Form 8-K

8-K — NRG ENERGY, INC.

Accession: 0001104659-26-043327

Filed: 2026-04-14

Period: 2026-04-14

CIK: 0001013871

SIC: 4911 (ELECTRIC SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2611676d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2611676d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2611676d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2611676d1_ex99-3.htm)

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8-K — FORM 8-K

8-K (Primary)

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Common Stock, par value $0.01

NRG

NYSE Texas [Member]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC

20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2026

NRG ENERGY, INC.

(Exact name of Registrant as specified in its

charter)

Delaware

(State or other jurisdiction of incorporation)

001-15891

(Commission File Number)

41-1724239

(IRS Employer Identification No.)

1301

McKinney Street, Houston, Texas

77010

(Address of principal executive offices, including zip code)

(713)

537-3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant

to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common stock, par value $0.01

NRG

New York Stock Exchange

NYSE Texas

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01.

Regulation FD Disclosure.

On April 14, 2026, NRG Energy,

Inc. (“NRG”) issued a press release announcing its concurrent offerings of (1) senior secured first lien notes due 2031 (the

“Secured Notes” and such offering, the “Secured Notes Offering”) and (2) senior unsecured notes consisting of

(i) senior unsecured notes due 2034 (the “2034 Notes”) and (ii) senior unsecured notes due 2036 (the “2036 Notes”

and collectively with the 2034 Notes and the Secured Notes, the “Notes” and such offering of the 2034 Notes and the 2036 Notes,

the “Unsecured Notes Offering” and together with the Secured Notes Offering, the “Offerings”). A copy of the press

release announcing the offering of the Notes is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On April 14, 2026, NRG issued

a press release announcing the pricing of the Notes, consisting of (i) $500 million aggregate principal amount of 4.955% Secured Notes,

(ii) $1,050 million aggregate principal amount of 5.875% 2034 Notes and (iii) $1,050 million aggregate principal amount of 6.125% 2036

Notes. A copy of the press release announcing the pricing of the Notes is attached hereto as Exhibit 99.2 and incorporated by reference

herein.

Further, on April 14, 2026,

NRG issued a press release announcing that its wholly-owned subsidiary, Lightning Power, LLC (“Lightning”), has commenced

a cash tender offer to purchase (the “Tender Offer”) any and all of Lightning’s 7.250% senior secured notes due 2032

(the “Lightning 2032 Notes”), of which $1,500 million aggregate principal amount is currently outstanding. In conjunction

with the Tender Offer, Lightning is soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments

to the indenture governing the Lightning 2032 Notes to (1) eliminate substantially all of the restrictive covenants and certain affirmative

covenants and events of default and related provisions therein and (2) release all of the guarantees of and the collateral securing

the Lightning 2032 Notes. A copy of the press release announcing the Tender Offer and the Consent Solicitation is attached hereto as Exhibit 99.3

and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release, dated April 14,

2026, announcing the launch of the Notes.

99.2

Press

Release, dated April 14, 2026, announcing the pricing of the Notes.

99.3

Press

Release, dated April 14, 2026, announcing the Tender Offer and Consent Solicitation.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the IXBRL document.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 14, 2026

NRG Energy, Inc.

(Registrant)

By:

/s/ Christine A. Zoino

Christine A. Zoino

Corporate Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611676d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

NRG Energy, Inc. Announces Offerings of

Senior Secured Notes and Senior Unsecured Notes

HOUSTON – April 14, 2026 – NRG Energy, Inc. (NYSE:NRG) announced today the commencement of concurrent offerings

of (1) senior secured first lien notes due 2031 (the “Secured Notes” and such offering, the “Secured Notes Offering”)

and (2) senior unsecured notes (the “Unsecured Notes Offering” and, together with the Secured Notes Offering, the “Offerings”),

consisting of (i) senior unsecured notes due 2034 (the “2034 Notes”) and (ii) senior unsecured notes due 2036 (the “2036

Notes” and, collectively with the 2034 Notes and the Secured Notes, the “Notes”).

The Notes will be guaranteed by each of NRG’s

current and future wholly-owned U.S. subsidiaries that guarantee the term loans under NRG’s credit agreement. The Secured Notes

will be secured by a first priority security interest in the same collateral that is pledged for the benefit of the creditors under NRG’s

credit agreement and existing senior secured notes, which collateral consists of a substantial portion of the property and assets owned

by NRG and the guarantors.

