10-K 0001013871-26-000004 (2026-02-24) vs 10-K 0001013871-25-000006 (2025-02-26)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 13,505 |
13.8% |
| MD&A | Item 7 | 13,589 |
29.0% |
| Legal Proceedings | Item 3, via Note 22 – Commitments and Contingencies | 1,629 |
17.3% |
| Accounting Policies | 10-K text, Note 2 – Summary of Significant Accounting Policies | 6,106 |
16.8% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 237 words changed in this paragraph; it is 43% similar to last year's version.
West/Services/Other(In East(In millions) Lower gross margin due to the deactivation of Indian River Unit 4 in February 2025 $ (52) Higher natural gas gross margin including the impact of transportation and storage contract optimization, resulting in higher net revenue rates of $1.00 per Dth, or $1.62 billion, from changes in customer term, product and mix, partially offset by higher supply cost of $0.90 per Dth, or $1.47 billion, driven by an increase in gas costs 151 Lower electric gross margin due to lower higher supply costs of $18.25 $12.95 per MWh, or $236 million, $782 million driven primarily by increases in power prices, partially offset by lower higher net revenue rates as a result of $9.75 changes in customer term, product and mix of $10.60 per MWh, or $124 $620 million $ 112 (162) Higher natural gas gross margin due to lower supply costs an increase in generation volumes as a result of $1.10 per Dth, or $284 million and changes spark spread expansion in customer mix of $1 million, NYISO, partially offset by lower revenue rates of $1.05 per Dth, or $272 million 13 a decrease in average realized prices at Midwest Generation 25 Higher gross margin at Cottonwood driven by spark spread expansion, favorable current year due to a 159% increase in PJM capacity pricing prices and a prior year reduction 20% increase in NYISO capacity performance bonus payments resulting from Winter Storm Elliott in December 2022 74 Lower gross margin primarily due to the Sale of Airtron in September 2024 (28) Lower prices 81 Higher gross margin from market optimization demand response activities (25) due to higher PJM auction clearing prices and curtailment events in 2025 17 Other 2 Increase in economic gross margin $ 148 Increase 62 Decrease in mark-to-market for economic hedges hedging primarily due to net unrealized gains/losses on open positions related to economic hedges 594 (1,052) Decrease in contract amortization 3 Increase 21 Decrease in depreciation and amortization (15) Increase 10 Decrease in gross margin $ 730 (959)
Source: Item 7, 10-K 0001013871-26-000004 vs Item 7, 10-K 0001013871-25-000006
Accounting Policies 146 words changed in this paragraph; it is 30% similar to last year's version.
ASU 2023-07 2025-09 - In November 2023, 2025, the FASB issued ASU No. 2023-07, Segment Reporting 2025-09, Derivatives and Hedging (Topic 280) 815) - Improvements to Reportable Segment Disclosures, Hedge Accounting Improvements, or ASU 2023-07. 2025-09. The guidance in update more closely aligns hedge accounting with the economics of an entity’s risk management activities. The amendments of ASU 2023-07 enhances reportable segment disclosure requirements by requiring disclosure of significant segment expenses that 2025-09 should be applied prospectively to all hedging relationships and are regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss, an amount and description of its composition effective for other segment items annual and interim disclosures of a reportable segment’s profit or loss and assets. periods beginning after December 15, 2026, with early adoption permitted. The Company adopted is currently evaluating the amendments effective December 31, 2024. Because the amendments update disclosure requirements only, it did not have an impact of adopting ASU 2025-09 on the Company's results of operations, cash flows, or statement of its consolidated financial position. statements and related disclosures.
Source: 10-K text, Note 2 – Summary of Significant Accounting Policies, 10-K 0001013871-26-000004 vs 10-K text, Note 2 – Summary of Significant Accounting Policies, 10-K 0001013871-25-000006
Risk Factors 131 words changed in this paragraph; it is 61% similar to last year's version.
The consumer privacy landscape continues to experience momentum for greater privacy protection and reform at the state and federal level in response to precedents set forth by the Personal Information Protection and Electronic Documents Act (the "PIPEDA") of Canada and the California Consumer Privacy Act (the "CCPA"). The development and evolving nature of domestic and international privacy regulation and enforcement could impact and potentially limit how NRG collects, processes, discloses and stores personally identifiable information. California residents have increased access rights (including the right to limit the use, right of data deletion and correction and right of non-disclosure of sensitive personal information), which are enforced by a new state privacy regulator, resulting in more scrutiny of business practices and disclosures. Additional states including Virginia, Utah, Connecticut, Colorado, Nevada, Texas, New Hampshire, Nebraska and Maryland have similarly adopted enhanced data privacy legislation and patterned after the standards set forth by CCPA, including broader data access rights, with several states going a step further requiring businesses to perform data protection assessments for a variety of processing activities. The Company is also bound by contractual requirements relating to privacy and data protection, and may agree to additional contractual requirements addressing these matters from time to time. In addition, Canadian data protection laws, PIPEDA, and the privacy laws of certain Canadian provinces who have promulgated more onerous data protection laws than PIPEDA, apply to the Company’s business in Canada.
