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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
July 22, 2025
Date of Report (Date Earliest Event Reported)
NRG ENERGY, INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation or organization) |
|
001-15891
(Commission File Number) |
|
41-1724239
(IRS Employer
Identification No.) |
| 910 Louisiana Street Houston Texas | | 77002 |
| (Address of Principal Executive Offices) | | (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 |
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 1.01. Entry into a Material Definitive Agreement.
On July 22, 2025, NRG Energy, Inc.,
a Delaware corporation (the “Company”), as borrower, and certain subsidiaries of the Company, as guarantors, entered into
the Fifteenth Amendment to the Second Amended and Restated Credit Agreement (the “Fifteenth Amendment”) with, among others,
Citicorp North America, Inc., as administrative agent and as collateral agent (the “Agent”), and certain financial institutions,
as lenders, which amended the Company’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (the “Credit
Agreement”).
The Fifteenth Amendment amended the Credit Agreement
by, among other things, adding a new incremental term loan B in an aggregate principal amount of $1,000 million (the “Incremental
Term Loan B Facility” and the loans thereunder, the “Incremental Term Loans”), which Incremental Term Loan B Facility
is fungible with the Company’s existing term loan B facility (the “Existing Term Loan B Facility”).
At the Company’s election, the Incremental
Term Loans will bear interest at a rate per annum equal to either: (1) a fluctuating rate equal to the highest of (A) the rate
published by the Federal Reserve Bank of New York in effect on such day, plus 0.50%, (B) the rate of interest per annum publicly
announced from time to time by The Wall Street Journal as the “Prime Rate” in the United States and (C) a rate of one-month
Term SOFR (as defined in the Credit Agreement) plus 1.00%, in each case, plus a margin of 0.75%, or (2) Term SOFR (as defined in
the Credit Agreement) (which will not be less than 0.00%) for a one-, three-, six-month or twelve-month interest period (or such other
period as agreed to by the Agent and the lenders, as selected by the Company), plus a margin of 1.75%.
The Incremental Term Loan B Facility is guaranteed
by each of the Company’s subsidiaries that guarantee the Company’s revolving credit facility and Existing Term Loan B
Facility and is secured on a first lien basis by substantially all of the Company’s and such subsidiaries’ assets, in
each case, subject to certain customary exceptions and limitations set forth in the Credit Agreement.
The Incremental Term Loan B Facility
has a final maturity date of April 16, 2031 and amortizes at a rate of 1% per annum in equal quarterly installments (subject
to any adjustments to such amortization payments to ensure that such Incremental Term Loan B Facility is fungible for U.S. federal tax
purposes with the Company’s Existing Term Loan B Facility).
If an event of default occurs under the Incremental Term
Loan B Facility, the entire principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owing
in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.
The Incremental Term Loan B Facility also
provides for customary asset sale mandatory prepayments, reporting covenants and negative covenants governing dividends, investments,
indebtedness, and other matters that are customary for similar term loan B facilities.
The foregoing description is qualified in its entirety by reference
to the full text of the Fifteenth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and which is incorporated
by reference into this Item 1.01.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
|
Fifteenth
Amendment to Second Amended and Restated Credit Agreement, dated as of July 22, 2025, by and among NRG Energy, Inc., Citicorp
North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders. |
| |
|
|
| 104 |
|
Cover Page Interactive Date File (embedded within the Inline XBRL 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: July 25, 2025
NRG ENERGY, INC.
(Registrant) |
|
| |
|
|
| By: |
/s/ Christine A. Zoino |
|
| |
Name: Christine A. Zoino |
|
| |
Title: Corporate Secretary |
|
