NRG ENERGY, INC.

Except as set forth below, there were no material changes to the Risk Factors disclosed in Part I, Item 1A, Risk Factors, of the Company’s 2025 Form 10-K.

The proposed sale of assets to LS Power could be delayed or fail to close, or otherwise cause unanticipated issues, which could adversely affect NRG’s business, results of operations and financial condition.

As described in Note 4, Acquisitions and Dispositions, NRG entered into a purchase and sale agreement with LS Power pursuant to which NRG agreed to sell certain generation assets. The proposed sale is subject to various closing conditions (including the receipt of consents and regulatory approvals), which are outside of NRG’s control, and it cannot be predicted with certainty whether all of the required closing conditions will be satisfied or waived. In addition, regulators could impose additional requirements or obligations as conditions for their approval, which may be burdensome. If such closing conditions are not met or additional obligations are imposed, the proposed sale may not be consummated at all or may encounter delays or other roadblocks that are not currently anticipated. The price of NRG’s stock may reflect an assumption that the pending sale will occur and failure to complete the proposed sale could result in a decline of NRG’s stock price. In addition, even if NRG completes the proposed sale, the actual impact on NRG’s business and financial results may differ from the anticipated results.