Source: Item 1A, 10-K 0001013871-26-000004 vs Item 1A, 10-K 0001013871-25-000006
Legal Proceedings 106 words changed in this paragraph; it is 67% similar to last year's version.
A Vivint Smart Home competitor has made a claim against Vivint Smart Home alleging, among other things, that Vivint Smart Home's sales representatives used deceptive sales practices. This matter was known and accrued for at the time of the Vivint Smart Home acquisition. CPI Security Systems, Inc. ("CPI") v. Vivint Smart Home, Inc. (W.D.N.C. Sept. 2020) was filed in 2020, went to trial, and in February 2023, the jury issued a verdict against Vivint Smart Home, in favor of CPI for $ 50 million of compensatory damages and an additional $ 140 million of punitive damages. Vivint Smart Home has fully briefed appealed. The Fourth Circuit Court of Appeals issued its opinion on July 22, 2025, upholding the appeal and oral argument was conducted on January 28, 2025. While Vivint Smart Home believes trial court’s judgment. Following the CPI jury verdict is not legally or factually supported and awaits decision, the issuance Company increased the accrual for this matter to the amount of the appellate court’s opinion, there can be no assurance that such defense efforts will be successful. This matter was adequately judgment plus accrued interest. On September 5, 2025, the Company paid the $ 190 million judgment, plus $ 34 million of accrued interest, for as a total payment of December 31, 2024. $ 224 million.
Source: Item 3, via Note 22 – Commitments and Contingencies, 10-K 0001013871-26-000004 vs Item 3, via Note 22 – Commitments and Contingencies, 10-K 0001013871-25-000006
Every change, by type
Sentences and paragraphs of NRG's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-26.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
The integration of NRG and the LSP Portfolio may disrupt or have a negative impact on the Company’s business.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•the difficulty of managing and integrating the LSP Portfolio and its plants, pipelines, interconnection, operations, fuel contracts, and hedging arrangements;
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•the potential disruption of the ongoing businesses and distraction of management;
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•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;
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•risks associated with the assumption of power purchase agreements, tolling arrangements, O&M contracts and demand response agreements;
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•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;
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•unanticipated issues in integrating information technology, communications, and other systems;
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•the potential impairment of relationships with employees and partners, including the potential loss of valuable employees and difficulty in retaining and integrating personnel;
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•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;
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•difficulty addressing any possible differences in corporate cultures and management philosophies;
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedRisk Factors
•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;
Read it in 10-K 2026-02-24 at sec.gov ↗
RemovedRisk Factors
NRG routinely hedges both its wholesale sales and purchases to support its retail load obligations. In order to hedge these obligations, the Company may enter into long-term and short-term contracts for the purchase and delivery of fuel. Many of the
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
Because NRG owns less than a majority of the ownership interests of some of its project investments, the Company cannot exercise complete control over their operations.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
NRG has limited control over the operation of some project investments and joint ventures because the Company's investments are in projects where it beneficially owns less than a majority of the ownership interests. NRG seeks to exert a degree of influence with respect to the management and operation of projects in which it owns less than a majority of the ownership interests by negotiating to obtain positions on management committees or to receive certain limited governance rights, such as rights to veto significant actions. However, the Company may not always succeed in such negotiations. NRG may be dependent on its co-venturers to operate such projects. The Company's co-venturers may not have the level of experience, technical expertise, human resources management or other attributes necessary to operate these projects optimally. The approval of co-venturers also may be required for NRG to receive distributions of funds from projects or to transfer the Company's interest in projects.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
The Company has made investments focused on consumer products that may not be successful, may not achieve the intended financial results or may result in product liability and reputational risk that could adversely affect the Company.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
The Company’s growing use of AI systems in its operations, services and products poses inherent risks, which may cause operational and reputational harm.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
Future acquisition or disposition activities could involve unknown risks and may have materially adverse effects and NRG may be subject to trailing liabilities from businesses that it disposes of or that are inactive.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
NRG may in the future acquire or dispose of businesses or assets, acquire or sell books of retail customers, or pursue other business activities, directly or indirectly, through subsidiaries that involve a number of risks. The acquisition of companies and assets, and their integration, is subject to substantial risks, including the failure to identify material problems during due diligence, the risk of over-paying for assets or customers, the inability to retain customers and the inability to arrange financing for an acquisition as may be required or desired. Further, the integration and consolidation of acquisitions requires substantial human, financial and other resources and, ultimately, the Company's acquisitions may not be successfully integrated. In the case of dispositions, such risks may relate to employment matters, counterparties, regulators and other stakeholders in the disposed business, the separation of disposed assets from NRG’s business, the management of NRG’s ongoing business, and other financial, legal and operational matters related to such disposition, which may be unknown to NRG at the time. In addition, NRG may be subject to material trailing liabilities from disposed businesses. Any such risk may result in one or more costly disputes or litigation. There can be no assurances that any future acquisitions will perform as expected or that the returns from such acquisitions will support the indebtedness incurred to acquire them or the capital expenditures needed to develop them. There can also be no assurances that NRG will realize the anticipated benefits from any such dispositions. The failure to realize the anticipated returns or benefits from an acquisition or disposition could adversely affect NRG's results of operations, cash flows and financial condition.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
