Every 8-K that NRG Energy, Inc. (NRG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NRG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NRG filings page.
NRG Energy reported strong second-quarter 2026 results, with GAAP net income of $506 million (vs a $104 million loss a year earlier), GAAP basic EPS of $2.32, and GAAP cash from operations of $1,117 million. Revenue was $7,481 million, and non-GAAP metrics included Adjusted EBITDA of $1,217 million, Adjusted Net Income of $315 million, Adjusted EPS of $1.49, and Free Cash Flow before Growth Investments (FCFbG) of $1,025 million.
Management reaffirmed full-year 2026 guidance, including Adjusted EBITDA of $5,325–$5,825 million, Adjusted EPS of $7.90–$9.90, and FCFbG of $2,800–$3,300 million. The company plans to return $1.0 billion via share repurchases and about $407 million in dividends in 2026 and has already repurchased $932 million of stock and paid $202 million in dividends through July 31. NRG also advanced its Bring Your Own Power data-center strategy with a 1.2 GW CCGT project framework in Texas, achieved commercial operations at the 415 MW T.H. Wharton plant, and reported $5.3 billion of total liquidity as of June 30, 2026.
NRG Energy, Inc. reports results from PJM Interconnection's capacity auction for the 2028-2029 delivery year. NRG's total cleared power plant generation capacity in PJM was 6,839 MW at an average clearing price of $325 per MW-day.
The company also includes cautionary language regarding forward-looking statements and refers readers to its most recent annual, quarterly and current reports filed with the SEC for additional risks and uncertainties.
NRG Energy appointed Glenn Wright as an independent director, effective May 26, 2026, and named him to the Board’s Finance and Risk Management Committee. He will serve until a successor is elected or he departs earlier.
Dr. Wright, age 60, has deep experience in power, gas, and integrated energy solutions, most recently as Senior Vice President, Shell Energy Americas and CEO of Shell New Energies, US from 2020 to 2025. His appointment increases the NRG Board to 11 members and is described as reinforcing its governance and stewardship as the company advances its strategy.
NRG Energy, Inc. reported first-quarter 2026 results with GAAP net income of $125 million and revenue of $10.3 billion, both compared to much higher profit a year earlier. GAAP EPS was $0.52, while non-GAAP Adjusted Net Income was $308 million and Adjusted EPS $1.49.
Adjusted EBITDA was $1,080 million and Free Cash Flow before Growth Investments was $(66) million, reflecting working capital and acquisition effects. Management reaffirmed full-year 2026 guidance for Adjusted EBITDA of $5.3–$5.8 billion and FCFbG of $2.8–$3.3 billion, and detailed a $1.0 billion share repurchase and ~$407 million dividend return plan.
The quarter included closing a large acquisition of generation assets and CPower from LS Power, a leadership transition with Robert Gaudette becoming CEO, strong performance of the Vivint Smart Home segment, progress on 1.5 GW of Texas Energy Fund projects, and liquidity of $3.3 billion after funding the acquisition.
NRG Energy, Inc. reported the results of its annual meeting of stockholders held on April 30, 2026. Stockholders elected all ten director nominees, each receiving a majority of votes cast, with support levels generally above 160 million votes for each candidate.
Stockholders approved an advisory resolution on executive compensation, with 161,705,353 votes for and 23,327,618 against. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, with 190,836,342 votes for and 7,590,890 against.
Stockholders approved the NRG Energy, Inc. 2026 Long-Term Incentive Plan, with 178,246,024 votes for and 6,777,642 against. They also approved a stockholder proposal to give shareholders the ability to call a special shareholder meeting, with 102,919,685 votes for and 82,121,166 against.
NRG Energy, Inc. filed an amended report to detail the employment agreement for incoming President and Chief Executive Officer Robert J. Gaudette and the transition and retirement arrangements for outgoing CEO Lawrence S. Coben.
Mr. Gaudette’s agreement, effective April 30, 2026, provides a $1,200,000 annual base salary, a target annual bonus equal to 125% of base salary, eligibility for long-term equity awards, and a 2026 supplemental grant of relative performance stock units with a target grant-date fair value of $5,072,285. He is entitled to severance payments if terminated without cause or for good reason, including cash based on multiples of salary and target bonus, prorated bonus for the year of termination, and COBRA premium reimbursements, along with non-competition, non-solicitation, and other restrictive covenants.
Dr. Coben’s transition and retirement agreement provides for service as a non-executive advisor from April 30, 2026 through January 4, 2027 (or later if agreed), with a $739,500 annualized base salary, continued benefit participation, a 2026 bonus opportunity with a $1,848,750 target prorated for his CEO service period, business expense reimbursement, and continued vesting of qualifying equity awards granted at least 12 months before April 30, 2026.
NRG Energy, Inc. completed a major refinancing that includes new notes and a term loan and advanced the planned retirement of subsidiary Lightning Power’s secured notes. The company issued $500 million of 4.955% senior secured first lien notes due 2031, along with $1,050 million of 5.875% senior notes due 2034 and $1,050 million of 6.125% senior notes due 2036, all guaranteed by key U.S. subsidiaries.
NRG also added a $900.0 million Incremental Term Loan B Facility under its credit agreement, maturing in 2033 and bearing interest at either the Alternate Base Rate plus 0.75% or Term SOFR plus 1.75%. NRG plans to use proceeds from the notes and term loan to repay revolving credit borrowings, fund Lightning’s tender offer for its 7.250% senior secured notes due 2032, cover fees and premiums, and for general corporate purposes, including other debt repurchases.
Lightning’s tender offer produced strong early participation: holders tendered about $1,495,054,000 of the $1,500 million 7.250% notes, or roughly 99.67% of the outstanding amount, by the Early Tender Deadline. Early tendering holders are eligible to receive total consideration of $1,063.75 per $1,000 principal, including a $50 early tender payment. Lightning has received sufficient consents to implement indenture covenant changes and release collateral, and has issued a notice of redemption for remaining notes at the tender offer consideration plus accrued interest, subject to conditions.
NRG Energy, Inc. is overhauling its debt structure through new note offerings and a targeted bond buyback. The company has priced $500 million of 4.955% senior secured first lien notes due 2031, $1,050 million of 5.875% senior unsecured notes due 2034, and $1,050 million of 6.125% senior unsecured notes due 2036. These Notes will be guaranteed by key U.S. subsidiaries and, for the secured tranche, backed by a first‑priority lien on a substantial portion of NRG’s and the guarantors’ assets. NRG plans to use proceeds, together with a proposed $900 million term loan B, to repay borrowings under its revolving credit facility and fund a cash tender offer by wholly owned subsidiary Lightning Power, LLC for up to $1,500 million of its outstanding 7.250% senior secured notes due 2032, including premiums, fees and related costs.
NRG Energy, Inc. reported that director E. Spencer Abraham informed the Board on April 2, 2026 of his intention to resign from the Board, effective April 3, 2026, for personal reasons. The company states his resignation did not result from any disagreement with the company, its management, or the Board regarding operations, policies, or practices.
The company also notes that, as previously disclosed in its proxy statement filed on March 18, 2026, Secretary Abraham is not standing for re-election at NRG’s annual stockholder meeting scheduled for April 30, 2026, as part of the Board’s ongoing succession planning.
NRG Energy is supporting a secondary public offering of 14,300,000 shares of its common stock by affiliates of LS Power at $164.00 per share, while also agreeing to repurchase $300 million of its own shares in a concurrent private transaction. The selling stockholders, not NRG, will receive the offering’s approximately $2,345,200,000 in gross proceeds, and have granted underwriters a 30-day option to buy up to 2,145,000 additional shares. NRG’s buyback is being executed under its existing share repurchase program and closed concurrently with the upsized offering.
NRG Energy, Inc. filed an 8‑K to provide detailed historical and pro forma financial information for its acquisition of Lightning Power, Linebacker Power Funding, CCS Power Finance and related entities, a transaction that closed on January 30, 2026.
