NRG Energy, Inc.'s SEC filings document operating results, capital-structure actions, governance matters, and shareholder voting for a North American energy company that provides electricity, natural gas, smart home solutions, and power generation. Recent Form 8-K reports furnish quarterly results and guidance materials, record senior secured and senior unsecured note issuances, and describe tender offers, consent solicitations, guarantees, collateral terms, and related indenture amendments involving NRG and its subsidiaries.
The company's proxy and governance filings cover director elections, executive compensation and employment arrangements, board succession, annual meeting proposals, and final voting results. Other filings identify NRG common stock registered on the New York Stock Exchange and NYSE Texas and document secondary offering agreements and material definitive agreements affecting ownership and financing.
NRG Energy, Inc. agreed, subject to the Purchase Agreement’s terms and conditions, to cause subsidiaries to sell to Orbit Acquisition Holdco, LLC all issued and outstanding equity interests in nine named entities and their direct and indirect subsidiaries. The aggregate purchase price is $4.0 billion in cash, subject to net working capital and other adjustments.
Closing is expected in 2027 and depends on customary conditions, including the expiration or termination of the Hart-Scott-Rodino waiting period and approvals from the Federal Energy Regulatory Commission and the New York State Public Service Commission. The transaction has no financing condition. Buyer agreed to take required approval actions as promptly as practicable and before May 9, 2027; the End Date may be automatically extended for up to two successive 90-day periods in certain circumstances. Buyer may owe NRG a $200 million termination fee in specified circumstances involving breaches or failure to close. At closing, the parties will enter into transition services and other commercial agreements covering power and fuel management, natural gas supply, and transportation capacity management.
NRG Energy, Inc. reported third-quarter revenue of $9.466 billion, compared with $7.635 billion a year earlier, and net income of $561 million, versus $152 million. Diluted earnings per share were $2.59, compared with $0.69. For the first nine months of 2026, operating cash flow was $2.045 billion, versus $1.790 billion.
NRG completed its acquisition of the LSP Portfolio from LS Power on January 30, 2026, for total consideration of $10.572 billion, comprising $6.844 billion in cash and 24.25 million common shares. The acquisition added 18 natural-gas-fired and dual-fuel facilities totaling approximately 13 GW, doubling generation capacity, and CPower, a demand response platform with more than 2,000 commercial and industrial customers.
On November 9, 2026, NRG entered a definitive agreement with LS Power to sell six natural-gas-fired assets totaling 4.9 GW for cash proceeds of $4 billion, subject to working capital and other closing adjustments. Closing is targeted for the second quarter of 2027, subject to customary closing conditions and regulatory approvals, including HSR, FERC and the New York State Public Service Commission. Upon held-for-sale classification in the fourth quarter of 2026, NRG expects, based on a preliminary assessment, to recognize an impairment charge of approximately $400 million to $600 million, primarily related to goodwill.
NRG Energy agreed to sell six natural-gas-fired generation assets to an affiliate of LS Power for $4 billion in cash, subject to working capital and other closing adjustments. The assets represent 4.9 GW across NYISO, ISO-NE and ERCOT, and the purchase price implies an 8.0x 2027 EV/Adj. EBITDA multiple. The sale is targeted to close in the second quarter of 2027, subject to customary closing conditions and regulatory approvals, including HSR, FERC and NYSPSC approvals.
Upon completion, NRG will own and operate 20 GW of generation capacity, including 10 GW in ERCOT and 10 GW in PJM. By 2028, another 1.1 GW is expected to be operational in ERCOT through the company's remaining two Texas Energy Fund projects. NRG says proceeds will support its $3 billion share-repurchase plan across 2026 and 2027, including an incremental $1 billion expected to begin before the end of the fourth quarter of 2026. Upon closing, NRG plans an additional $2 billion of debt reduction, bringing planned 2027 debt reduction to $3 billion; remaining proceeds are reserved for contracted growth investments or additional debt reduction.
NRG Energy, Inc. reported third-quarter 2026 GAAP net income of $561 million, versus $152 million a year earlier, and adjusted EBITDA of $2.013 billion, versus $1.205 billion. Revenue was $9.466 billion, compared with $7.635 billion. Adjusted measures are non-GAAP.
NRG agreed to sell six natural-gas-fired generation assets totaling 4.9 GW to LS Power for $4 billion in cash proceeds, subject to working capital and other closing adjustments. Closing is expected in the second quarter of 2027, subject to customary closing conditions and regulatory approvals, including HSR, FERC and New York State Public Service Commission approvals. NRG retains its entire PJM portfolio and CPower.
NRG reaffirmed 2026 guidance and initiated 2027 guidance; 2027 Adjusted EBITDA guidance is $5.5 billion to $6 billion and excludes expected sale impacts. Its 2027 base plan includes $1 billion each of debt reduction and share repurchases and an 8% increase in the annual common dividend to $2.05 per share. Repurchases and dividends are subject to satisfactory credit metrics, available capital, market conditions and associated laws and regulations. Expected sale proceeds are to support $3 billion of repurchases across 2026 and 2027, including $1 billion of incremental repurchases expected to begin before the end of the fourth quarter of 2026; upon closing, NRG plans an additional $2 billion of debt reduction. Total liquidity was $6.0 billion, $3.6 billion below December 31, 2025, primarily due to acquisition funding.
FMR LLC and Abigail P. Johnson each reported beneficial ownership of 9,331,174 shares of NRG Energy, Inc. common stock, or 4.4% of the class. FMR LLC reported sole voting power over 8,388,981 shares and sole dispositive power over 9,331,174 shares. Abigail P. Johnson reported no voting power and sole dispositive power over 9,331,174 shares.
NRG Energy, Inc. EVP, President of NRG Business Scott Barton Hart reported acquiring 20 common shares on November 2, 2026. The footnote describes dividend equivalent rights accrued on deferred stock units and/or restricted stock units. Following the reported transaction, Hart held 20,264 shares directly; a separate holding row lists 1,982 shares indirectly by trust.
At NRG Energy, Inc., EVP, Chf Growth & Policy Offc Caroline Golin acquired 34 shares of common stock on November 2, 2026, representing dividend equivalent rights accrued on deferred stock units and/or restricted stock units. The rights become exercisable proportionately with the underlying units and may only be settled in NRG common stock. Golin directly held 7,001 shares after the transaction. A footnote also identifies 80 dividend equivalent rights and a 25-share adjustment to total holdings previously reported on her Form 3 dated August 13, 2026.
NRG Energy, Inc. EVP, Pres. of NRG Wholesale Matthew Pistner acquired 25 common shares on November 2, 2026, representing dividend equivalent rights accrued on deferred stock units and/or restricted stock units. The rights become exercisable proportionately with the underlying units and may be settled only in NRG common stock. The reported price was $0.0000 per share; Pistner's direct holdings after the transaction were 48,428 shares.
NRG Energy, Inc. SVP & Chief Accounting Officer Gerald Alfred Spencer acquired 21 shares on November 2, 2026, representing dividend equivalent rights accrued on deferred stock units and/or restricted stock units. The rights become exercisable proportionately with the underlying units and may be settled only in NRG common stock. Spencer directly held 6,286 shares after the transaction. The footnote also notes 50 shares acquired under NRG's Employee Stock Purchase Plan since his last filing and 147 dividend equivalent rights.
NRG Energy, Inc. reported that Brad Bentley, Executive Vice President and President of NRG Consumer, acquired 102 dividend equivalent rights on November 2, 2026. The rights accrued on deferred stock units and/or restricted stock units, become exercisable proportionately with the underlying units, and may only be settled in NRG common stock. Bentley’s direct holdings following the transaction were 27,895 securities, including 340 dividend equivalent rights.