Risks that are beyond NRG's control, including but not limited to acts of terrorism or related acts of war, natural disaster or other catastrophic events could have a material adverse effect on NRG's financial condition, results of operations and cash flows.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
NRG's generation facilities and the facilities of third parties on which they rely may be targets of terrorist activities, as well as events occurring in response to or in connection with such activities, all of which could cause environmental repercussions and/or result in full or partial disruption of the facilities ability to generate, transmit, transport or distribute electricity or natural gas. Strategic targets, such as energy-related facilities, may be at greater risk of future terrorist activities than other domestic targets. Any such environmental repercussions or disruption could result in a significant decrease in revenues or significant reconstruction or remediation costs beyond what could be recovered through insurance policies, which could have a material adverse effect on the Company's financial condition, results of operations and cash flows. In addition, significant weather events or terrorist actions could damage or shut down the power or gas transmission and distribution
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
facilities upon which the Company is dependent, which may reduce retail volume for extended periods of time. Power or gas supply may be sold at a loss if these events cause a significant loss of retail customer demand.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
Adverse economic conditions could adversely affect NRG’s business, financial condition, results of operations and cash flows.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedRisk Factors
Adverse economic conditions, including inflation, and declines in wholesale energy prices, partially resulting from adverse economic conditions, may impact NRG's results of operations, including by reducing the demand for energy commodities. In general, economic and commodity market conditions will continue to impact NRG’s unhedged future energy margins, liquidity, earnings growth and overall financial condition. Macroeconomic factors may also impact consumer spending, which could adversely affect the Company’s smart home services, and increase the Company’s costs for such products and services, which it may not be able to pass on to customers. In addition, adverse economic conditions, declines in wholesale energy prices, reduced demand for energy and other factors may negatively impact the trading price of NRG’s common stock and impact forecasted cash flows, which may require NRG to evaluate its goodwill and other long-lived assets for impairment. Any such impairment could have a material impact on NRG’s financial condition.
Read it in 10-K 2025-02-26 at sec.gov ↗
RewordedRisk Factors
If the Company’s use of the recommendations, content, or analyses that AI applications produce are is, or are is alleged to be be, deficient or inaccurate, or involve breaches of licenses, tort claims, violations of privacy, consumer protection, or other laws, NRG could be subjected to potential legal liability and business harm, including liability, brand or reputational harm and operational interruptions and that ultimately have a material adverse effect on NRG’s results of operations.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The CAMT may lead to volatility in the Company’s cash tax payment obligations, particularly in periods if final Treasury regulations substantially depart from proposed regulations and interim guidance, especially with regard to the treatment of significant commodity or currency variability resulting from potential changes in the fair value of derivative instruments.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Concerns about data privacy have led to increased regulation and other actions that could impact NRG's businesses and changes Changes in data privacy and data protection laws and regulations regulations, or any failure to comply with such laws and regulations regulations, could adversely affect the Company's Company’s business and financial results.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
To protect against these certain risks, the Company obtains insurance is maintained, and warranties are generally obtained for limited periods relating to the construction of each project and its equipment in varying degrees, equipment, and obligates its contractors and equipment suppliers are obligated to meet certain performance levels.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Any noncompliance, or alleged noncompliance, of applicable regulations by the Company, third-party vendors used for marketing, telemarketing or lead generation activities or independent, third-party authorized dealers of retail or smart home services could result in private rights of actions or enforcement actions for civil or criminal penalties.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Although Furthermore, despite such precautions, the Company takes precautions to protect its infrastructure, it has been, and will likely continue to be, subject to attempts at phishing phishing, social engineering, identity-based attacks, and other cybersecurity intrusions.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
California residents have increased access rights (including the right to limit the use, right of data deletion and correction and right of non-disclosure of sensitive personal information), which are enforced by a new state privacy regulator, resulting in more scrutiny of business practices and disclosures.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The Company has incorporated used and intends expects to continue to incorporate expand the use of AI technologies, such as including GenAI, in its operations. services and products.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The electricity industry is expected to experience a surge in demand driven primarily by new manufacturing, industrial and data center facilities (inclusive of (including to support the expected increase in demand for AI and generative AI (“GenAI”)).
