [added: 4.450%] Senior Secured First Lien Notes due [removed: 2027, $500] [added: 2029, $625] million of the [removed: 4.450%] [added: 4.734%] Senior Secured First Lien Notes due [removed: 2029 and] [added: 2030,] $740 million of the 7.000% Senior Secured First Lien Notes due 2033 [added: and $625 million of the 5.407% Senior Secured First Lien Notes due 2035] | | |

| Series A Preferred Stock | | | | | | As of December 31, [removed: 2024,] [added: 2025,] 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 | | |

| South Central Portfolio | | | | | | NRG's South Central Portfolio, which owned and operated a portfolio of generation assets consisting of Bayou Cove, Big Cajun-I, Big Cajun-II, Cottonwood and Sterlington, was sold on February 4, 2019. NRG [removed: is leasing back] [added: leased] the Cottonwood facility through May 2025 | | |

| [removed: Tax Act] [added: TCJA] | | | | | | The Tax Cuts and Jobs Act of 2017 | | |

| Common Stock, par value $0.01 | | | NRG | | | NYSE Texas | | |

| [PART I](#i6542e2054dac476f8856ad5e7e71cc7c_13) | | | | | | [7](#i6542e2054dac476f8856ad5e7e71cc7c_16) | | |

| [PART II](#i6542e2054dac476f8856ad5e7e71cc7c_49) | | | | | | [43](#i6542e2054dac476f8856ad5e7e71cc7c_49) | | |

| [PART III](#i6542e2054dac476f8856ad5e7e71cc7c_157) | | | | | | [80](#i6542e2054dac476f8856ad5e7e71cc7c_157) | | |

| [PART IV](#i6542e2054dac476f8856ad5e7e71cc7c_175) | | | | | | [82](#i6542e2054dac476f8856ad5e7e71cc7c_175) | | |

| [EXHIBIT INDEX](#i6542e2054dac476f8856ad5e7e71cc7c_310) | | | | | | [162](#i6542e2054dac476f8856ad5e7e71cc7c_310) | | |

| | | | [Item 16 — Form 10-K Summary](#i6542e2054dac476f8856ad5e7e71cc7c_313) | | | [167](#i6542e2054dac476f8856ad5e7e71cc7c_313) | | |

| Cedar Bayou 5 | | | | | | Cedar Bayou Unit 5 generation facility, a 689 MW natural gas-fueled combined cycle plant | | |

| DOJ | | | | | | U.S. Department of Justice | | |

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

| Greens Bayou 6 | | | | | | Greens Bayou Unit 6 generation facility, a 443 MW natural gas-fueled peaker plant | | |

| IESO | | | | | | Independent Electricity System Operator | | |

| LS Power | | | | | | LS Power Equity Advisors, LLC | | |

| LSP Portfolio | | | | | | The acquisition of a portfolio of natural gas and dual fuel generation and other assets from LS Power | | |

| Net Revenue Rates | | | | | | Sum of retail revenues less TDSP transportation charges | | |

| NRG Receivables | | | | | | NRG Receivables LLC, a wholly-owned indirect subsidiary of the Company | | |

| OECD | | | | | | Organization for Economic Cooperation and Development | | |

| PSU | | | | | | Performance Stock Unit | | |

| Services | | | | | | NRG Services, which primarily includes the services businesses acquired in the Direct Energy acquisition | | |

| TEF | | | | | | Texas Energy Fund | | |

| Texas Generation Portfolio | | | | | | The acquisition of a portfolio of power generation facilities and other assets from Rockland Capital, LLC | | |

| T.H. Wharton | | | | | | T.H. Wharton generation facility includes a 1,002 MW natural gas-fueled plant, which is currently operational, and an additional 415 MW natural gas-fueled peaker plant, which is currently under construction | | |

| | | | | | | | | |

| | | | | | | | | |

| [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) | | |

| Acquisition | | | | | | The acquisition of Vivint Smart Home, Inc. by NRG completed on March 10, 2023 | | |

| REP | | | | | | Retail electric provider | | |

| Winter Storm Elliott | | | | | | A major winter storm that had impacts across the majority of the United States and parts of Canada occurring in December 2022 | | |

The Company’s strategy seeks to align underlying processes not only with industry standards but also [removed: mirror] [added: takes into account] best practices among peer organizations.

The strategy [removed: ensures] [added: helps ensure] a standardized method across all activities at NRG [removed: allowing] [added: that is designed to allow] for consistent recognition, assessment and potential mitigation of significant cybersecurity risks.

