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Long-term Debt and Finance Leases
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Long-term Debt and Finance Leases Long-term Debt and Finance Leases
Long-term debt and finance leases consisted of the following:
As of December 31,
(In millions, except rates)20252024Interest rate %
Recourse debt:
Senior Notes, due 2028$821 $821 5.750
Senior Notes, due 2029733 733 5.250
Senior Notes, due 2029500 500 3.375
Senior Notes, due 2029798 798 5.750
Senior Notes, due 20311,030 1,030 3.625
Senior Notes, due 2032480 480 3.875
Senior Notes, due 2033925 925 6.000
Senior Notes, due 2034950 950 6.250
Senior Notes, due 20341,250 — 5.750
Senior Notes, due 20362,400 — 6.000
Convertible Senior Notes, due 2048— 232 2.750
Senior Secured First Lien Notes, due 2025— 500 2.000
Senior Secured First Lien Notes, due 2027900 900 2.450
Senior Secured First Lien Notes, due 2029500 500 4.450
Senior Secured First Lien Notes, due 2030625 — 4.734
Senior Secured First Lien Notes, due 2033740 740 7.000
Senior Secured First Lien Notes, due 2035625 — 5.407
Term Loan B, due 20312,299 1,317 
SOFR + 1.750
Tax-exempt bonds466 466 
4.000 - 4.750
T.H. Wharton TEF loan, due 2045189 — 3.000
Cedar Bayou 5 TEF loan, due 2045255 — 3.000
Greens Bayou 6 TEF loan, due 204590 — 3.000
Subtotal recourse debt16,576 10,892 
Finance leases24 14 various
Subtotal long-term debt and finance leases (including current maturities)16,600 10,906 
Less current maturities(31)(996)
Less debt issuance costs(146)(86)
Discounts(11)(12)
Total long-term debt and finance leases$16,412 $9,812 

Debt includes the following discounts:
As of December 31,
(In millions)20252024
Senior Secured First Lien Notes, due 2027, 2029 and 2033$(8)$(10)
Term Loan B, due 2031(3)(2)
Total discounts
$(11)$(12)
Consolidated Annual Maturities
As of December 31, 2025, annual payments based on the maturities of NRG’s debt and finance leases are expected to be as follows:
 (In millions)
2026$31 
2027930 
2028907 
20292,565 
2030663 
Thereafter11,504 
Total$16,600 
Recourse Debt
Issuance of Unsecured Notes and Secured Notes
On October 8, 2025, the Company issued $3.65 billion in aggregate principal amount of the New Unsecured Notes. The New Unsecured Notes are senior unsecured obligations of the Company and are guaranteed by its wholly-owned U.S. subsidiaries that guarantee the term loans under the Senior Credit Facility. Interest on the 2034 Notes is paid semi-annually beginning on July 15, 2026 until the maturity date of January 15, 2034. Interest on the 2036 Notes is paid semi-annually beginning on July 15, 2026 until the maturity date of January 15, 2036.
On October 8, 2025, the Company also issued $1.25 billion in aggregate principal amount of the New Secured Notes. The New Secured Notes are senior secured obligations of the Company and are guaranteed by its wholly-owned U.S. subsidiaries that guarantee the term loans under the Senior Credit Facility. The New 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 Senior Credit Facility, which collateral consists of a substantial portion of the property and assets owned by the Company and the guarantors. Interest on the 2030 Notes is paid semi-annually beginning on April 15, 2026 until the maturity date of October 15, 2030. Interest on the 2035 Notes is paid semi-annually beginning on April 15, 2026 until the maturity date of October 15, 2035.
The Company used the net proceeds from the New Unsecured Notes and a portion of the net proceeds from the New Secured Notes to partially fund the cash portion of the purchase price of the acquisition of the LSP Portfolio, which closed on January 30, 2026. In addition, the Company used a portion of the net proceeds from the 2035 Notes to repay in full $500 million aggregate principal amount of its 2.000% Senior Secured Notes due 2025 on the maturity date of December 2, 2025.