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Additionally, NRG relies on vendors and service providers, such as call centers, that may require access to sensitive data, which increase the risk of data breaches through third-party action or errors. errors that the Company may be unable to foresee, prevent, or mitigate.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Because GenAI is an emerging technology, ineffective or inadequate deficient AI development, governance, or deployment practices by NRG or third-party vendors and service providers could result in unintended consequences, and the desired efficiencies and other intended benefits could may fail to materialize.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
The Company’s retail and smart home services focus on transactions with residential customers, subjecting it them to a variety of laws, regulations and licensing requirements governing interactions with residential consumers, including those pertaining to privacy and data security, telemarketing, in-person solicitations, online marketing, consumer financial and credit transactions, home improvements, warranties and door-to-door solicitation.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Affordability — Rising customer bills, driven by rising regulated transmission and distribution charges along with load growth, have heightened customer and regulatory focus on energy affordability, eliciting evolving discussions regarding market design and frameworks. NRG is monitoring and seeking to address these developments through its customer-focused business strategy and public policy advocacy efforts.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Tariffs — NRG’s business is affected by various macroeconomic factors, including tariffs. The U.S. has implemented, or is considering implementing, higher tariffs on imports into the U.S. Any potential increases in capital and operational expenditures may impact the Company’s procurement and sourcing strategies.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
On January 30, 2026, NRG completed the acquisition of the LSP Portfolio from LS Power, pursuant to the Purchase Agreement dated as of May 12, 2025. The acquisition doubles NRG’s generation capacity with the addition of 18 natural gas-fired and dual fuel facilities totaling approximately 13 GW. In addition, NRG acquired CPower, a leading demand response platform, which operates in all the country’s deregulated energy markets and has more than 2,000 commercial and industrial customers. The consideration consisted of 24.25 million shares of NRG common stock and $6.4 billion in cash, plus preliminary working capital and certain other adjustments of $479 million. The Company funded the cash consideration using a portion of the net proceeds of $4.4 billion from the New Unsecured Notes and the New Secured Notes and proceeds of $2.5 billion from the Company’s Revolving Credit Facility. As part of the transaction, NRG also assumed approximately $3.2 billion of debt. For further discussion, see Item 15 — Note 4, Acquisitions and Dispositions.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
On April 10, 2025, the Company acquired all of the ownership interests of six power generation facilities from Rockland Capital, LLC, adding 738 MW of natural gas-fired assets in Texas to its portfolio for $560 million in consideration, less $2 million in working capital adjustments. For further discussion, see Item 15 — Note 4, Acquisitions and Dispositions.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
On November 20, 2025, the Company entered into the Third TEF Loan to support the development of Greens Bayou 6, which is currently under construction. Commercial operation of the 443 MW facility is expected mid-2028.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
On September 26, 2025, the Company entered into the Second TEF Loan to support the development of Cedar Bayou 5, which is currently under construction. Commercial operation of the 689 MW combined cycle facility is expected mid-2028.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
On July 31, 2025, the Company entered into the First TEF Loan to support the development of T.H. Wharton, which is currently under construction. Commercial operation of the 415 MW facility is expected in June 2026.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Cost of operations (excluding depreciation and amortization shown below) 24,761 22,100 (2,661)
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Selling, general and administrative costs (excluding amortization of customer acquisition costs of $295, and $204, respectively, which are included in depreciation and amortization shown separately above) 2,602 2,345 (257)
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Higher natural gas gross margin due to higher revenue rates of $0.15 per Dth, or $34 million, partially offset by higher supply costs of $0.10 per Dth, or $24 million 10
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Lower gross margin at Cottonwood driven by the termination of the facility lease in May 2025 (142)
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Lower gross margin at Cottonwood is driven by spark spread contraction, partially offset by favorable capacity pricing (12)
Read it in 10-K 2026-02-24 at sec.gov ↗
RemovedMD&A
Beginning in the third quarter of 2024, the Company is recording the amortization of capitalized contracts costs within depreciation and amortization. This change, along with additional financial statement disclosures, is meant to address investor inquiries by enhancing transparency to easier match expenses with revenues. The Company previously recorded amortization of capitalized contract costs related to fulfillment in cost of operations and amortization of capitalized contract costs related to customer acquisition primarily in selling, general and administrative costs in the consolidated statements of operations. Amounts for prior years were adjusted for comparative purposes. See Item 15 — Note 2 , Summary of Significant Accounting Policies for further detail. The adjustments had no impact on the Company’s total operating costs and expenses, and total cash flows.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
On September 16, 2024, the Company closed on the sale of its 100% ownership in the Airtron business unit. Proceeds of $500 million were reduced by working capital and other adjustments of $20 million, resulting in net proceeds of $480 million. The Company recorded a gain on the sale of $204 million within the West/Services/Other region of operations.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
In the fourth quarter of 2024, the Company entered into the following debt transactions:
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
Sources Uses Issuance by NRG of 6.000% Senior Notes due 2033 $925 million Repayment of the Vivint Senior Secured Term Loan B $1.310 billion Issuance by NRG of 6.250% Senior Notes due 2034 $950 million Cash tender offer for Vivint 6.750% Senior Secured Notes due 2027(a) $600 million Exchange offer for New NRG 5.750% Senior Notes due 2029 $798 million Exchange offer for Vivint 5.750% Senior Notes due 2029(b) $798 million Incremental Term Loan B issued by NRG $450 million Repayment of NRG 6.625% Senior Notes due 2027 $375 million Transactions fees, expenses and premiums $40 million Total $3.123 billion Total $3.123 billion
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
(a)On October 15, 2024, APX Group, Inc. launched the Cash Tender Offer for the Vivint 6.750% Senior Secured Notes due 2027 and on October 30, 2024, delivered a notice of redemption with respect to the $11 million of the Vivint 6.750% Senior Secured Notes due 2027 that remained outstanding
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
(b)On October 15, 2024, APX Group, Inc. launched an Exchange Offer for the Vivint 5.750% Senior Notes due 2029 and on November 4, 2024, delivered a notice of redemption with respect to the $2 million of the Vivint 5.750% Senior Notes due 2029 that remained outstanding following the Exchange Offer
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
As part of the above transactions, the Company entered into the Tenth and Eleventh Amendments to the Second Amended and Restated Credit Agreement (the “Tenth and Eleventh Amendments”) to the Credit Agreement to (i) include an incremental term loan B in an aggregate principal amount of $450 million (the “Incremental Term Loan B Facility” and the loans thereunder, the “Incremental Term Loans”), (ii) extend the maturity date of its revolving credit facility to October 30, 2029 and (iii) make certain other amendments to the Credit Agreement.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
On November 26, 2024, the Company, as borrower, entered into the Twelfth Amendment to the Second Amended and Restated Credit Agreement (the “Twelfth Amendment”) to the Credit Agreement to (i) reprice both the Existing Term Loan B Facility and the Incremental Term Loan B Facility and (ii) make certain other modifications to the Credit Agreement as set forth therein.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
On December 20, 2024, the Company, as borrower, entered into the Thirteenth Amendment to the Second Amended and Restated Credit Agreement (the “Thirteenth Amendment”) to the Credit Agreement to (i) add APX Group, Inc. as an additional borrower of the loans under the Credit Agreement on a joint and several basis with the Company and (ii) make certain other modifications to the Credit Agreement as set forth therein.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
In connection with the above transactions, a $122 million loss on debt extinguishment was recorded, which included the write-off of discounts and previously deferred financing costs and other fees. For further discussion on these amendments and the debt transactions in the table above, see Item 15 — Note 12, Long-term Debt and Finance Leases.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
In 2024, NRG entered into a definitive partnership agreement with Renew Home, a VPP platform formed by the combination of Google’s Nest Renew and OhmConnect. Leveraging Google Cloud’s AI and cloud platforms, NRG and Renew Home plan to develop a VPP portfolio of up to 1 GW of load management capacity, with instantaneous dispatch value during peak events and tight supply conditions.
Read it in 10-K 2025-02-26 at sec.gov ↗
RemovedMD&A
The Company's strategy is to procure mid to long-term renewable generation through power purchase agreements. NRG has entered into Renewable PPAs totaling approximately 1.9 GW with third-party project developers and other counterparties, of which all are operational as of December 31, 2024. The remaining average tenure of these agreements is nine years. The Company expects to continue evaluating and executing similar agreements that support the needs of the business. The total GW entered into through Renewable PPAs may be impacted by contract terminations when they occur.