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

As of December 31, [removed: 2024,] [added: 2025,] 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 [removed: affect] [added: effect] 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 [removed: affect] [added: effect] on NRG’s business strategy, results of operations, and financial condition in the future.

The CISO has decades of professional experience, education, and certification in security analysis, design, implementation, and management, with a particularly strong background in technical vulnerability [removed: assessment] [added: assessment, threat intelligence,] and [removed: program development.][added: cybersecurity]

[removed: Within various roles throughout the CISO's] [added: Throughout their] career, [removed: he] [added: the CISO] has overseen [removed: information assurance and] cybersecurity [removed: efforts,] [added: efforts across a range of roles,] including [added: responsibility for] critical infrastructure protection in [removed: government agencies] [added: the energy] and [removed: industry.][added: utility sectors.]

The effectiveness of these protocols is routinely [removed: verified] [added: assessed] through tabletop exercises involving relevant teams and Company leadership.

The Board of Directors is primarily responsible for the risk oversight of the Company, and has delegated [added: primary] oversight of risks related to cybersecurity to the Finance and Risk Management ("FARM") Committee of the Board.

The Board 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 [added: help] ensure effective cybersecurity governance.

program development.

Listed below are descriptions of NRG's interests in facilities, operations and/or projects owned [removed: or leased] as of December 31, [removed: 2024.][added: 2025.]

Net MW capacity is adjusted for the Company's owned [removed: or leased] interest as of December 31, [removed: 2024.][added: 2025.]

The Company believes its existing facilities, operations and/or projects are suitable for the conduct of its [removed: business.][added: business and sufficient to support its current operations.]

| Cedar Bayou | | | | | | ERCOT | | | | | | Fossil | | | | | | Natural Gas | | | | | | TX | | | | | | [removed: 1,494] [added: 1,495] | | | | | | [removed: 1,494] [added: 1,495] | | | | | | 100.0 | | | | | |

| Limestone | | | | | | ERCOT | | | | | | Fossil | | | | | | Coal | | | | | | TX | | | | | | [removed: 1,660] [added: 1,688] | | | | | | [removed: 1,660] [added: 1,688] | | | | | | 100.0 | | | | | |

| [removed: Indian River(c)] [added: Powerton(c)] | | | | | | PJM | | | | | | Fossil | | | | | | Coal | | | | | | [removed: DE] [added: IL] | | | | | | [removed: 410] [added: 1,538] | | | | | | [removed: 410] [added: 1,538] | | | | | | 100.0 | | | | | |

| Total East | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2,483] [added: 2,073] | | | | | | [removed: 2,483] [added: 2,073] | | | | | | | | | | | |

| [removed: West/Services/Other] [added: West/Other] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

[removed: (d)Powerton] [added: (c)Powerton] is projected to close by December 31, [removed: 2028] [added: 2029] to comply with [removed: ELG regulations][added: environmental requirements]

[removed: (f)On] [added: (d)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.

NRG owns several real properties and facilities related to its generation assets, [added: interest in construction projects,] other vacant real property unrelated to its generation assets, and properties not used for operational purposes.

| Chamon | | | | | | ERCOT | | | | | | Fossil | | | | | | Natural Gas | | | | | | TX | | | | | | 92 | | | | | | 92 | | | | | | 100.0 | | | | | |

| Port Comfort | | | | | | ERCOT | | | | | | Fossil | | | | | | Natural Gas | | | | | | TX | | | | | | 84 | | | | | | 84 | | | | | | 100.0 | | | | | |

| SJRR | | | | | | ERCOT | | | | | | Fossil | | | | | | Natural Gas | | | | | | TX | | | | | | 90 | | | | | | 90 | | | | | | 100.0 | | | | | |

| Texas Gulf Sulphur (Wharton) | | | | | | ERCOT | | | | | | Fossil | | | | | | Natural Gas | | | | | | TX | | | | | | 75 | | | | | | 75 | | | | | | 100.0 | | | | | |

| Victoria | | | | | | ERCOT | | | | | | Fossil | | | | | | Natural Gas | | | | | | TX | | | | | | 288 | | | | | | 288 | | | | | | 100.0 | | | | | |

| Victoria Port II | | | | | | ERCOT | | | | | | Fossil | | | | | | Natural Gas | | | | | | TX | | | | | | 86 | | | | | | 86 | | | | | | 100.0 | | | | | |

| Total Texas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,523 | | | | | | 9,271 | | | | | | | | | | | |

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

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

| Total West/Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,228 | | | | | | 932 | | | | | | | | | | | |

| Total Fleet | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,824 | | | | | | 12,276 | | | | | | | | | | | |

On December 4, 2025, the CPUC rejected the contract termination agreement

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

| Powerton(d) | | | | | | PJM | | | | | | Fossil | | | | | | Coal | | | | | | IL | | | | | | 1,538 | | | | | | 1,538 | | | | | | 100.0 | | | | | |

| Cottonwood | | | | | | MISO | | | | | | Fossil | | | | | | Natural Gas | | | | | | TX | | | | | | 1,139 | | | | | | 1,139 | | | | | | ___(e) | | | | | |

| Total West/Services/Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,367 | | | | | | 2,071 | | | | | | | | | | | |

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

(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 retired on February 23, 2025

(e)NRG leases 100% interests in the Cottonwood facility through a facility lease agreement expiring in May 2025 and operates the Cottonwood facility

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

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this Form 10-K.

There have been no events that are required to be reported under this Item.

NRG's common stock trades on the New York Stock Exchange [added: and the NYSE Texas] under the symbol "NRG".

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 14,339] [added: 13,562] common stockholders of record.

In [removed: 2024,] [added: 2025,] the Company increased the annual dividend on its common stock to [removed: $1.63] [added: $1.76] per share, representing an 8% increase from [removed: 2023.][added: 2024.]

Consistent with its capital allocation framework, the Company further increased the annual dividend on its common stock by 8% to [removed: $1.76] [added: $1.90] per common share beginning in the first quarter of [removed: 2025.][added: 2026.]

[removed: In October 2024,] [added: (d)Includes] the [removed: Board of Directors authorized an] additional [removed: $1.0 billion for shares repurchases as part of the existing] share repurchase [removed: authorization.][added: program of up to $3.0 billion authorized by the Board of Directors on October 16, 2025]

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: 2024:][added: 2025:]

| For the three months ended December 31, [removed: 2024] [added: 2025] | | | | | | Total Number of Shares [removed: Purchased] [added: Purchased(a)] | | | | | | Average Price Paid per [removed: Share(a)] [added: Share(b)] | | | | | | 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 [removed: millions)(b)] [added: millions)(c)(d)] | | |

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

[removed: (b)Includes] [added: (c)Includes] commissions 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: 2019] [added: 2020] through December 31, [removed: 2024,] [added: 2025,] 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: 2019,] [added: 2020,] 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: 12/31/2019] [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] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

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

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

| (October 1, 2025 to October 31, 2025) | | | | | | 772,500 | | | | | | $ | 167.41 | | | | | 772,500 | | | | | | $ | 3,525 | |

| (November 1, 2025 to November 30, 2025) | | | | | | 701,166 | | | | | | $ | 166.92 | | | | | 701,166 | | | | | | $ | 3,408 | |

| (December 1, 2025 to December 31, 2025) | | | | | | 623,463 | | | | | | $ | 162.29 | | | | | 623,463 | | | | | | $ | 3,307 | |

| Total at December 31, 2025 | | | | | | 2,097,129 | | | | | | $ | 165.72 | | | | | 2,097,129 | | | | | | | | |

(a)Consists of share repurchases made under the $3.7 billion share repurchase authorization

| NRG Energy, Inc. | | | $ | 100.00 | | | | | $ | 122.43 | | | | | $ | 93.70 | | | | | $ | 158.57 | | | | | $ | 283.28 | | | | | $ | 506.68 | |

| S&P 500 | | | 100.00 | | | | | | 129.54 | | | | | | 106.08 | | | | | | 133.97 | | | | | | 167.49 | | | | | | 197.43 | | |

| UTY | | | 100.00 | | | | | | 120.05 | | | | | | 120.83 | | | | | | 109.76 | | | | | | 132.68 | | | | | | 155.39 | | |

In June 2023, the Company announced that the Board of Directors increased the share repurchase authorization of its common stock to $2.7 billion to be executed through 2025.

Through January 31, 2025, the Company completed $2.2 billion of share repurchases under the $3.7 billion 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 | | |

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: 2024.][added: 2025.]

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: 2024] [added: 2025] 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: 2024.][added: 2025.]

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in its report which is included in this Annual Report on Form 10-K.

We have audited NRG Energy, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission*.* In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income/(loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February [removed: 26, 2025] [added: 24, 2026] expressed an unqualified opinion on those consolidated financial statements.

February 24, 2026

February 26, 2025

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement,' as each term is defined in Item 408(a) of Regulation S-K.

