NRG ENERGY, INC. - Annual Report: 2024 (Form 10-K)

BTUBritish Thermal UnitBusinessNRG Business, which serves business customersCAAClean Air ActCAISOCalifornia Independent System OperatorCAMT15% Corporate Alternative Minimum Tax enacted by the IRA on August 16, 2022CDDCooling Degree DayCFTCU.S. Commodity Futures Trading Commission

CO2

Carbon Dioxide

CO2e

Carbon Dioxide EquivalentsCompanyNRG Energy, Inc.CONECost of New EntryConvertible Senior Notes

As of December 31, 2024, consists of NRG’s $232 million unsecured 2.750% Convertible Senior Notes due 2048

CottonwoodCottonwood Generating Station, a 1,139 MW natural gas-fueled plantCPPClean Power PlanCPUCCalifornia Public Utilities CommissionD.C. CircuitU.S. Court of Appeals for the District of Columbia CircuitDSIDry Sorbent Injection DSUDeferred Stock UnitDthDekathermsDual fuel customersCustomer that have both electricity and natural gas service with the CompanyEconomic gross marginSum of retail revenue, energy revenue, capacity revenue and other revenue, less cost of fuels, purchased energy and other cost of salesELGEffluent Limitations Guidelines which are EPA regulations issued under the federal Clean Water ActEPAU.S. Environmental Protection AgencyEPCEngineering, Procurement and ConstructionERCOTElectric Reliability Council of Texas, the Independent System Operator and the regional reliability coordinator of the various electricity systems within TexasESPPNRG Energy, Inc. Amended and Restated Employee Stock Purchase PlanExchange ActThe Securities Exchange Act of 1934, as amendedFASBFinancial Accounting Standards BoardFERCFederal Energy Regulatory CommissionFGDFlue gas desulfurizationFPAFederal Power ActFTRsFinancial Transmission Rights


GAAP						Generally accepted accounting principles in the United States
GHG						Greenhouse Gas
Green Mountain Energy						Green Mountain Energy Company
GW						Gigawatts
GWh						Gigawatt Hours
HDD						Heating Degree Day
Heat Rate						A measure of thermal efficiency computed by dividing the total BTU content of the fuel burned by the resulting kWhs generated. Heat rates can be expressed as either gross or net heat rates, depending whether the electricity output measured is gross or net generation and is generally expressed as BTU per net kWh
Home						NRG Home, which serves residential customers
ICE						Intercontinental Exchange
IoT						Internet of Things
IRA						Inflation Reduction Act
ISO						Independent System Operator, also referred to as RTOs
ISO-NE						ISO New England Inc.
Ivanpah						Ivanpah Solar Electric Generation Station, a 385 MW solar thermal power plant located in California's Mojave Desert in which NRG owns 54.5% interest
kWh						Kilowatt-hours
LSEs						Load Serving Entities
LTIPs						Collectively, the NRG LTIP and the Vivint LTIP
MDth						Thousand Dekatherms
Midwest Generation						Midwest Generation, LLC
MISO						Midcontinent Independent System Operator, Inc.
MMBtu						Million British Thermal Units
MMDth						Million Dekatherms
MW						Megawatts
MWh						Saleable megawatt hour net of internal/parasitic load megawatt-hour
NAAQS						National Ambient Air Quality Standards
NEPOOL						New England Power Pool
NERC						North American Electric Reliability Corporation
NERC-CIP						North American Electric Reliability Corporation Critical Infrastructure Protection
Net Exposure						Counterparty credit exposure to NRG, net of collateral
Net Generation						The net amount of electricity produced, expressed in kWhs or MWhs, that is the total amount of electricity generated (gross) minus the amount of electricity used during generation
NIST						National Institute of Standards and Technology
Nodal						Nodal Exchange is a derivatives exchange
NOL						Net Operating Loss
NOx						Nitrogen Oxides
NPNS						Normal Purchase Normal Sale
NRC						U.S. Nuclear Regulatory Commission
NRG						NRG Energy, Inc.
NRG LTIP						NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan, as amended
Nuclear Decommissioning Trust Fund						NRG's nuclear decommissioning trust fund assets, which were for the Company's portion of the decommissioning of the STP, units 1 & 2 through the sale of STP on November 1, 2023
NYISO						New York Independent System Operator
NYMEX						New York Mercantile Exchange
OCI/OCL						Other Comprehensive Income/(Loss)