NRG

intends to use the net proceeds from the Offerings, together with the net proceeds of its proposed new term loan B in an aggregate

principal amount of $900 million (the “New TLB”), to repay a portion of the outstanding borrowings under the NRG revolving

credit facility and to pay the tender price of a substantially concurrent tender offer (the “Tender Offer”) through its wholly-owned

subsidiary, Lightning Power, LLC (“Lightning”), for Lightning’s outstanding 7.250% senior secured notes due 2032 (the

“Lightning Notes”), to pay estimated transaction fees, expenses and premiums and, the remainder, if any, for general corporate

purposes, which may include the repurchase, repayment, prepayment or redemption of other debt of NRG, Lightning or any of their respective

subsidiaries.

The consummation of the Secured Notes Offering

is not conditioned upon the completion of the Unsecured Notes Offering or the New TLB or vice versa. The Tender Offer is being made only

by and pursuant to the terms and conditions of the related offer to purchase and consent solicitation statement. The Offerings are not

conditioned upon the completion of the Tender Offer or the tender of any specific amount of the Lightning Notes.

The Notes and related guarantees are being offered

only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),

and, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities

Act. The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction

and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release does not constitute an offer to sell any security, including the Notes, nor a solicitation for an offer to purchase

any security, including the Notes. NRG does not intend to file a registration statement for the resale of the Notes. Nothing contained

herein shall constitute an offer to purchase or the solicitation of an offer to sell any Lightning Notes in the Tender Offer.

About NRG

NRG is a leading provider of electricity, natural

gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported

by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role

in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses

need today and in the future.

Forward-Looking Statements

This news release contains

“forward-looking” statements, as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act

of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking

statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially. You are cautioned

not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NRG does not

undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations as to future

trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on current beliefs

of management as well as assumptions made by, and information currently available to, management. The words “believes,” “projects,”

“anticipates,” “plans,” “expects,” “intends,” “estimates,” “should,”

“forecasts,” “targets,” and similar expressions are intended to identify forward-looking statements. These forward-looking

statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG’s control, that may cause

NRG’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance

or achievements expressed or implied by such forward-looking statements. Information concerning these risks and uncertainties and other

factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its reports

on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. NRG

undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.

Media

NRGMediaRelations@nrg.com

Investors

Brendan Mulhern

609.524.4767

Investor.relations@nrg.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2611676d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

NRG Energy, Inc. Announces Pricing of

Senior Secured Notes and Senior Unsecured Notes

HOUSTON – April 14, 2026 – NRG Energy,

Inc. (NYSE:NRG) has priced its previously announced concurrent offerings of (1) $500 million aggregate principal amount of 4.955% senior

secured first lien notes due 2031 (the “Secured Notes” and such offering, the “Secured Notes Offering”) and (2)

senior unsecured notes (the “Unsecured Notes Offering” and, together with the Secured Notes Offering, the “Offerings”),

consisting of (i) $1,050 million aggregate principal amount of 5.875% senior unsecured notes due 2034 (the “2034 Notes”) and

(ii) $1,050 million aggregate principal amount of 6.125% senior unsecured notes due 2036 (the “2036 Notes” and, collectively

with the 2034 Notes and the Secured Notes, the “Notes”).

The Notes will be guaranteed by each of NRG’s

current and future wholly-owned U.S. subsidiaries that guarantee the term loans under NRG’s credit agreement. The Secured Notes

will be secured by a first priority security interest in the same collateral that is pledged for the benefit of the creditors under NRG’s

credit agreement and existing senior secured notes, which collateral consists of a substantial portion of the property and assets owned

by NRG and the guarantors.

NRG intends to use the net proceeds from the Offerings,

together with the net proceeds of its proposed new term loan B in an aggregate principal amount of $900 million (the “New TLB”),

to repay a portion of the outstanding borrowings under the NRG revolving credit facility and to pay the tender price of its previously

announced tender offer (the “Tender Offer”) through its wholly-owned subsidiary, Lightning Power, LLC (“Lightning”),

for Lightning’s outstanding 7.250% senior secured notes due 2032 (the “Lightning Notes”), to pay estimated transaction

fees, expenses and premiums and, the remainder, if any, for general corporate purposes, which may include the repurchase, repayment, prepayment

or redemption of other debt of NRG, Lightning or any of their respective subsidiaries.

The consummation of the Secured Notes Offering

is not conditioned upon the completion of the Unsecured Notes Offering or the New TLB or vice versa. The Tender Offer is being made only

by and pursuant to the terms and conditions of the related offer to purchase and consent solicitation statement. The Offerings are not

conditioned upon the completion of the Tender Offer or the tender of any specific amount of the Lightning Notes.

The Notes and related guarantees are being offered

only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),

and, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities

Act. The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction

and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release does not constitute an offer to sell any security, including the Notes, nor a solicitation for an offer to purchase

any security, including the Notes. NRG does not intend to file a registration statement for the resale of the Notes. Nothing contained

herein shall constitute an offer to purchase or the solicitation of an offer to sell any Lightning Notes in the Tender Offer.

About NRG

NRG is a leading provider of electricity, natural

gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported

by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role

in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses

need today and in the future.

Forward-Looking Statements

This

news release contains “forward-looking” statements, as defined in Section 27A of the Securities Act and Section 21E

of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations,

are forward-looking statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.

NRG does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events

or otherwise. Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations

as to future trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on

current beliefs of management as well as assumptions made by, and information currently available to, management. The words “believes,”

“projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates,”

“should,” “forecasts,” “targets,” and similar expressions are intended to identify forward-looking

statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond

NRG’s control, that may cause NRG’s actual results, performance and achievements, or industry results, to be materially different

from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning these

risks and uncertainties and other factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”),

including its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov.

NRG undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.

Media

NRGMediaRelations@nrg.com

Investors

Brendan Mulhern

609.524.4767

Investor.relations@nrg.com

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2611676d1_ex99-3.htm · Sequence: 4

Exhibit 99.3

NRG Energy, Inc. Announces Cash Tender Offer

and Consent Solicitation for

any and all of Lightning Power, LLC’s

outstanding 7.250% Senior Secured Notes due 2032

Houston, TX – April 14, 2026 – NRG

Energy, Inc. (NYSE:NRG) announced today that its wholly-owned subsidiary, Lightning Power, LLC (“Lightning”), has commenced

an offer to purchase for cash (the “Tender Offer”) any and all of Lightning’s outstanding 7.250% senior secured notes

due 2032 (the “Notes”), of which $1,500 million aggregate principal amount is currently outstanding.

In conjunction with the Tender Offer, Lightning

is also soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the

Notes (the “Indenture”) to (1) eliminate substantially all of the restrictive covenants and certain affirmative covenants

and events of default and related provisions therein (the “Proposed Amendments”) and (2) release all of the guarantees of

and the collateral securing the Notes (the “Release”). The Proposed Amendments require the consent of holders of a majority

in aggregate principal amount of the outstanding Notes (the “Covenant Requisite Consents”) and the Release requires the consent

of holders of at least 662/3% in aggregate principal amount of the outstanding Notes (the “Release Requisite

Consents”).

In addition, pursuant to the terms of the Indenture,

Lightning currently intends to exercise its right to redeem, in two separate redemptions, up to 10.0% of the aggregate initial principal

amount of the Notes in each redemption, at a redemption price equal to 103.0% of the principal amount of the Notes to be redeemed, plus

accrued and unpaid interest, if any, to, but not including, the redemption date. However, there can be no assurance that any Notes will

be redeemed. Nothing contained herein shall constitute a notice of redemption for the Notes.

The Tender Offer and Consent Solicitation are

being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated April 14, 2026 (the “Statement”). Certain

information regarding the Notes and the terms of the Tender Offer is summarized in the table below.

Title

CUSIP/ISIN

Numbers(1)

Principal Amount

Outstanding

Tender Offer Consideration(2)

Early Tender Payment(2)(3)

Total Consideration(2)(4)

7.250% Senior Secured Notes due 2032

CUSIP: 53229KAA7 (144A); U5400KAA5 (Reg S)

ISIN: US53229KAA79 (144A); USU5400KAA52 (Reg S)

1,500 million

$ 1,013.75

$ 50.00

$ 1,063.75

(1) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press

release or printed on the Notes. They are provided solely for the convenience of holders of the Notes.

(2) Per $1,000 principal amount of Notes tendered and accepted for purchase.

(3) The Early Tender Payment will be payable to Holders who validly tender (and do not validly withdraw) Notes

at or prior to the Early Tender Deadline (as defined below).

(4) Includes the Early Tender Payment for Notes validly tendered (and not validly withdrawn) at or prior to

the Early Tender Deadline.