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its [removed: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] Annual Meeting of Stockholders.

| Equity compensation plans approved by security holders | | | [removed: 2,852,917] [added: 2,828,281] | | | (1) | | | $ | — | | | | | [removed: 13,648,879] [added: 12,932,953] | | | | | |

| Equity compensation plans not approved by security holders | | | [removed: 2,877,137] [added: 1,312,244] | | | (2) | | | $ | — | | | | | [removed: 12,557,143] [added: 12,893,481] | | | | | |

See [added: Item 15 —] Note 20, *Stock-Based Compensation* for a discussion of the NRG LTIP

On March 10, 2023, in connection with the [removed: Acquisition,] [added: acquisition of Vivint Smart Home,] NRG assumed the Vivint LTIP.

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

See [added: Item 15 —] Note 20, *Stock-Based Compensation* for a discussion of the Vivint LTIP

(3)Consists of [removed: 7,188,824] [added: 6,648,805] shares of common stock under the NRG LTIP, [removed: 12,557,143] [added: 12,893,481] shares of common stock under the Vivint LTIP and [removed: 6,460,055] [added: 6,284,148] shares of treasury stock reserved for issuance under the ESPP

Other information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders.

| Total | | | 4,140,525 | | | | | | $ | — | | | | | 25,826,434 | | | (3) | | |

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

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

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its [removed: 2025] [added: 2026] 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: 2025] [added: 2026] Annual Meeting of Stockholders.

Consolidated Statements of Operations — Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Consolidated Statements of Comprehensive Income/(Loss) — Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Consolidated Balance Sheets — As of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Cash Flows — Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Consolidated Statements of Stockholders' Equity — Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

We have audited the accompanying consolidated balance sheets of NRG Energy, Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income/(loss), stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 26, 2025] [added: 24, 2026] expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

As discussed in Note 3 to the consolidated financial statements, the Company had [removed: $28,130] [added: $30,713] million of revenues.

| (In millions, except per share amounts) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | $ | [removed: 28,130] [added: 30,713] | | | | | $ | [removed: 28,823] [added: 28,130] | | | | | $ | [removed: 31,543] [added: 28,823] | |

| Cost of operations (excluding depreciation and amortization shown below) | | | [removed: 22,100] [added: 24,761] | | | | | | [removed: 26,483] [added: 22,100] | | | | | | [removed: 27,443] [added: 26,483] | | |

| Depreciation and amortization | | | [removed: 1,403] [added: 1,406] | | | | | | [removed: 1,295] [added: 1,403] | | | | | | [removed: 720] [added: 1,295] | | |

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

| Selling, general and administrative costs (excluding amortization of customer acquisition costs of [removed: $204, $125] [added: $295, $204] and [removed: $83,] [added: $125,] respectively, which are included in depreciation and amortization shown separately above) | | | [removed: 2,031] [added: 2,602] | | | | | | [removed: 1,843] [added: 2,345] | | | | | | [removed: 1,145] [added: 2,094] | | |

| Provision for credit losses | | | [removed: 314] [added: 272] | | | | | | [removed: 251] [added: 314] | | | | | | [removed: 11] [added: 251] | | |

| Acquisition-related transaction and integration costs | | | [removed: 30] [added: 74] | | | | | | [removed: 119] [added: 30] | | | | | | [removed: 52] [added: 119] | | |

| Total operating costs and expenses | | | [removed: 25,914] [added: 28,843] | | | | | | [removed: 30,017] [added: 25,914] | | | | | | [removed: 29,577] [added: 30,017] | | |

| [removed: Gain] [added: (Loss)/Gain] on sale of assets | | | [removed: 208] [added: (25)] | | | | | | [removed: 1,578] [added: 208] | | | | | | [removed: 52] [added: 1,578] | | |

| Operating Income | | | [removed: 2,424] [added: 1,845] | | | | | | [removed: 384] [added: 2,424] | | | | | | [removed: 2,018] [added: 384] | | |

| Equity in earnings of unconsolidated affiliates | | | [removed: 20] [added: 11] | | | | | | [removed: 16] [added: 20] | | | | | | [removed: 6] [added: 16] | | |

| Impairment losses on investments | | | [removed: (7)] [added: (39)] | | | | | | [removed: (102)] [added: (7)] | | | | | | [removed: —] [added: (102)] | | |

| Other income, net | | | [removed: 44] [added: 68] | | | | | | [removed: 47] [added: 44] | | | | | | [removed: 56] [added: 47] | | |