Senior Secured Note Redemption
On December 2, 2025, the Company redeemed $500 million in aggregate principal amount of its 2.000% Senior Secured Notes due 2025, at a redemption price equal to 100.000% for $505 million, which included the payment of $5 million of accrued interest, using part of the net proceeds from the offering of the 2035 Notes.
Senior Note Redemptions
During the year ended December 31, 2024, the Company redeemed $375 million in aggregate principal amount of its 6.625% Senior Notes due 2027, at a redemption price equal to 100.000% for $382 million, which included the payment of $7 million of accrued interest, using the net proceeds from the offering of the Notes and cash on hand. In connection with the redemption, the Company wrote-off $1 million of previously deferred financing costs and other fees, which was recorded to loss on debt extinguishment.
During the year ended December 31, 2023, the Company redeemed $620 million in aggregate principal amount of its 3.875% Senior Notes, due 2032, for $509 million, which included the payment of $7 million of accrued interest, using cash on hand at an average early redemption percentage of 81%. In connection with the redemption, a $109 million gain on debt extinguishment was recorded, which included the write-off of previously deferred financing costs and other fees of $9 million.
Senior Secured Bridge Facility
In connection with the acquisition of the LSP Portfolio, the Company entered into a commitment letter for a senior secured bridge facility with certain financial institutions in a principal amount not to exceed $4.4 billion for the purposes of paying a portion of the cash consideration for the acquisition and related fees and expenses. The Bridge Facility was terminated on October 8, 2025 following the issuance of the New Unsecured Notes and the New Secured Notes.
Senior Credit Facility
Amendment to Term Loan
On July 22, 2025, the Company and APX Group LLC, as borrowers, and certain subsidiaries of the Company, as guarantors, entered into the Fifteenth Amendment with, among others, the Agent, and certain financial institutions, as lenders, which amended the Credit Agreement.
The Fifteenth Amendment amended the Credit Agreement by adding a new incremental Term Loan B in an aggregate principal amount of $1.0 billion (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”). The terms of the Incremental Term Loans are identical to those applicable to the Company’s 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 1.00% 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.
Revolving Credit Facility
On May 27, 2025, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Fourteenth Amendment to the Credit Agreement in order to (i) increase the commitments under the Revolving Credit Facility by the Incremental Commitments to an aggregate amount equal to $4.6 billion and (ii) make certain other amendments to the Credit Agreement. The terms of the Incremental Commitments (including pricing) are identical to those applicable to, and constitute the same class as the existing commitments under, the Revolving Credit Facility.
As of December 31, 2025, there were no outstanding borrowings and there were $200 million in letters of credit issued under the Revolving Credit Facility. As of January 31, 2026, $2.8 billion of borrowings were outstanding.
2048 Convertible Senior Notes
Convertible Senior Notes Redemption
On May 15, 2025, the Company issued a notice of redemption for the Convertible Senior Notes. On the Redemption Date, the Company used cash on hand to redeem $12 million in aggregate principal amount of the Convertible Senior Notes, at a redemption price equal to 100.000%. The holders of the remaining outstanding Convertible Senior Notes elected to convert their Convertible Senior Notes prior to the Redemption Date and received $220 million in cash with respect to the remaining principal amount of the Convertible Senior Notes and a total of 3,986,335 shares for the conversion premium.
The following table details the interest expense recorded in connection with the Convertible Senior Notes:
For the years ended December 31,
(In millions, except percentages)202520242023
Contractual interest expense$3 $9 $16 
Amortization of discount and deferred finance costs— 1 2 
Total$3 $10 $18 
Effective Interest Rate1.62 %3.08 %3.18 %
Convertible Senior Notes Repurchases
During the year ended December 31, 2024, the Company repurchased $343 million in aggregate principal of the Convertible Senior Notes using cash of $603 million, as detailed in the table below, which resulted in a $260 million loss on debt extinguishment for the period.
(In millions, except percentages)
Settlement PeriodPrincipal Repurchased
Cash Paid(a)
Average Repurchase Percentage
March 2024$92 $151 162.356%
April 2024251 452 179.454%
Total Repurchases$343 $603 
(a)Includes accrued interest of $1 million and $2 million for the March and April repurchases, respectively
Capped Call Options
During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties to effectively lock in a conversion premium of $257 million on the remaining $232 million in aggregate principal amount of the Convertible Senior Notes. In the second quarter of 2025, the expiration date of the options was extended from June 1, 2025 to July 8, 2025. The Capped Calls were exercised and settled on July 8, 2025 in connection with the redemption of the Convertible Senior Notes. For further discussion see Note 15, Capital Structure.
Senior Notes Early Redemption
As of December 31, 2025, the Company had the following outstanding issuances of senior notes with an early redemption feature, or Senior Notes:
i.5.250% senior notes, issued May 24, 2019 and due June 15, 2029, or the 5.250% 2029 Senior Notes;
ii.5.750% senior notes, issued October 30, 2024 and due July 15, 2029, or the 5.750% 2029 Senior Notes;
iii.3.625% senior notes, issued December 2, 2020 and due February 15, 2031, or the 2031 Senior Notes;
iv.3.875% senior notes, issued August 23, 2021 and due February 15, 2032, or the 2032 Senior Notes;
v.6.000% senior notes, issued October 30, 2024 and due February 1, 2033, or the 2033 Senior Notes;
vi.6.250% senior notes, issued October 30, 2024 and due November 1, 2034, or the 6.250% 2034 Senior Notes;
vii.5.750% senior notes, issued October 8, 2025 and due January 15, 2034, or the 5.750% 2034 Senior Notes; and
viii.6.000% senior notes, issued October 8, 2025 and due January 15, 2036, or the 2036 Senior Notes.
The indentures and the forms of notes provide, among other things, that the Senior Notes will be senior unsecured obligations of the Company. The indentures also provide for customary events of default, which include, among others: nonpayment of principal or interest; breach of other covenants in the indentures; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against the Company and certain of its subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and continues, the trustee or the holders of at least 25% or 30% (depending on the series of Senior Notes) in principal amount of the then-outstanding series of Senior Notes may declare all of the Senior Notes of such series to be due and payable immediately. The terms of the indentures contain certain restrictions on incurring secured debt and consolidating, merging or transferring all or substantially all of the Company’s assets. Interest is payable semi-annually on the Senior Notes until their maturity dates.
5.250% 2029 Senior Notes
The Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:
Redemption PeriodRedemption Percentage
June 15, 2026 to June 14, 2027100.875 %
June 15, 2027 and thereafter100.000 %
5.750% 2029 Senior Notes
The Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:
Redemption PeriodRedemption Percentage
July 15, 2025 to July 14, 2026101.438 %
July 15, 2026 and thereafter100.000 %
2031 Senior Notes
The Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:
Redemption PeriodRedemption Percentage
February 15, 2026 to February 14, 2027101.813 %
February 15, 2027 to February 14, 2028101.208 %
February 15, 2028 to February 14, 2029100.604 %
February 15, 2029 and thereafter100.000 %
2032 Senior Notes
At any time prior to February 15, 2027, the Company may redeem all or a part of the 2032 Senior Notes, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium. The premium is the greater of: (i) 1% of the principal amount of the notes; or (ii) the excess of (A) the present value of (1) the redemption price of the note at February 15, 2027 (such redemption price being set forth in the table appearing below in the column “Redemption Percentage (If Sustainability Performance Target has not been satisfied and/or confirmed by External Verifier)” unless the Sustainability Performance Target has been satisfied in respect of the year ended December 31, 2025 and the Company has provided confirmation thereof to the trustee together with a related confirmation by the External Verifier by the date that is at least 15 days prior to August 15, 2026 in which case the redemption price shall be as set forth in the column “Redemption Percentage (If Sustainability Performance Target has been satisfied and confirmed by External Verifier)”) plus (2) interest payments due on the note through February 15, 2027 (excluding accrued but unpaid interest to the redemption date) computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50%, over (B) the principal amount of the note. In addition, on or after February 15, 2027, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table during the twelve-month period beginning on February 15 of the years indicated below, plus accrued and unpaid interest on the notes redeemed up to the redemption date:
YearRedemption Percentage
(If Sustainability Performance Target has been satisfied and confirmed by External Verifier)		Redemption Percentage
(If Sustainability Performance Target has not been satisfied and/or confirmed by External Verifier)
2027101.938 %102.188 %
2028101.292 %101.458 %
2029100.646 %100.729 %
2030 and thereafter100.000 %100.000 %
2033 Senior Notes
At any time prior to November 1, 2027, the Company may redeem all or a part of the 2033 Senior Notes, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium. The premium is the greater of: (i) 1% of the principal amount of the note; or (ii) the excess of the present value of 103.000% of the note, plus interest payments due on the note through November 1, 2027 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50% over the principal amount of the note. In addition, on or after November 1, 2027, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:
Redemption PeriodRedemption Percentage
November 1, 2027 to October 31, 2028103.000 %
November 1, 2028 to October 31, 2029101.500 %
November 1, 2029 and thereafter100.000 %
6.250% 2034 Senior Notes
At any time prior to November 1, 2029, the Company may redeem all or a part of the 6.250% 2034 Senior Notes, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium. The premium is the greater of: (i) 1% of the principal amount of the note; or (ii) the excess of the present value of 103.125% of the note, plus interest payments due on the note through November 1, 2029 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50% over the principal amount of the note. In addition, on or after November 1, 2029, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:
Redemption PeriodRedemption Percentage
November 1, 2029 to October 31, 2030103.125 %
November 1, 2030 to October 31, 2031101.563 %
November 1, 2031 and thereafter100.000 %
5.750% 2034 Senior Notes
At any time prior to October 15, 2028, the Company may redeem all or a part of the 5.750% 2034 Senior Notes, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium. The premium is the greater of: (i) 1% of the principal amount of the note; or (ii) the excess of the present value of 102.875% of the note, plus interest payments due on the note through October 15, 2028 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50% over the principal amount of the note. In addition, on or after October 15, 2028, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:
Redemption PeriodRedemption Percentage
October 15, 2028 to October 14, 2029102.875 %
October 15, 2029 to October 14, 2030101.438 %
October 15, 2030 and thereafter100.000 %
2036 Senior Notes
At any time prior to October 15, 2030, the Company may redeem all or a part of the 2036 Senior Notes, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium. The premium is the greater of: (i) 1% of the principal amount of the note; or (ii) the excess of the present value of 103.000% of the note, plus interest payments due on the note through October 15, 2030 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 0.50% over the principal amount of the note. In addition, on or after October 15, 2030, the Company may redeem some or all of the notes at redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:
Redemption PeriodRedemption Percentage
October 15, 2030 to October 14, 2031103.000 %
October 15, 2031 to October 14, 2032101.500 %
October 15, 2032 and thereafter100.000 %
Receivables Facility
In 2020, NRG Receivables, entered into the Receivables Facility, subject to adjustments on a seasonal basis, with issuers of asset-backed commercial paper and commercial banks (the “Lenders”). The assets of NRG Receivables are first available to satisfy the claims of the Lenders before making payments on the subordinated note and equity issued by NRG Receivables. The assets of NRG Receivables are not available to the Company and its subsidiaries or creditors unless and until distributed by NRG Receivables. Under the Receivables Facility, certain indirect subsidiaries of the Company sell their accounts receivables to NRG Receivables, subject to certain terms and conditions. In turn, NRG Receivables grants a security interest in the purchased receivables to the Lenders as collateral for cash borrowings and issuances of letters of credit. Pursuant to the Performance Guaranty, the Company has guaranteed, for the benefit of NRG Receivables and the Lenders, the payment and performance by each indirect subsidiary of its respective obligations under the Receivables Facility. The accounts receivables remain on the Company’s consolidated balance sheet and any amounts funded by the Lenders to NRG Receivables will be reflected as short-term borrowings. Cash flows from the Receivables Facility are reflected as financing activities in the Company’s consolidated statements of cash flows. The Company continues to service the accounts receivables sold in exchange for a servicing fee.
On June 20, 2025, NRG Receivables amended its existing Receivables Facility to extend the scheduled termination date to June 18, 2026. The weighted average interest rate related to usage under the Receivables Facility as of December 31, 2025 was 0.772%. As of December 31, 2025, there were no outstanding borrowings and there were $1.5 billion in letters of credit issued under the Receivables Facility.
Tax Exempt Bonds
As of December 31,
(In millions, except rates)20252024Interest Rate %
NRG Indian River Power 2020, tax exempt bonds, due 2040$— $57 1.250 
NRG Indian River Power 2020, tax exempt bonds, due 2045— 190 1.250 
NRG Dunkirk 2020, tax exempt bonds, due 204259 59 4.250 
City of Texas City, tax exempt bonds, due 2045 33 33 4.125 
Fort Bend County, tax exempt bonds, due 203854 54 4.750 
Fort Bend County, tax exempt bonds, due 204273 73 4.750 
NRG Indian River Power 2020, tax exempt bonds, due 204057 — 4.000 
NRG Indian River Power 2020, tax exempt bonds, due 2045190 — 4.000 
Total$466 $466 
IR Bonds
On October 23, 2025, the Company remarketed $57 million aggregate principal amount of the IR 2040 Bonds and $190 million aggregate principal amount of the IR 2045 Bonds, together the IR Bonds. The IR Bonds are guaranteed on a first priority basis by each of the Company's current and future subsidiaries that guarantee indebtedness under the Revolving Credit Facility. The IR Bonds are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Revolving Credit Facility, which consists of a substantial portion of the property and assets owned by the Company and the guarantors. The collateral securing the IR Bonds will, at the request of the Company, be released if the
Company satisfies certain conditions, including receipt of an investment grade rating on its senior, unsecured debt securities from two out of the three rating agencies, subject to reversion if those rating agencies withdraw their investment grade rating of the IR Bonds or any of the Company's senior, unsecured debt securities or downgrade such ratings below investment grade. The IR Bonds were remarketed at a coupon of 4.000% and are subject to mandatory tender and purchase on October 1, 2035 and have final maturity dates of October 1, 2040 for the IR 2040 Bonds and October 1, 2045 for the IR 2045 Bonds.
Bilateral Letter of Credit Facilities
As of December 31, 2025, the bilateral letter of credit facilities allowed for the issuance of up to $850 million of letters of credit and $637 million was issued under these facilities. These facilities are uncommitted. In January and February 2026, the Company and certain of its subsidiaries, as guarantors, entered into amendments to its existing bilateral letter of credit facilities to increase the size of its bilateral credit facilities by $410 million and $90 million, respectively, to provide additional liquidity. As of January 31, 2026, $1.0 billion was issued under these facilities.
Texas Development Projects
On July 31, 2025, NRG THW GT LLC, an indirect wholly-owned subsidiary of the Company, entered into the First TEF Loan to support the development of T.H. Wharton, which is currently under construction. The Company signed an equity contribution agreement and guaranty with respect to the First TEF Loan. The loan bears interest at a fixed rate of 3.000% per annum and has a final maturity date of July 31, 2045. As of January 31, 2026, $187 million of disbursements for the First TEF Loan have occurred.
On September 26, 2025, NRG Cedar Bayou 5 LLC, an indirect wholly-owned subsidiary of the Company, entered into the Second TEF Loan to support the development of Cedar Bayou 5, which is currently under construction. The Company signed an equity contribution agreement and guaranty with respect to the Second TEF Loan. The loan bears interest at a fixed rate of 3.000% per annum and has a final maturity date of September 26, 2045. As of January 31, 2026, $269 million of disbursements for the Second TEF Loan have occurred.
On November 20, 2025, NRG Greens Bayou 6 LLC, an indirect wholly-owned subsidiary of the Company, entered into the Third TEF Loan to support the development of Greens Bayou 6, which is currently under construction. The Company signed an equity contribution agreement and guaranty with respect to the Third TEF Loan. The loan bears interest at a fixed rate of 3.000% per annum and has a final maturity date of November 20, 2045. As of January 31, 2026, $95 million of disbursements for the Third TEF Loan have occurred.
Pre-Capitalized Trust Securities Facility
On August 29, 2023, the Company entered into a Facility Agreement (as defined below) with Alexander Funding Trust II, a newly-formed Delaware statutory trust (the “Trust”), in connection with the sale by the Trust of $500 million pre-capitalized trust securities redeemable July 31, 2028 (the “P-Caps”). The Trust invested the proceeds from the sale of the P-Caps in a portfolio of principal and interest strips of U.S. Treasury securities (the “Eligible Treasury Assets”).
In connection with the sale of the P-Caps, the Company and the guarantors named therein entered into a facility agreement, dated August 29, 2023 (the “Facility Agreement”), with the Trust and Deutsche Bank Trust Company Americas, as notes trustee. Under the Facility Agreement, the Company has the right, from time to time, to issue to the Trust, and to require the Trust to purchase from the Company, on one or more occasions (the “Issuance Right”), up to $500 million aggregate principal amount of the Company’s 7.467% Senior Secured First Lien Notes due 2028 (the “P-Caps Secured Notes”) in exchange for all or a portion of the Eligible Treasury Assets corresponding to the portion of the Issuance Right under the Facility Agreement being exercised at such time.
The P-Caps are to be redeemed by the Trust on July 31, 2028 or earlier upon an early redemption of the P-Caps Secured Notes. Following any distribution of P-Caps Secured Notes to the holders of the P-Caps, the Company may similarly redeem such P-Caps Secured Notes, in whole or in part, at the redemption price described in the indenture governing the P-Caps Secured Notes, plus accrued but unpaid interest to, but excluding, the date of redemption. Any P-Caps Secured Notes outstanding and held by the Trust as a result of the exercise of the Issuance Right that remain outstanding will also mature on July 31, 2028.
In connection with the issuance of the P-Caps, on August 29, 2023, the Company entered into a letter of credit facility agreement with Deutsche Bank Trust Company Americas, as collateral agent and administrative agent, and certain financial institutions for the issuance of letters of credit in an aggregate amount not to exceed $485 million. The facility is committed. As of December 31, 2025, $477 million was issued under this facility.
Non-recourse Debt
The following are descriptions of certain indebtedness of NRG’s subsidiaries, which are non-recourse debt to NRG.
Acquired LS Power Debt
On January 30, 2026 (the “Acquisition Closing Date”), in connection with the acquisition of the LSP Portfolio from LS Power, Lightning Power, LLC, an indirect, wholly-owned subsidiary of the Company as of such date (“Lightning”), retained its 7.250% Senior Secured Notes due 2032, term loan and revolving loan facility.
Lightning Notes
On the Acquisition Closing Date, Lightning remained the issuer of $1.5 billion aggregate principal amount of 7.250% Senior Secured Notes due 2032 (the “Lightning Notes”) issued pursuant to an indenture, dated August 16, 2024 (the “Lightning Indenture”), by and among Lightning, Lightning’s subsidiaries that are guarantors from time to time party thereto, and U.S. Bank Trust Company, National Association, in its capacities as trustee and collateral trustee.
