NRG Energy (NRG) details CEO handoff to Robert Gaudette and new chair

Rhea-AI Filing Summary

NRG Energy is implementing a planned leadership transition. The board appointed Executive Vice President Robert Gaudette as President effective immediately and as Chief Executive Officer effective April 30, 2026, the date of the next annual meeting of stockholders. He will also stand for election to the board at that meeting.

Current President and CEO Lawrence Coben has stepped down as President but will remain Chief Executive Officer and Chair of the Board through April 30, 2026, then serve as an advisor through the end of the 2026 fiscal year. His departure is stated not to result from any disagreement regarding operations, policies, or practices. Director Antonio Carrillo has been selected to become Chair of the Board when Dr. Coben leaves the board. NRG notes that Gaudette’s CEO and President compensation is not yet finalized and will be disclosed in an amendment, and it has issued a press release attached as Exhibit 99.1.

Insights

Corporate governance analyst

NRG outlines an orderly internal CEO succession with board chair transition and no stated governance dispute.

NRG Energy is promoting long-time executive Robert Gaudette from Executive Vice President to President immediately and to Chief Executive Officer effective April 30, 2026, aligning the change with its next annual meeting. Using an internal candidate typically helps preserve institutional knowledge and continuity in strategic direction, especially when combined with a clear effective date.

Outgoing CEO and Chair Lawrence Coben is stepping down from the President role now but will remain CEO and board chair until April 30, 2026, then stay on as an advisor through the end of the 2026 fiscal year. The company states that his departure does not arise from any disagreement over operations, policies, or practices, which reduces concern about hidden conflicts. The board has also designated director Antonio Carrillo, on the board since 2019, to become Chair when Coben departs, separating the CEO and chair roles and signaling a deliberate succession plan.

Compensation details for Gaudette in his new roles have not yet been determined; the company plans to disclose them in an amendment. Investors can later assess how the eventual pay package aligns with performance incentives and governance norms once that information is filed.

false 0001013871 0001013871 2026-01-06 2026-01-06 0001013871 us-gaap:CommonStockMember nrg:NYSETexasMember 2026-01-06 2026-01-06 0001013871 us-gaap:CommonStockMember exch:XNYS 2026-01-06 2026-01-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

Common Stock, par value $0.01 NRG

NYSE Texas [Member]

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): January 6, 2026

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.)

1301 McKinney Street, Houston, Texas  77010

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 6, 2026, the board of directors (the “Board”) of NRG Energy, Inc. (the “Company”) appointed Robert Gaudette, the Company’s current Executive Vice President, NRG Business and Wholesale Operations, as President of the Company, effective immediately, and as Chief Executive Officer, effective April 30, 2026, the date of the Company’s next annual meeting of stockholders (the “Annual Meeting”). Mr. Gaudette will also be named as a director nominee seeking election at the Annual Meeting.

Concurrently therewith, Lawrence Coben informed the Board of his intention to step down from the Company on April 30, 2026. Dr. Coben will resign as the Company’s President, effective immediately, and will remain as Chief Executive Officer and Chair of the Board through April 30, 2026. Dr. Coben will serve as an advisor to the Company from April 30, 2026 through the end of the 2026 fiscal year in order to facilitate an orderly transition. Dr. Coben’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Dr. Coben’s departure from the Board on April 30, 2026, the Board has appointed Antonio Carrillo, who has served on the Board since 2019, to succeed Dr. Coben as Chair of the Board.

Biographical and other information about Mr. Gaudette is included the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 19, 2025. Mr. Gaudette does not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any persons pursuant to which Mr. Gaudette has been appointed to his position. In addition, there have been no transactions directly or indirectly involving Mr. Gaudette that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As of the filing of this report, the Compensation Committee of the Board and the Board have not finalized the compensation of Mr. Gaudette in connection with his appointment as Chief Executive Officer and President. The Company will provide this information by filing an amendment to this Report after the information becomes available.

Item 7.01 Regulation FD

On January 7, 2026, the Company issued a press release announcing the matters described in Item 5.02 hereof. A copy of the news release is attached hereto and filed as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibits

Exhibit Number		Document
99.1		Press Release, dated January 7, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL)

2

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.

	NRG Energy, Inc.
	(Registrant)
	By:	/s/ Christine A. Zoino
		Christine A. Zoino
		Corporate Secretary
Dated: January 7, 2026

3

FAQ

What leadership changes did NRG (NRG) announce in this report?

NRG announced that Robert Gaudette, previously Executive Vice President for NRG Business and Wholesale Operations, has been appointed President immediately and will become Chief Executive Officer effective April 30, 2026. At the same time, current President and CEO Lawrence Coben has stepped down from the President role but will remain CEO and Chair of the Board until April 30, 2026.

When will Robert Gaudette become CEO of NRG (NRG)?

Robert Gaudette is scheduled to become Chief Executive Officer of NRG Energy effective April 30, 2026, which is the date of the company’s next annual meeting of stockholders.

What is happening with NRG CEO and Chair Lawrence Coben?

Lawrence Coben has resigned as President effective immediately but will continue as Chief Executive Officer and Chair of the Board through April 30, 2026. After leaving the board on that date, he will serve as an advisor to NRG through the end of the 2026 fiscal year. The company states his departure is not due to any disagreement over operations, policies, or practices.

Who will be the next Chair of the Board at NRG (NRG)?

The board has appointed director Antonio Carrillo, who has served on the NRG board since 2019, to succeed Lawrence Coben as Chair of the Board when Dr. Coben leaves the board on April 30, 2026.

Will Robert Gaudette join the NRG board of directors?

Yes. NRG states that Robert Gaudette will be named as a director nominee seeking election to the board at the annual meeting of stockholders on April 30, 2026.

Has NRG (NRG) disclosed Robert Gaudette’s new CEO and President compensation?

No. NRG explains that its Compensation Committee and board have not yet finalized Mr. Gaudette’s compensation for his CEO and President roles and that the company will provide those details in an amendment once available.

Did NRG issue a press release about these leadership changes?

Yes. NRG states that it issued a press release on January 7, 2026, announcing the leadership changes described, and that the release is filed as Exhibit 99.1 and incorporated by reference.