The Tender Offer is scheduled to expire at 5:00

p.m., New York City time, on May 12, 2026 (such time and date, as it may be extended, the “Expiration Time”). Holders of Notes

who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on April 27, 2026 (such time

and date, as it may be extended, the “Early Tender Deadline”) will be eligible to receive the Total Consideration for such

Notes, which includes the Early Tender Payment set forth in the table above. Holders of Notes who validly tender their Notes after the

Early Tender Deadline but at or prior to the Expiration Time will not be eligible to receive the Early Tender Payment and will therefore

only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Payment.

In addition,

Lightning will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment

date on the Notes to, but not including, the applicable Settlement Date (as defined below). Validly tendered Notes may be validly

withdrawn at any time prior to 5:00 p.m., New York City time, on April 27, 2026 (such time and date, as it may be extended, the “Withdrawal

Deadline”), but not thereafter, except as may be required by applicable law.

The consideration for each $1,000 principal amount

of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase pursuant to the

Tender Offer (the “Total Consideration”) will be $1,063.75. The Total Consideration includes an early tender payment (the

“Early Tender Payment”) of $50 per $1,000 principal amount of Notes (which is payable in respect of Notes tendered (and not

validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase). Holders who tender (and do not validly withdraw)

their Notes after the Early Tender Deadline but at or prior to the Expiration Time will be eligible to receive consideration (the “Tender

Offer Consideration”), equal to (i) the Total Consideration minus (ii) the Early Tender Payment, on the Final Settlement Date (as

defined below).

The settlement date for the Notes validly tendered

(and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase is expected to be within three business

days following the Early Tender Deadline or as promptly as practicable thereafter, unless extended or earlier terminated (the “Early

Settlement Date”). The settlement date for the Notes validly tendered after the Early Tender Deadline but at or prior to the Expiration

Time and accepted for purchase is expected to be within three business days following the Expiration Time or as promptly as practicable

thereafter, unless extended or earlier terminated (the “Final Settlement Date,” and along with the Early Settlement Date,

each a “Settlement Date”).

Assuming receipt of the Covenant Requisite Consents,

Lightning, the guarantors party thereto, the trustee and collateral trustee expect to execute and deliver a supplemental indenture to

the indenture governing the Notes. The supplemental indenture will become effective immediately upon execution but (1) the Proposed Amendments

will not become operative until we accept for purchase the Notes satisfying the Covenant Requisite Consents in the Tender Offer and (2)

the Release will not become operative until we accept for purchase the Notes satisfying the Release Requisite Consents in the Tender Offer.

Lightning’s obligation to purchase Notes

in the Tender Offer is conditioned on the satisfaction or waiver of a number of conditions as described in the Statement, including the

Financing Condition (as defined in the Statement). The Tender Offer is not conditioned upon the tender of any minimum principal amount

of Notes. In the event of a termination of the Tender Offer, neither the applicable consideration will be paid or become payable to the

holders of the Notes, and the Notes tendered pursuant to the Tender Offer will be promptly returned to the tendering holders. Lightning

has the right, in its sole discretion, to not accept any tenders of Notes for any reason and to amend or terminate the Tender Offer at

any time.

Copies of the Statement are available to holders

of the Notes from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer (the “Tender and Information

Agent”). Requests for copies of the Statement should be directed to the Tender and Information Agent at (888) 605-1956 (toll free)

and (646) 602-4897 (banks and brokers) or by e-mail to nrg@dfking.com. Lightning has engaged Citigroup Global Markets Inc. and Santander

US Capital Markets LLC as lead dealer managers for the Tender Offer and lead solicitation agent for the Consent Solicitation. Questions

regarding the terms of the Tender Offer and Consent Solicitation may be directed to Citigroup Global Markets Inc. at +1 (212) 723-6106

(collect) or +1 (800) 558-3745 (toll-free) and Santander US Capital Markets LLC at +1 (212) 350-0660 (collect) or +1 (855) 404-3636 (toll-free).

None of Lightning, the dealer managers, the Tender

and Information Agent, the trustee for the Notes or any of their respective affiliates is making any recommendation as to whether holders

should or should not tender any Notes in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender

Offer are fair to any holder. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so,

the principal amount of Notes to tender. Please refer to the Statement for a description of the offer terms, conditions, disclaimers and

other information applicable to the Tender Offer and Consent Solicitation.

This press release does not constitute an offer

to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Statement. Lightning

is making the Tender Offer only in those jurisdictions where it is legal to do so. The Tender Offer is not being made to holders of the

Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other

laws of such jurisdiction.

About NRG

NRG is a leading provider of electricity, natural

gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported

by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role

in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses

need today and in the future.

Forward-Looking Statements

This news release contains

“forward-looking” statements, as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange

Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking