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25 paragraphs in Risk Factors of the 10-K filed Feb 24, 2026 with nothing like them in the 10-K filed Feb 26, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 30 Utilities companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
The integration of NRG and the LSP Portfolio may disrupt or have a negative impact on the Company’s business.
The LSP Portfolio is comprised of 13 GW of natural gas-fired generation and dual fuel assets and a demand response platform. The acquisition significantly increases NRG’s owned generation capacity and operational footprint. The acquisition is large and complex, and the Company will need to devote significant time and resources to integrating the plants, equipment, personnel, operations, and fuel arrangements with NRG’s existing generation, retail and commercial businesses. Any difficulties encountered in the transition and integration process could adversely affect the Company’s business, results of operations and financial condition.
•the difficulty of managing and integrating the LSP Portfolio and its plants, pipelines, interconnection, operations, fuel contracts, and hedging arrangements;
•the potential disruption of the ongoing businesses and distraction of management;
Similar paragraph at 1 of 30 other Utilities companies: AWK•difficulties in implementing and maintaining uniform processes, systems, standards, controls, procedures, practices, and policies pertaining to commercial, operational, financial, legal, regulatory, and/or accounting matters;
•risks associated with the assumption of power purchase agreements, tolling arrangements, O&M contracts and demand response agreements;
•the inability to timely implement and enact effective internal control over financial reporting for the acquired assets, including harmonizing the LSP Portfolio’s accounting policies and internal controls with the Company’s;
•unanticipated issues in integrating information technology, communications, and other systems;
Similar paragraph at 1 of 30 other Utilities companies: CEG•the potential impairment of relationships with employees and partners, including the potential loss of valuable employees and difficulty in retaining and integrating personnel;
Similar paragraph at 1 of 30 other Utilities companies: AWK•unforeseen expenses, unknown liabilities, or adverse changes arising from events, conditions, or actions occurring prior to or in connection with the acquisition, as well as unanticipated capital investments, environmental upgrades, or decommissioning liabilities;
•difficulty addressing any possible differences in corporate cultures and management philosophies;
•unanticipated changes in federal or state laws or regulations, including those pertaining to thermal generation, emissions standards, capacity market rules, permitting, or otherwise relating to the assets acquired;
•changes to NRG’s risk profile due to the geographic concentration of the generation assets in the LSP Portfolio and increased exposure to regional fuel, weather and market events; and
•the risk that the Company may not realize all the expected benefits of the acquisition, including enhanced generation capabilities, if the assets and businesses cannot be integrated in an efficient and effective manner, which could result in increased costs or lower-than-expected revenues.
If the Company is not successful in addressing these risks effectively, the business could be impacted. Many of these factors will be outside of the Company’s control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially affect NRG’s business, results of operations and financial condition. Similar risks may apply to any future acquisitions or dispositions the Company may undertake.
Read in the 10-K ↗
Inflation and customer affordability concerns may limit the Company’s ability to recover costs, constrain its pricing and reduce market demand for its products and services.
The Company’s electricity, natural gas, and smart home businesses are exposed to the risk that sustained inflation, commodity price volatility and other macroeconomic pressures will increase its costs and adversely affect the affordability of its products and services. The cost of fuel, natural gas, purchased power, labor, construction materials, equipment and financing have risen in recent years and may continue to rise. Such cost increases may continue to put upward pressure on the overall affordability of the Company’s products and services for its residential, commercial and industrial customers, which may impair the Company’s customers’ ability to pay their bills and/or subscriptions, cause some customers to reduce usage, and increase disconnections and bad debt expenses, all of which could negatively impact the Company.
In the markets in which the Company operates, the Company’s retail electric providers charge end-use customers a price for electricity that includes pass through charges assessed by the local utility. Capital intensive transmission and distribution projects by utility companies recently approved by certain state utility commissions have resulted in increases to such pass-through charges and raised public concerns about overall consumer affordability. If these concerns persist, the Company could be subject to heightened political and regulatory scrutiny, increased participation by consumer advocates and other stakeholders in regulatory proceedings, and create reputational risks associated with a perceived lack of affordability. Therefore, the Company’s financial performance could be negatively affected if it is unable to recover increased costs or if cost recovery is limited by regulation or market conditions.
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The Company’s consumer product and home services offerings expose it to installation-related damage claims, product liability, insurance limitations, and reputational risk.
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The Company’s use of, or failure to effectively adopt, AI systems in its operations, services and products poses operational, competitive, cybersecurity, legal and compliance risks that could adversely affect the Company.
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The Company’s usage of third-party AI models, platforms, or cloud services introduces additional risks, including performance failures, service outages, and insufficient indemnities. The Company may also face claims that training data or model outputs infringe intellectual property rights or misappropriate trade secrets, and AI use may increase the risk of inadvertent disclosure or improper processing of confidential, personal, or commercially sensitive information.
Conversely, any failure by the Company to effectively and timely develop and implement AI technologies, or to attract and retain AI talent, could impair the Company’s ability to compete, particularly if competitors incorporate AI more quickly or more successfully to lower costs, improve customer experience, and accelerate innovation.
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could change at any moment. Failure to comply with such requirements could result in the shutdown of a non-complying facility or line of business, the imposition of liens, fines, penalties and/or civil or criminal liability.
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•The imposition of tariffs and escalation of international trade disputes, and any inflationary impacts resulting therefrom;
•The inability of the Company to realize expected benefits from the integration of LSP Portfolio’s assets and businesses;
Read in the 10-K ↗
20 paragraphs in the 10-Q filed Nov 9, 2026 with nothing like them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
• NRG’s ability to successfully complete pending or future acquisitions and divestitures on the anticipated terms and timing, including obtaining any required approvals and consents, and realize the expected benefits of such transactions;
Read in the 10-Q ↗
On November 9, 2026, the Company entered into a definitive agreement with LS Power to sell six natural-gas fired generation assets totaling 4.9 GW from the Texas and East segments for cash proceeds of $ 4 billion, subject to working capital and other closing adjustments. The transaction is targeted to close in the second quarter of 2027, and is subject to customary closing conditions and regulatory approvals, including Hart-Scott Rodino (“HSR”), FERC, and the New York State Public Service Commission (“NYSPSC”).
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Upon classification as held for sale in the fourth quarter of 2026 and based on preliminary assessment, the Company expects to recognize an impairment charge of approximately $ 400 million to $ 600 million, primarily related to goodwill.
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Open market repurchases October 1, 2026 through October 31, 2026 142,576 $99.62 14
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The following table summarizes NRG’s revenues from Ivanpah, which are included in revenue in the consolidated statements of operations. The revenues below also include fees under project management agreements with each project company.
Read in the 10-Q ↗
FERC Investigation - PJM Demand Response - In 2024, NRG Curtailment Solutions, Inc. (“NRGCS”) and CPower received document preservation notices from the FERC’s Office of Enforcement and Regulatory Accounting (the “OERA Staff”) regarding demand response performance during Winter Storm Elliot. Since then, OERA Staff has issued multiple rounds of data requests to, and has taken investigative testimony from, both companies. OERA Staff has since expanded its investigation seeking data from 2019 through the present and has inquired into the manner in which CPower registered its customers in the PJM demand response market.
Read in the 10-Q ↗
Governor Abbott’s August 3, 2026 Directive - On August 3, 2026, Governor Abbott directed the PUCT and ERCOT to complete a verification and audit of all data centers advancing through the interconnection process. ERCOT has issued requests for information on projects in batch zero. ERCOT plans to file its batch zero eligibility verification report and its community impact review report with the PUCT in December 2026.
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On August 13, 2026, PJM filed at FERC proposed revisions to its tariff to establish an Interim Resource Adequacy Service (“IRAS”) and a Large Load Registry. The proposal is intended to address resource adequacy concerns associated with the rapid growth of large loads, including data centers, by requiring load serving entities supporting certain new large loads to secure sufficient new capacity or otherwise be subject to curtailment requirements during periods of resource scarcity. The proposal would also establish a registry to track existing and new large loads within the PJM footprint and create mechanisms for new large loads to satisfy resource adequacy requirements through qualifying new capacity arrangements. On October 9, 2026, FERC rejected the proposed IRAS framework and related new capacity arrangements, while accepting PJM’s proposed definition of Large Load and Large Load Registry. FERC’s rejection does not prevent PJM from submitting a modified IRAS proposal in a future filing.
Read in the 10-Q ↗
Generator Complaint Against PJM - On October 6, 2026, Monongahela Power Company (“Mon Power”) filed a complaint at FERC challenging PJM’s advance commitment and dispatch of natural gas-fired generation during Winter Storm Fern in January 2026. Mon Power alleges that these practices increased congestion and energy prices, resulting in in additional costs to its customers, and requests hearing procedures to further examine PJM’s actions. The complaint is pending at FERC. Multiple intervenors are opposed to Mon Power’s complaint, including NRG’s trade organization which filed comments requesting denial of the complaint on October 26, 2026.
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Exelon Complaint Against PJM - On November 3, 2026, Exelon filed a complaint at FERC against PJM that asks the Commission to find PJM’s three-year forward capacity auction schedule unjust and unreasonable and to replace it with an auction held two months prior to each Delivery Year, beginning with the 2030/2031 Base Residual Auction. If accepted, this could change the capacity market construct and affect future Base Residual Auctions.
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NRG is subject to numerous environmental laws in the development, construction, ownership and operation of power plants. These laws generally require that governmental permits and approvals be obtained before construction and maintained during operation of power plants. In general, the electric generation industry has faced increasingly stringent requirements
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On November 9, 2026, the Company entered into a definitive agreement with LS Power to sell six natural-gas fired generation assets totaling 4.9 GW from the Texas and East segments for cash proceeds of $4 billion, subject to working capital and other closing adjustments. The transaction is targeted to close in the second quarter of 2027, and is subject to customary closing conditions and regulatory approvals, including HSR, FERC and NYSPSC. The sale retains the entire PJM portfolio and CPower acquired by the Company in January 2026. The Company plans to use the remaining proceeds, after debt reduction of $2 billion, for $1 billion of share repurchases and $1 billion for either contracted growth investments or additional debt reduction. For further discussion, see Note 4, Acquisitions and Dispositions.
Read in the 10-Q ↗
Increase due to the final property insurance claim for the extended outage at W.A. Parish received in 2025 100
Read in the 10-Q ↗
On November 9, 2026, the Company entered into a definitive agreement with LS Power to sell six natural-gas fired generation assets totaling 4.9 GW from the Texas and East segments for cash proceeds of $4 billion, subject to working capital and other closing adjustments. The transaction is targeted to close in the second quarter of 2027, and is subject to customary closing conditions and regulatory approvals, including HSR, FERC, and NYSPSC. The sale retains the entire PJM portfolio and CPower acquired by the Company in January 2026. The Company plans to use the remaining proceeds, after debt reduction of $2 billion, for $1 billion of share repurchases and $1 billion for either potential contracted growth investments or additional debt reduction. For further discussion, see Note 4, Acquisitions and Dispositions.
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Increase due to proceeds from issuance of long-term debt in 2026, net of deferred financing costs $ 2,349
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but on the results reported through the application of accounting measures used in preparing the financial statements and related disclosures, even if the nature of the accounting policies has not changed.
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The proposed sale of assets to LS Power could be delayed or fail to close, or otherwise cause unanticipated issues, which could adversely affect NRG’s business, results of operations and financial condition.
Read in the 10-Q ↗
As described in Note 4, Acquisitions and Dispositions, NRG entered into a purchase and sale agreement with LS Power pursuant to which NRG agreed to sell certain generation assets. The proposed sale is subject to various closing conditions (including the receipt of consents and regulatory approvals), which are outside of NRG’s control, and it cannot be predicted with certainty whether all of the required closing conditions will be satisfied or waived. In addition, regulators could impose additional requirements or obligations as conditions for their approval, which may be burdensome. If such closing conditions are not met or additional obligations are imposed, the proposed sale may not be consummated at all or may encounter delays or other roadblocks that are not currently anticipated. The price of NRG’s stock may reflect an assumption that the pending sale will occur and failure to complete the proposed sale could result in a decline of NRG’s stock price. In addition, even if NRG completes the proposed sale, the actual impact on NRG’s business and financial results may differ from the anticipated results.
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10.1* Omnibus Removal and Appointment Agreement, dated August 14, 2026, to the Credit Agreement, dated September 26, 2025, among NRG Cedar Bayou 5 LLC, Public Utility Commission of Texas, and Wilmington Trust, National Association, as administrative agent and collateral agent. Filed herewith.
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* The Schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.
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Item 1A of the 10-Q filed Nov 9, 2026 against Item 1A of the 10-K filed Feb 24, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
Read in the 10-Q ↗
Except as set forth below, there were no material changes to the Risk Factors disclosed in Part I, Item 1A, Risk Factors, of the Company’s 2025 Form 10-K.
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