Read it in 10-K 2025-02-26 at sec.gov ↗
RewordedMD&A
Depreciation and amortization (348) (167) (323) (158) (99) (645) (36) (1,295) (782) (41) (1,403) Economic gross margin $ 3,428 3,421 $ 1,727 2,045 $ 526 617 $ 1,433 1,840 $ (5) (22) $ 7,109 7,901 (a)Includes results of operations following the acquisition date of March 10, 2023 (b)Includes trading gains and losses and ancillary revenues (c)Includes (b)Includes capacity and emissions credits (d)Includes $3.1 (c)Includes $3.3 billion, $244 $278 million and $1.1 $1.2 billion of TDSP expense in Texas, East, and West/Services/Other, West/Other, respectively (e) Excludes (d)Excludes depreciation and amortization shown separately Business Metrics Texas East West/Services/Other West/Other Vivint Smart Home Corporate/Eliminations Total Home electricity sales volume (GWh) 40,032 12,838 2,243 39,353 15,229 2,355 — — 55,113 56,937 Business electricity sales volume (GWh) 40,250 46,438 10,393 40,274 46,724 10,513 — — 97,081 97,511 Home natural gas retail sales volumes (MDth) — 49,990 75,150 49,927 75,898 — — 125,140 125,825 Business natural gas retail sales volumes (MDth) — 1,587,052 179,888 1,525,094 181,972 — — 1,766,940 1,707,066 Average retail Home customer count (in thousands)(a) 2,878 1,856 774 2,940 2,165 677 — — 5,508 5,782 Ending retail Home customer count (in thousands)(a) 2,928 2,137 762 2,909 2,191 648 — — 5,827 5,748 Average Vivint Smart Home subscriber customer count (in thousands)(b) — — — 2,008 2,171 — 2,008 2,171 Ending Vivint Smart Home subscriber customer count (in thousands)(b) thousands)(b)(c) — — — 2,043 2,226 — 2,043 2,226 GWh sold 30,776 5,396 5,903 23,350 4,442 5,977 — — 42,075 33,769 GWh generated(c) 30,776 2,016 5,903 generated(d) 23,350 2,372 5,977 — — 38,695 31,699 (a)Home customer count includes recurring residential customers, services customers and community choice (b)Vivint Smart Home includes customers that also purchase other NRG products such as electricity (c) Vivint Smart Home includes 72 thousand Home Protection (non-Vivint) customers (d) Includes owned and leased generation, excludes tolled generation and equity investments
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2023 2024 ($ in millions, except otherwise noted) Texas East West/Services/Other West/Other Vivint Smart Home(a) Home Corporate/Eliminations Total Retail revenue $ 10,030 10,400 $ 11,946 11,247 $ 3,943 3,528 $ 1,549 1,991 $ (1) (17) $ 27,467 27,149 Energy revenue 77 291 185 41 242 229 — — 553 (12) 500 Capacity revenue — 197 2 156 24 — (2) 197 (3) 177 Mark-to-market for economic hedging activities — 57 103 (23) 16 — (16) 144 4 (3) Contract amortization — (32) (27) (2) — — (29) Other revenue(a) 210 114 24 — (32) Other revenue(b) 369 88 48 — (11) 494 (12) 336 Total revenue 10,476 12,547 4,281 1,549 (30) 28,823 10,651 11,709 3,819 1,991 (40) 28,130 Cost of fuel (760) (112) (120) (647) (135) (108) — — (992) (890) Purchased energy and other costs of sales(c)(d)(e) (6,288) (10,683) (3,532) (116) 9 (20,610) sales(b)(c)(d) (6,583) (9,579) (3,080) (151) 22 (19,371) Mark-to-market for economic hedging activities 315 (2,471) (867) (684) 1,083 (186) — 16 (3,007) (4) 209 Contract and emissions credit amortization (11) (68) (14) (9) (31) (9) — — (93) (49) Depreciation and amortization (348) (167) (323) (158) (99) (645) (36) (1,295) (782) (41) (1,403) Gross margin $ 3,384 2,405 $ (954) 2,889 $ (351) 337 $ 788 1,058 $ (41) (63) $ 2,826 6,626 Less:
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2024 2025 ($ in millions, except otherwise noted) Texas East West/Services/Other West/Other Vivint Smart Home Corporate/Eliminations Total Retail revenue $ 10,400 10,896 $ 11,247 13,467 $ 3,595 3,054 $ 1,932 2,144 $ (25) (18) $ 27,149 29,543 Energy revenue 41 242 229 49 441 101 — (12) 500 (1) 590 Capacity revenue — 156 24 267 14 — (3) 177 (1) 280 Mark-to-market for economic hedging activities — (23) 16 7 10 — 4 (3) (5) 12 Contract amortization — (27) (2) (6) — — (29) — (6) Other revenue(a) 212 112 24 194 87 23 — (12) 336 (10) 294 Total revenue 10,653 11,707 3,886 1,932 (48) 28,130 11,139 14,263 3,202 2,144 (35) 30,713 Cost of fuel (647) (135) (108) (858) (256) (80) — — (890) (1) (1,195) Purchased energy and other costs of sales(b)(c)(d) (6,585) (9,577) (3,090) (144) 25 (19,371) (6,409) (11,899) (2,693) (201) 8 (21,194) Mark-to-market for economic hedging activities (684) 1,083 (186) (370) 1 6 — (4) 209 5 (358) Contract and emissions credit amortization (9) (13) (31) (9) — — (49) (53) Depreciation and amortization (323) (158) (114) (767) (41) (1,403) (374) (148) (32) (810) (42) (1,406) Gross margin $ 2,405 3,115 $ 2,889 1,930 $ 379 394 $ 1,021 1,133 $ (68) (65) $ 6,626 6,507 Less:
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2024 2025 Business Metrics Texas East West/Services/Other West/Other Vivint Smart Home Corporate/Eliminations Total Home electricity sales volume (GWh) 39,353 15,229 2,355 38,817 15,408 2,542 — — 56,937 56,767 Business electricity sales volume (GWh) 40,274 46,724 10,513 39,278 45,342 12,613 — — 97,511 97,233 Home natural gas retail sales volumes (MDth) — 49,927 75,898 51,028 73,926 — — 125,825 124,954 Business natural gas retail sales volumes (MDth) — 1,525,094 181,972 1,549,286 182,581 — — 1,707,066 1,731,867 Average retail Home customer count (in thousands)(a) 2,940 2,165 748 2,899 2,159 650 — — 5,853 5,708 Ending retail Home customer count (in thousands)(a) 2,909 2,191 720 2,860 2,122 650 — — 5,820 5,632 Average Vivint Smart Home subscriber customer count (in thousands)(b) — — — 2,100 2,327 — 2,100 2,327 Ending Vivint Smart Home subscriber customer count (in thousands)(b) thousands)(b)(c) — — — 2,154 2,419 — 2,154 2,419 GWh sold 23,350 4,442 5,977 28,728 5,970 2,118 — — 33,769 36,816 GWh generated (c) 23,350 2,372 5,977 (d) 28,728 3,722 2,118 — — 31,699 34,568 (a)Home customer count includes recurring residential customers, services customers and community choice (b)Vivint Smart Home includes customers that also purchase other NRG products such as electricity (c) Vivint Smart Home includes 67 thousand Home Protection (non-Vivint) customers (d) Includes owned and leased generation, excludes tolled generation and equity investments investments.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
On April 16, 2024, July 22, 2025, the Company and APX Group LLC, as borrowers, and certain subsidiaries of the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Eighth Fifteenth Amendment to the Second Amended and Restated Credit Agreement (the “Eighth “Fifteenth Amendment”) with, among others, Citicorp North America, Inc., as administrative agent (the “Agent”) and as collateral agent, 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 (as amended, restated, supplemented and/or otherwise modified from time to time, the (the “Credit Agreement”), in order to (i) establish Agreement”) by adding a new incremental Term Loan Facility with borrowings of $875 million B in an aggregate principal amount (the “Existing Term Loan B Facility” and the loans thereunder, the “Existing Term Loans”) and (ii) make certain other modifications to the Credit Agreement as set forth therein. of $1.0 billion.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Texas(In millions) Higher gross margin due to the net effect of: following: $ 34 485 •an increase in net revenue of $178 $388 million, primarily driven by changes in customer term, product and mix •a 5%, 3%, or $144 $97 million increase decrease in cost to serve the retail load load, driven by higher lower realized power prices associated with the Company’s diversified supply strategy including asset sales in 2023 Lower gross margin due to a decrease in load of 1.4 1.9 TWhs, or $46 $63 million, due to weather, driven by changes in customer mix and attrition, partially offset by an increase in load of 7 GWhs, 0.4 TWhs, or $8 million, driven by an increase in average customer counts $25 million attributed to weather (38) Other (3) Decrease 4 Increase in economic gross margin $ (7) Decrease 451 Increase in mark-to-market for economic hedging primarily due to net unrealized gains/losses on open positions related to economic hedges (999) Decrease 314 Increase in contract and emissions credit amortization 2 Decrease (4) Increase in depreciation and amortization 25 Decrease (51) Increase in gross margin $ (979) 710
