NRG Energy Files 8-K on Definitive Agreement

TL;DR

NRG Energy just signed a big deal, expect financial moves.

AI Summary

On October 8, 2025, NRG Energy, Inc. filed an 8-K report detailing the entry into a material definitive agreement and the creation of a direct financial obligation. The filing indicates NRG Energy, Inc. is subject to the 1934 Securities Exchange Act and is incorporated in Delaware.

Why It Matters

This filing signals a significant new financial commitment or partnership for NRG Energy, Inc., which could impact its future operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements and new financial obligations inherently carry risks related to execution, market conditions, and financial performance.

Key Players & Entities

• NRG ENERGY, INC. (company) — Registrant
• October 8, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-15891 (identifier) — Commission File Number
• 41-1724239 (identifier) — EIN

FAQ

Key Financial Figures

• $0.01 — Common Stock, par value $0.01 NRG NYSE Texas [Member] UNITED ST
• $625 million — on (the "Company"), sold and issued (1) $625 million aggregate principal amount of 4.734% se
• $1,250 million — , 2025, the Company sold and issued (1) $1,250 million aggregate principal amount of 5.750% se
• $2,400 million — tes due 2034 (the "2034 Notes") and (2) $2,400 million aggregate principal amount of 6.000% se
• $500 million — of the 2035 Notes to repay in full its $500 million aggregate principal amount of 2.000% se

Filing Documents

• tm2528192d1_8k.htm (8-K) — 41KB
• tm2528192d1_ex4-1.htm (EX-4.1) — 441KB
• tm2528192d1_ex4-2.htm (EX-4.2) — 828KB
• tm2528192d1_ex4-5.htm (EX-4.5) — 364KB
• tm2528192d1_ex4-6.htm (EX-4.6) — 877KB
• 0001104659-25-097932.txt ( ) — 3199KB
• nrg-20251008.xsd (EX-101.SCH) — 4KB
• nrg-20251008_def.xml (EX-101.DEF) — 27KB
• nrg-20251008_lab.xml (EX-101.LAB) — 37KB
• nrg-20251008_pre.xml (EX-101.PRE) — 26KB
• tm2528192d1_8k_htm.xml (XML) — 6KB

01

Item 1.01. Entry into a Material Definitive Agreement. Senior Secured First Lien Notes due 2030 and 2035 and Senior Notes due 2034 and 2036 On October 8, 2025, NRG Energy, Inc., a Delaware corporation (the "Company"), sold and issued (1) $625 million aggregate principal amount of 4.734% senior secured first lien notes due 2030 (the "2030 Notes") and (2) $625 million aggregate principal amount of 5.407% senior secured first lien notes due 2035 (the "2035 Notes" and, together with the 2030 Notes, the "Secured Notes") pursuant to the terms of a purchase agreement, dated September 24, 2025, among the Company, the guarantors named therein and the initial purchasers named therein. In addition, also on October 8, 2025, the Company sold and issued (1) $1,250 million aggregate principal amount of 5.750% senior notes due 2034 (the "2034 Notes") and (2) $2,400 million aggregate principal amount of 6.000% senior notes due 2036 (the "2036 Notes" and, together with the 2034 Notes, the "Unsecured Notes" and, collectively with the Secured Notes and the 2034 Notes, the "Notes") pursuant to the terms of a purchase agreement, dated September 24, 2025, among the Company, the guarantors named therein and the initial purchasers named therein. The Notes will be guaranteed by each of the Company's current and future wholly-owned U.S. subsidiaries that guarantee the term loans under the Company's credit agreement. The Secured Notes are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Company's credit agreement, which collateral consists of a substantial portion of the property and assets owned by the Company and the guarantors. The Secured Notes were issued under a base indenture, dated October 8, 2025 (the "Secured Notes Base Indenture"), between the Company and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as supplemented by a supplemental indenture, dated October 8, 2025 (the "Secured

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures under Item 1.01 of this Current Report are also responsive to this Item 2.03 and are incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 4.1 Base Indenture, dated October 8, 2025, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes. 4.2 Supplemental Indenture, dated October 8, 2025, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes. 4.3 Form of 4.734% Senior Secured First Lien Notes due 2030 (incorporated by reference to Exhibit 4.2 filed herewith). 4.4 Form of 5.407% Senior Secured First Lien Notes due 2035 (incorporated by reference to Exhibit 4.2 filed herewith). 4.5 Base Indenture, dated October 8, 2025, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Unsecured Notes. 4.6 Supplemental Indenture, dated October 8, 2025, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Unsecured Notes. 4.7 Form of 5.750% Senior Notes due 2034 (incorporated by reference to Exhibit 4.6 filed herewith). 4.8 Form of 6.000% Senior Notes due 2036 (incorporated by reference to Exhibit 4.6 filed herewith). 104 Cover Page Interactive Date File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 8, 2025 NRG ENERGY, INC. (Registrant) By: /s/ Christine A. Zoino Name: Christine A. Zoino Title: Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR