UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Senior Secured First Lien Notes due 2030 and 2035 and Senior Notes due 2034 and 2036
On October 8, 2025, NRG Energy, Inc., a Delaware corporation (the “Company”), sold and issued (1) $625 million aggregate principal amount of 4.734% senior secured first lien notes due 2030 (the “2030 Notes”) and (2) $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”) pursuant to the terms of a purchase agreement, dated September 24, 2025, among the Company, the guarantors named therein and the initial purchasers named therein. In addition, also on October 8, 2025, the Company sold and issued (1) $1,250 million aggregate principal amount of 5.750% senior notes due 2034 (the “2034 Notes”) and (2) $2,400 million aggregate principal amount of 6.000% senior notes due 2036 (the “2036 Notes” and, together with the 2034 Notes, the “Unsecured Notes” and, collectively with the Secured Notes and the 2034 Notes, the “Notes”) pursuant to the terms of a purchase agreement, dated September 24, 2025, among the Company, the guarantors named therein and the initial purchasers named therein.
The Notes will be guaranteed by each of the Company’s current and future wholly-owned U.S. subsidiaries that guarantee the term loans under the Company’s credit agreement. The Secured Notes are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Company’s credit agreement, which collateral consists of a substantial portion of the property and assets owned by the Company and the guarantors.
The Secured Notes were issued under a base indenture, dated October 8, 2025 (the “Secured Notes Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated October 8, 2025 (the “Secured Notes Supplemental Indenture”), among the Company, the guarantors named therein and the Trustee. The Unsecured Notes were issued under a base indenture, dated October 8, 2025 (the “Unsecured Notes Base Indenture”), between the Company and the Trustee, as supplemented by a supplemental indenture, dated October 8, 2025 (the “Unsecured Notes Supplemental Indenture”), among the Company, the guarantors named therein and the Trustee. The 2030 Notes mature on October 15, 2030 and bear interest at a rate of 4.734% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2026. The 2035 Notes mature on October 15, 2035 and bear interest at a rate of 5.407% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2026. The 2034 Notes mature on January 15, 2034 and bear interest at a rate of 5.750% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2026. The 2036 Notes mature on January 15, 2036 and bear interest at a rate of 6.000% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2026.
The sale of the Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes were sold on a private placement basis to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S promulgated under the Securities Act.
The Company intends to use a portion of the net proceeds from the notes offerings to partially fund the cash portion of the purchase price of its previously announced acquisition of the issued and outstanding equity interests of Lightning Power, LLC, Linebacker Power Holdings, LLC, CSS Intermediate HoldCo, LLC and Jack County Power Development, LLC. In addition, the Company intends to use a portion of the net proceeds from the offering of the 2035 Notes to repay in full its $500 million aggregate principal amount of 2.000% senior secured first lien notes on the maturity date on December 2, 2025.
The foregoing description is qualified in its entirety by reference to the full text of the Secured Notes Base Indenture, the Secured Notes Supplemental Indenture, the Unsecured Notes Base Indenture, the Unsecured Notes Supplemental Indenture and the forms of each series of the Notes, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8, respectively, to this Current Report and each of 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
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: October 8, 2025
| NRG ENERGY, INC. | ||
| (Registrant) | ||
| By: | /s/ Christine A. Zoino | |
| Name: Christine A. Zoino | ||
| Title: Corporate Secretary | ||