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2024 2025 (In millions) Texas East West/Services/Other West/Other Eliminations Total Mark-to-market results in revenues Reversal of previously recognized unrealized (gains) (gains)/losses on settled positions related to economic hedges $ — $ (33) (17) $ (1) 6 $ 4 — $ (30) (11) Reversal of acquired (gain) gain positions related to economic hedges — (1) — — (1) Net unrealized gains on open positions related to economic hedges — 11 17 — 28 25 4 (5) 24 Total mark-to-market (losses)/gains gains in revenues $ — $ (23) 7 $ 16 10 $ 4 (5) $ (3) 12 Mark-to-market results in operating costs and expenses Reversal of previously recognized unrealized (gains)/losses on settled positions related to economic hedges(a) $ (663) (504) $ 740 (81) $ 63 164 $ (4) — $ 136 (421) Reversal of acquired loss/(gain) positions related to economic hedges 9 (5) 2 51 (3) — 6 — 48 Net unrealized (losses)/gains gains/(losses) on open positions related to economic hedges (30) 348 (251) — 67 83 85 (158) 5 15 Total mark-to-market (losses)/gains in operating costs and expenses $ (684) (370) $ 1,083 1 $ (186) 6 $ (4) 5 $ 209 (358)
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
(In millions) Maintenance Environmental Investments and Integration Total Texas $ 191 256 $ 18 38 $ 160 682 $ 369 976 East 17 — 3 — 3 West/Services/Other 15 17 West/Other 7 — 1 16 2 9 Vivint Smart Home 18 17 — 5 23 7 24 Corporate 19 32 — 42 61 89 121 Total cash capital expenditures for 2024 243 21 208 472 2025(a) 329 38 780 1,147 Integration operating expenses and cost to achieve — — 60 60 45 45 Investments — — 180 180 203 203 Total cash capital expenditures and investments for the year ended December 31, 2024 2025 $ 243 329 $ 21 38 $ 448 1,028 $ 712 1,395
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
The Company has a customer base that includes NRG Energy, Inc., or NRG or the Company, serves electricity, natural gas, and smart-home technology solutions to approximately 8 million residential customers (comprised of 6 million retail energy customers and 2 million smart home customers) home), in addition to commercial, large commercial and industrial, data center, and wholesale customers, supported by approximately 13 GW of generation as of December 31, 2024. customers.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Fair Value of Contracts as of December 31, 2024 2025 (In millions) Maturity Fair Value Hierarchy Gains/(Losses)(a) (Losses)/Gains(a) 1 Year or Less Greater Than 1 Year to 3 Years Greater Than 3 Years to 5 Years Greater Than Total Fair 5 Years Value Level 1 $ 92 (58) $ 7 (26) $ — $ (1) $ (2) $ 96 (85) Level 2 118 143 22 7 290 (7) 150 26 2 171 Level 3 (107) (50) (9) 2 (164) (128) (75) 6 24 (173) Total $ 103 (193) $ 100 49 $ 12 32 $ 7 25 $ 222 (87)
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
As of December 31, (In millions) 2025 2024 2023 LSP Portfolio acquisition costs $ 32 $ — Vivint Smart Home integration costs $ 29 23 $ 52 Vivint Smart Home Texas Generation Portfolio acquisition costs 5 — 38 Other integration costs, primarily related to Direct Energy 8 7 29 Acquisition-related transaction and integration costs $ 74 $ 30 $ 119
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Depreciation and amortization (323) (158) (114) (767) (41) (1,403) (374) (148) (32) (810) (42) (1,406) Economic gross margin $ 3,421 3,872 $ 2,045 2,107 $ 674 419 $ 1,788 1,943 $ (27) (23) $ 7,901 8,318 (a)Includes trading gains and losses and ancillary revenues (b)Includes capacity and emissions credits (c)Includes $3.3 $3.5 billion, $278 $247 million and $1.2 $1.1 billion of TDSP expense in Texas, East, and West/Services/Other, West/Other, respectively (d)Excludes depreciation and amortization shown separately
Read it in 10-K 2026-02-24 at sec.gov ↗
Quiet changesMD&A
In addition, as subsidies and incentives may contribute to increases in renewable power sources, customer awareness and preferences are shifting toward sustainable solutions.
Read it in 10-K 2026-02-24 at sec.gov ↗
Quiet changesMD&A
Increased Any increase in demand for sustainable energy products from both residential and commercial customers creates opportunities for diversified product offerings in competitive retail markets.
Read it in 10-K 2026-02-24 at sec.gov ↗