NRG (NRG) files 8-K: Pricing of Notes announced (Ex.99.1)

NRG Energy, Inc. furnished a Form 8-K reporting a Regulation FD disclosure and attaching a press release that announces the pricing of the Notes.

Rhea-AI Filing Summary

NRG Energy, Inc. furnished a Form 8-K reporting a Regulation FD disclosure and attaching a press release that announces the pricing of the Notes. The filing identifies the press release as Exhibit 99.1 and notes the interactive data cover page. The Form 8-K is dated September 24, 2025 and is signed by Christine A. Zoino, Corporate Secretary. The document does not include the Notes' terms or amounts; it serves to make the pricing announcement publicly available under the Exchange Act disclosure rules.

Positive

• Exhibit 99.1 press release announcing the pricing of the Notes was furnished
• Filing cites Regulation FD and includes interactive data cover page, indicating formal public disclosure

Negative

• None.

Insights

Capital Markets Analyst

Company disclosed note pricing via press release; this confirms a financing event occurred.

The filing attaches a press release labeled Exhibit 99.1 that announces the pricing of the Notes, indicating NRG completed a capital markets communication on September 24, 2025. The 8-K cites Regulation FD and includes the interactive data cover page, showing standard public-disclosure protocol was followed.

This is material as a corporate financing communication; however, the filing text does not provide the note amounts, rates, or maturities, so investors must refer to the attached press release or subsequent filings for transactional economics.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NRG (NRG) disclose in its 8-K dated September 24, 2025?

The 8-K furnished a Regulation FD disclosure and attached a press release ( Exhibit 99.1 ) announcing the pricing of the Notes.

Is the press release included in the 8-K and how is it identified?

Yes; the press release announcing the pricing of the Notes is included as Exhibit 99.1 to the Form 8-K.

Does the 8-K provide terms or amounts for the Notes?

No; the filing text supplied here does not disclose the Notes' terms, amounts, rates, or maturities.

Who signed the Form 8-K for NRG?

The Form 8-K is signed by Christine A. Zoino, Corporate Secretary.

Which disclosure rules are referenced in the filing?

The filing references Regulation FD and Rule 425 and solicitation/commencement communications under the Exchange Act rules shown in the filing header.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/24/2025 - 05:23 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2025

NRG ENERGY, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation) 001-15891
(Commission File Number) 41-1724239
(IRS Employer
Identification No.)

910 Louisiana Street, Houston, Texas 77002

(Address of principal executive offices, including zip code)

(713) 537-3000
(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		NRG		New York Stock Exchange
				NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

On September 24, 2025, NRG Energy, Inc. issued a press release announcing the pricing of its concurrent offerings of (1) senior secured first lien notes (the “Secured Notes Offering”), consisting of (i) $625 million aggregate principal amount of 4.734% senior secured first lien notes due 2030 (the “2030 Notes”) and (ii) $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”) and (2) senior unsecured notes (the “Unsecured Notes Offering” and, together with the Secured Notes Offering, the “Offerings”), consisting of (i) $1,250 million aggregate principal amount of 5.750% senior notes due 2034 (the “2034 Notes”) and (ii) $2,400 million aggregate principal amount of 6.000% senior notes due 2036 (the “2036 Notes” and collectively with the Secured Notes and the 2034 Notes, the “Notes”). A copy of the press release announcing the pricing of the Notes is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated September 24, 2025, announcing the pricing of the Notes.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the IXBRL document.

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: September 24, 2025	NRG Energy, Inc.
	(Registrant)
	By:	/s/ Christine A. Zoino
		Christine A. Zoino
		Corporate Secretary