The filing adds audited 2025 financial statements for the acquired businesses and unaudited pro forma combined financial information for NRG as of and for the year ended December 31, 2025, reflecting the Transaction’s impact. Lightning Power, LLC reported 2025 total revenues of $2,114,727 thousand and net income of $207,725 thousand, with operating cash flow of $640,173 thousand and significant long‑term debt and derivative positions.
The new exhibits supersede and supplement earlier acquisition financials previously furnished, giving investors a fuller view of the acquired power generation portfolio’s scale, leverage and risk‑management activity before consolidation into NRG.
NRG Energy reported strong full-year 2025 results while transforming its power portfolio. Revenue was $30.7 billion and GAAP net income was $864 million, down from $1.1 billion mainly due to non-cash mark-to-market hedge losses. Adjusted EBITDA rose to $4.1 billion and Adjusted EPS increased to $8.24 from $6.83, and Free Cash Flow before Growth reached $2.2 billion.
The company completed the acquisition of 13 GW of gas and dual-fuel generation assets plus CPower from LS Power, effectively doubling its generation capacity and expanding demand response capabilities. It closed $1.15 billion of low-interest Texas Energy Fund financing to support 1.5 GW of new Texas projects, with the first unit expected online in June 2026.
NRG returned $1.6 billion to shareholders in 2025 through $1.3 billion of share repurchases and $344 million of dividends, funded in part by issuing $4.9 billion of new notes and other debt activity. Total liquidity increased to $9.6 billion at year-end. For 2026, NRG reaffirmed guidance with Adjusted EBITDA of $5.3–$5.8 billion, Adjusted EPS of $7.90–$9.90, and Free Cash Flow before Growth of $2.8–$3.3 billion.
NRG Energy, Inc. filed a current report describing the appointment of Sanjay Kapoor as an independent director, effective February 3, 2026. He will serve on the Board of Directors until a successor is elected or he departs earlier, and has also been appointed to the Board’s Audit Committee.
Kapoor, age 65, previously served as Executive Vice President and Chief Financial Officer of Spirit AeroSystems from 2013 to 2019 and held senior roles at Raytheon and United Technologies. He currently sits on the boards of Crane Company and SAAB, Inc. He will participate in NRG’s director compensation program described in the 2025 proxy statement. NRG also issued a press release about his appointment, furnished as Exhibit 99.1.
NRG Energy, Inc. filed an amended Form 8-K to add historical and unaudited pro forma financial statements for recently acquired power businesses. The amendment covers entities including Lightning Power, Linebacker Power Holdings, CCS Intermediate HoldCo and Jack County Power Development, together with their subsidiaries.
The company also references its earlier Rockland Acquisition, where it acquired six power generation facilities from Rockland Capital, LLC, adding 738 MW of natural gas-fired assets in Texas. New unaudited pro forma combined financial information presents a balance sheet as of September 30, 2025 and statements of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025, reflecting the Transaction and Rockland Acquisition.
The filing includes extensive forward-looking statement language describing potential synergies, impacts on the company’s credit profile and operating performance, and outlines numerous risks such as integration challenges, energy market volatility, regulatory changes, cybersecurity, weather events and execution of its capital allocation and net debt plans.
NRG Energy, Inc. filed a Form 8-K to announce that it has updated its previously communicated financial guidance for the year ended December 31, 2026. The revision reflects the expected contribution from the portfolio of assets acquired from LS Power.
The company notes that its guidance for Adjusted Net Income, Adjusted EBITDA, Adjusted EPS and Free Cash Flow before Growth represents estimates as of February 2, 2026, based on assumptions it considered reasonable at that time. NRG also includes extensive cautionary language about forward-looking statements, highlighting integration risks from the LS Power assets, market volatility, regulatory changes, cybersecurity, smart home business risks and capital markets conditions.
NRG Energy, Inc. completed its previously announced acquisition of Lightning, Linebacker, CCS and Jack County power assets, making them indirect wholly owned subsidiaries. The purchase price includes $6.4 billion in cash, 24,250,000 shares of NRG common stock and the assumption of about $3.2 billion of debt.
Sellers receiving stock entered into a registration rights agreement requiring NRG to file a Form S-3 for resale and are subject to a six-month lock-up ending July 30, 2026, plus a voting trust that caps their voting power below 10% of NRG’s outstanding shares.