The Lightning Notes accrue interest at a rate of 7.250% per annum, payable semi-annually on February 15 and August 15 of each year. The Lightning Notes mature on August 15, 2032. At any time prior to August 15, 2027, Lightning may redeem all or a part of the Lightning Notes, at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium. In addition, on or after August 15, 2027, Lightning may redeem all or part of the Lightning Notes at the redemption prices expressed as percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to the redemption date:
Redemption PeriodRedemption Percentage
August 15, 2027 to August 14, 2028103.625 %
August 15, 2028 to August 14, 2029101.813 %
August 15, 2029 and thereafter100.000 %
Subject to certain qualifications and exceptions, the Lightning Indenture, among other things, limits Lightning’s ability and the ability of Lightning’s restricted subsidiaries to incur or guarantee additional indebtedness; create or incur liens; make certain restricted payments; and consolidate, merge or transfer all or substantially all of Lightning’s and its subsidiaries’ assets on a consolidated basis.
Lightning Credit Facility
On the Acquisition Closing Date, Lightning remained party to a credit agreement (the “Lightning Credit Agreement”) with Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent and various lenders and issuing banks from time to time party thereto. The Lightning Credit Agreement consists of a term loan in an original aggregate principal amount of $1.75 billion (the “Lightning Term Loan”) and revolving loan facility of $600 million (the “Lightning Revolving Facility”). The maturity date of the Lightning Term Loan and the Lightning Revolving Facility is August 16, 2031, and August 16, 2029, respectively. Interest on the Lightning Term Loan accrues at a rate per annum equal to the SOFR rate plus a margin of 2.25%, subject to leverage-based margin step-downs. Interest on revolving credit borrowings under the Lightning Revolving Facility accrues at a rate per annum equal to the SOFR rate plus a margin of 2.00%, subject to leverage-based margin step-downs. As of January 31, 2026, $1.73 billion of borrowings were outstanding under the Lightning Term Loan.
Vivint Debt
As of December 31, 2024, the below non-recourse debt is no longer outstanding.
Vivint Secured Notes Tender Offer
On October 30, 2024, in connection with APX Group, Inc.’s previously announced offer to purchase for cash (the “Tender Offer”) any and all of APX Group, Inc.’s outstanding 6.750% senior secured notes due 2027 (the “Vivint 6.750% Senior Secured Notes due 2027”), APX Group, Inc. purchased $589 million in aggregate principal amount of the Vivint 6.750% Senior Secured Notes due 2027 that had been validly tendered for $600 million, which included the payment of $8 million of accrued interest. On November 8, 2024, APX Group, Inc. redeemed the remaining $11 million in aggregate principal amount of the Vivint 6.750% Senior Secured Notes due 2027 that remained outstanding following the Tender Offer. In connection with the redemptions, a $13 million loss on debt extinguishment was recorded, which included the write-off of previously deferred financing costs and other fees of $1 million.
Vivint Unsecured Notes Exchange Offer
In connection with the Company’s offer to exchange (the “Exchange Offer”) for any and all outstanding 5.750% Senior Notes due 2029 (the “Vivint 5.750% Senior Notes due 2029”) issued by APX Group, Inc. for the New NRG 5.750% Senior Notes due 2029 and cash, NRG accepted tenders with respect to $798 million aggregate principal amount of the Vivint 5.750% Senior Notes due 2029, that were tendered on or prior to the early tender date. In connection with the redemptions, a $90 million loss on debt extinguishment was recorded.
On October 30, 2024, the Company issued the New NRG 5.750% Senior Notes due 2029 in an aggregate principal amount of $798 million in connection with the Exchange Offer. On November 14, 2024, APX Group, Inc. redeemed the $2 million of the Vivint 5.750% Senior Notes due 2029 that remained outstanding following the Exchange Offer.
Vivint Term Loan
On October 30, 2024, the Company repaid in full the outstanding Vivint Term Loans of approximately $1.3 billion and terminated the revolving credit facility under the Vivint Credit Agreement. In connection with the repayment, an $18 million loss on debt extinguishment was recorded, which included the write-off of previously deferred financing costs and other fees of $2 million.