NRG ENERGY, INC.

On January 30, 2026 (the “Closing Date”), NRG Energy, Inc., a Delaware corporation (the “Company”), completed the previously announced transactions contemplated by the Purchase and Sale Agreement, dated May 12, 2025 (the “Purchase Agreement”), by and among the Company, NRG East Generation Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“Lightning Buyer”), NRG Texas LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“Linebacker Buyer”), NRG Demand Response Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“CCS Buyer”), NRG Gas Development Company, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“JCPD Buyer” and, collectively with Lightning Buyer, Linebacker Buyer and CCS Buyer, the “Buyer Entities”), Lightning Power Holdings, LLC, a Delaware limited liability company (“Lightning PH Seller”), Thunder Generation, LLC, a Delaware limited liability company (“Linebacker Seller”), CCS Power Holdings, LLC, a Delaware limited liability company (“CCS PH Seller”), and Linebacker Power Development Funding, LLC, a Delaware limited liability company (“Linebacker PDF Seller” and, collectively with Lightning PH Seller, Linebacker Seller and CCS PH Seller, the “Sellers”). As a result of the transactions contemplated by the Purchase Agreement, the Buyer Entities acquired all of the issued and outstanding equity interests of Lightning Power, LLC, a Delaware limited liability company (“Lightning”), Linebacker Power Holdings, LLC, a Delaware limited liability company (“Linebacker”), CCS Intermediate HoldCo, LLC, a Delaware limited liability company (“CCS”), and Jack County Power Development, LLC, a Delaware limited liability company (“JCPD” and, collectively with Lightning, Linebacker and CCS and their respective subsidiaries, the “Acquired Companies”). The acquisition of the equity interests, together with the other transactions contemplated by the Purchase Agreement, are referred to herein as the “Transaction.” Capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference into this Item 1.01.

Registration Rights Agreement

On the Closing Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Sellers, who received Stock Consideration (as defined below) in the Transaction (each such Seller, a “Selling Stockholder”), pursuant to which the Sellers will have certain customary “piggy-back” and shelf registration rights relating to the shares of the Company’s common stock comprising the Stock Consideration received by such Sellers as a result of the Transaction.

Pursuant to the Registration Rights Agreement, the Company is required (subject to certain conditions and exceptions) to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 for the resale of the shares of the Company’s common stock comprising the Stock Consideration received by the Sellers as a result of the Transaction.

The shares of Company common stock received by the Selling Stockholders in the Transaction are subject to a lock-up period beginning on the Closing Date and ending on the date that is six (6) months after the Closing Date (July 30, 2026). During the lock-up period, the Selling Stockholders may not transfer their shares, subject to certain exceptions set forth in the Registration Rights Agreement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Voting Agreement

On the Closing Date, in connection with the Selling Stockholders’ receipt of the Stock Consideration in the Transaction, the Selling Stockholders entered into a voting trust agreement with Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), to limit certain voting rights of the Selling Stockholders with respect to their common stock to an aggregate level below ten percent (10%) of the Company’s total outstanding common stock in order to address certain requirements under the Federal Energy Regulation Commission’s rules and regulations and related order approving the Transaction.

Lightning Notes

On the Closing Date, Lightning (an indirect, wholly-owned subsidiary of the Company as of such date) remained the issuer of $1,500 million aggregate principal amount of 7.250% Senior Secured Notes due 2032 (the “Lightning Notes”) issued pursuant to an indenture, dated August 16, 2024 (the “Lightning Indenture”), by and among Lightning, Lightning’s subsidiaries that are guarantors from time to time party thereto, and U.S. Bank Trust Company, National Association, in its capacities as trustee and collateral trustee.

The Lightning Notes accrue interest at a rate of 7.250% per annum, payable semi-annually on February 15 and August 15 of each year. The Lightning Notes mature on August 15, 2032. At any time prior to August 15, 2027, Lightning may redeem all or a part of the Lightning Notes, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium. In addition, on or after August 15, 2027, Lightning may redeem all or part of the Lightning Notes at the redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:

Subject to certain qualifications and exceptions, the Lightning Indenture, among other things, limits Lightning’s ability and the ability of Lightning’s restricted subsidiaries to incur or guarantee additional indebtedness; create or incur liens; make certain restricted payments; and consolidate, merge or transfer all or substantially all of Lightning’s and its subsidiaries’ assets on a consolidated basis.

The foregoing description of the Lightning Indenture and the Lightning Notes does not purport to be complete and is qualified in its entirety by reference to the Lightning Indenture and the Lightning Notes, a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference.

Lightning Credit Facility

On the Closing Date, Lightning (an indirect, wholly-owned subsidiary of the Company as of such date) remains party to a credit agreement (the “Lightning Credit Agreement”) with Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent and various lenders and issuing banks from time to time party thereto. The Lightning Credit Agreement consists of a term loan in an original aggregate principal amount of $1.75 billion (the “Lightning Term Loan”) and revolving loan facility of $600 million (the “Lightning Revolving Facility”). The maturity date of the Lightning Term Loan and the Lightning Revolving Facility is August 16, 2031, and August 16, 2029, respectively. Interest on the Lightning Term Loan accrues at a rate per annum equal to the SOFR rate plus a margin of 2.25%, subject to leverage-based margin step-downs. Interest on revolving credit borrowings under the Lightning Revolving Facility accrues at a rate per annum equal to the SOFR rate plus a margin of 2.00%, subject to leverage-based margin step-downs.

The foregoing description of the Lightning Credit Agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The information set forth in the Introductory Note Item and 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.

As discussed in the Introductory Note above, on the Closing Date, the Company completed the previously announced Transaction contemplated by the Purchase Agreement. As a result of the Transaction, the Acquired Companies became indirect, wholly-owned subsidiaries of the Company.

Subject to the terms and conditions of the Purchase Agreement, the purchase price for the Transaction consisted of (i) $6.4 billion in cash, subject to certain adjustments set forth in the Purchase Agreement (the “Cash Consideration”), (ii) an aggregate of 24,250,000 shares of common stock of the Company, par value $0.01 per share (the “Stock Consideration”), and (iii) the assumption of approximately $3.2 billion of debt of the Acquired Companies.

The Company used a portion of the net proceeds from the previously announced offerings of the $1.25 billion aggregate principal amount of its senior secured notes and $3.65 billion aggregate principal amount of its senior unsecured notes that were issued on October 8, 2025, together with proceeds from certain borrowings under the Company’s revolving credit facility, to fund the Cash Consideration.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

The disclosure set forth in the Introductory Note, Item 1.01 under the heading “Lightning Notes” and “Lightning Credit Facility” of this Current Report on Form 8-K is incorporated herein by reference in this Item 2.03.

The information set forth in the Introductory Note and Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.02. The issuance of the Stock Consideration to the Sellers was completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

On the Closing Date, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report.