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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 |