The acquired Lightning business remains issuer of $1.5 billion of 7.250% senior secured notes due 2032 and is party to a credit facility with a $1.75 billion term loan and $600 million revolving line, both with SOFR-based interest and long-dated maturities.
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.
NRG Energy, Inc. reported that board member Kevin T. Howell informed the Board of his intention to resign, effective immediately as of January 2, 2026, in order to pursue another opportunity. The company stated that his decision to step down was not due to any disagreement with NRG, its management, or the Board regarding operations, policies, or practices. This update focuses solely on this change in the composition of the Board of Directors.
NRG Energy, Inc. furnished a Form 8-K to announce it issued a press release with financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and is incorporated by reference.
The filing is dated November 6, 2025, and lists the company’s common stock under the symbol NRG on the New York Stock Exchange. No additional financial details are provided in the text of this report.
NRG Energy, Inc. disclosed a major private debt financing, issuing four series of notes to institutional investors. The company sold $625 million of 4.734% senior secured first lien notes due 2030, $625 million of 5.407% senior secured first lien notes due 2035, $1,250 million of 5.750% senior notes due 2034 and $2,400 million of 6.000% senior notes due 2036.
The secured notes are backed by a first-priority lien on a substantial portion of the assets of NRG and its guarantor subsidiaries and share collateral with its existing credit agreement. All notes are guaranteed by current and future wholly owned U.S. subsidiaries that guarantee the term loans.
NRG intends to use part of the net proceeds to fund the cash portion of the purchase price for its previously announced acquisitions of interests in Lightning Power, Linebacker Power Holdings, CSS Intermediate HoldCo and Jack County Power Development, and to use part of the 2035 notes proceeds to repay $500 million of 2.000% senior secured first lien notes at their December 2, 2025 maturity.
NRG Energy disclosed that its indirect subsidiary NRG Cedar Bayou 5 LLC entered into a new credit agreement for up to $561,901,530 with the Public Utility Commission of Texas to help fund a new power plant. The loan is intended to cover about 60% of the eligible costs to develop, construct, and install an approximately 721 MW natural gas-fired combined-cycle facility in Chambers County, Texas.
The loan carries a fixed interest rate of 3.00%, with interest paid in kind and added to principal until the project reaches commercial operation. The debt matures on September 26, 2045, and NRG agreed to guarantee the borrower’s payment obligations. The agreement includes covenants limiting additional debt and asset sales and allows the lender to accelerate repayment if the plant is not in commercial operation by December 1, 2028 or other default events occur.
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.
NRG Energy, Inc. filed an 8-K dated September 24, 2025 disclosing the inclusion of multiple audited and unaudited consolidated and combined financial statements for related entities and projects as exhibits to the filing. The exhibits list includes audited and unaudited financial statements for Lightning Power, LLC; Fund III Projects; Gridiron Intermediate Holdings, LLC; Linebacker Power Funding, LLC; and CCS Power Finance Co, LLC, plus related KPMG LLP consents. The filing also references a press release dated September 24, 2025 announcing the Offerings and an unaudited pro forma combined financial statement giving effect to the LSP Acquisition.
The filing is primarily an exhibits and consent disclosure: it incorporates historical audited and interim financial statements and pro forma information by reference and provides independent auditor consents and a press release announcing the Offerings.
NRG Energy, Inc. filed a Form 8-K to inform investors that it has updated its financial guidance for the year ending December 31, 2025. The company announced this change through a press release dated September 17, 2025, which is attached as an exhibit and incorporated by reference.
The filing emphasizes that the updated guidance and related information are furnished under Regulation FD rather than filed, which affects how they are treated under securities laws. NRG also includes an extensive cautionary statement explaining that its guidance and other forward-looking statements are based on current expectations and are subject to numerous risks, including completion and integration of a proposed acquisition of assets from LS Power, energy market volatility, regulatory changes, cybersecurity and data privacy risks, operational issues, smart home and security market risks, and its ability to maintain investment grade credit metrics and execute its capital allocation plans.