| (Loss)/Gain on debt extinguishment | | | [removed: (382)] [added: (10)] | | | | | | [removed: 109] [added: (382)] | | | | | | [removed: —] [added: 109] | | |

| Interest expense | | | [removed: (651)] [added: (741)] | | | | | | [removed: (667)] [added: (651)] | | | | | | [removed: (417)] [added: (667)] | | |

| Total other expense | | | [removed: (976)] [added: (711)] | | | | | | [removed: (597)] [added: (976)] | | | | | | [removed: (355)] [added: (597)] | | |

| [removed: Income/(Loss) Before Income Taxes] [added: Income/(Loss) before income taxes] | | | [removed: 1,448] | | | | | | [removed: (213)] [added: $] | [added: 1,448] | | | | | [removed: 1,663] [added: $] | [added: (213)] | |

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

| Net Income/(Loss) | | | [removed: 1,125] [added: 864] | | | | | | [removed: (202)] [added: 1,125] | | | | | | [removed: 1,221] [added: (202)] | | |

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

| Net Income/(Loss) Available for Common Stockholders | | | $ | [removed: 1,058] [added: 797] | | | | | $ | [removed: (256)] [added: 1,058] | | | | | $ | [removed: 1,221] [added: (256)] | |

| Weighted average number of common shares outstanding — basic | | | [removed: 206] [added: 195] | | | | | | [removed: 228] [added: 206] | | | | | | [removed: 236] [added: 228] | | |

| Income/(Loss) per Weighted Average Common Share — Basic | | | $ | [removed: 5.14] [added: 4.09] | | | | | $ | [removed: (1.12)] [added: 5.14] | | | | | $ | [removed: 5.17] [added: (1.12)] | |

| Weighted average number of common shares outstanding — diluted | | | [removed: 212] [added: 199] | | | | | | [removed: 228] [added: 212] | | | | | | [removed: 236] [added: 228] | | |

| Income/(Loss) per Weighted Average Common Share — Diluted | | | $ | [removed: 4.99] [added: 4.01] | | | | | $ | [removed: (1.12)] [added: 4.99] | | | | | $ | [removed: 5.17] [added: (1.12)] | |

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

| Net Income/(Loss) | | | $ | [removed: 1,125] [added: 864] | | | | | $ | [removed: (202)] [added: 1,125] | | | | | $ | [removed: 1,221] [added: (202)] | |

| Other Comprehensive [removed: (Loss)/Income,] [added: Income/(Loss),] net of tax | | | | | | | | | | | | | | | | | |

| Foreign currency translation adjustments | | | [removed: (22)] [added: 21] | | | | | | [removed: 9] [added: (22)] | | | | | | [removed: (35)] [added: 9] | | |

| Defined benefit plans | | | [removed: (4)] [added: 15] | | | | | | [removed: 30] [added: (4)] | | | | | | [removed: (16)] [added: 30] | | |

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

| Payment for settlement of capped call options(b) | | | (292) | | | | | | — | | | | | | — | | |

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

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

| Retirement of treasury stock(b) | | | | | | | | | | | | | | | (483) | | | | | | | | | | | | 483 | | | | | | | | | | | | — | | |

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

| Capped Call Options(f) | | | | | | | | | | | | | | | (34) | | | | | | | | | | | | | | | | | | | | | | | | (34) | | |

| Settlement of Capped Call Options(f) | | | | | | | | | | | | | | | 287 | | | | | | | | | | | | (287) | | | | | | | | | | | | — | | |

| Conversion of Convertible Senior Notes(h) | | | | | | | | | | | | | | | (313) | | | | | | | | | | | | 313 | | | | | | | | | | | | — | | |

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

period ended September 15, 2023

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

For further discussion*,* see Note 15, *Capital Structure*

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

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

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

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

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

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

within entities engaged in the energy industry.

The Company does not expect the

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

*ASU 2025-05* – In July 2025, the FASB issued ASU No. 2025-05, *Financial Instruments—Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets,* or ASU 2025-05.

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

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

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

*ASU 2025-06 –* In September 2025, the FASB issued ASU No. 2025-06, *Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) — Targeted Improvements to the Accounting for Internal-Use Software*, or ASU 2025-06.

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

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

*ASU 2025-07 –* In September 2025, the FASB issued ASU No. 2025-07, *Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) — Derivative Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract,* or ASU 2025-07.

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

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

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

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

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

*ASU 2025-08* – In November 2025, the FASB issued ASU No. 2025-08, *Financial Instruments—Credit Losses* (Topic 326) — *Purchased Loans*, or ASU 2025-08.

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