Peaking						Units expected to satisfy demand requirements during the periods of greatest or peak load on the system
PG&E						PG&E Corporation (NYSE: PCG) and its primary operating subsidiary, Pacific Gas and Electric Company
PJM						PJM Interconnection, LLC
PM2.5						Particulate Matter that has a diameter of less than 2.5 micrometers
PPA						Power Purchase Agreement
PUCT						Public Utility Commission of Texas
RCRA						Resource Conservation and Recovery Act of 1976
Receivables Facility						NRG Receivables LLC, a bankruptcy remote, special purpose, wholly-owned indirect subsidiary of the Company's $2.3 billion accounts receivables securitization facility due 2025, which was last amended on June 21, 2024
Receivables Securitization Facilities						Collectively, the Receivables Facility and the Repurchase Facility
RECs						Renewable Energy Certificates
Renewable PPA						A third-party PPA entered into directly with a renewable generation facility for the offtake of the RECs or other similar environmental attributes generated by such facility, coupled with the associated power generated by that facility
Renewables						Consists of the following projects in which NRG has an ownership interest: Ivanpah and solar generating stations located at various NFL Stadiums
Renewables Platform						The renewable operating and development platform sold to Global Infrastructure Partners with NRG's interest in NRG Yield
REP						Retail electric provider
Repurchase Facility						NRG's $150 million uncommitted repurchase facility related to the Receivables Facility due 2024, which was terminated on June 21, 2024
Revolving Credit Facility						The Company's $4.2 billion revolving credit facility due 2029, which was last amended on December 20, 2024
RGGI						Regional Greenhouse Gas Initiative
RMR						Reliability Must-Run
RPS						Renewable Portfolio Standards
RPSU						Relative Performance Stock Unit
RSU						Restricted Stock Unit
RTO						Regional Transmission Organization
SCR						Selective Catalytic Reduction Control System
SEC						U.S. Securities and Exchange Commission
Securities Act						The Securities Act of 1933, as amended
Senior Credit Facility						NRG's senior secured credit facility, comprised of the Revolving Credit Facility and the Term Loan B Facility
Senior Notes						As of December 31, 2024, NRG's $6.2 billion outstanding unsecured senior notes consisting of $821 million of 5.750% senior notes due 2028, $733 million of the 5.250% senior notes due 2029, $500 million of the 3.375% senior notes due 2029, $798 million of the 5.750% senior notes due 2029, $1.0 billion of the 3.625% senior notes due 2031, $480 million of the 3.875% senior notes due 2032, $925 million of the 6.000% senior notes due 2033 and $950 million of the 6.250% senior notes due 2034
Senior Secured First Lien Notes						As of December 31, 2024, NRG’s $2.6 billion outstanding Senior Secured First Lien Notes consists of $500 million of the 2.000% Senior Secured First Lien Notes due 2025, $900 million of the 2.450% Senior Secured First Lien Notes due 2027, $500 million of the 4.450% Senior Secured First Lien Notes due 2029 and $740 million of the 7.000% Senior Secured First Lien Notes due 2033
Series A Preferred Stock						As of December 31, 2024, NRG's Series A Preferred Stock consists of 650,000 outstanding shares of the 10.25% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, with a $1,000 liquidation preference per share
SO2						Sulfur Dioxide
SOFR						Secured overnight financing rate

South Central Portfolio

NRG's South Central Portfolio, which owned and operated a portfolio of generation assets consisting of Bayou Cove, Big Cajun-I, Big Cajun-II, Cottonwood and Sterlington, was sold on February 4, 2019. NRG is leasing back the Cottonwood facility through May 2025

S&P

Standard & Poor's

STP

South Texas Project — a nuclear generating facility located near Bay City, Texas in which NRG owned a 44% interest. NRG closed on the sale of its interest in STP on November 1, 2023

STPNOC

South Texas Project Nuclear Operating Company

Tax Act

The Tax Cuts and Jobs Act of 2017

TDSP

Transmission/distribution service provider

Texas Genco

Texas Genco LLC

TSR

Total Shareholder Return

TWh

Terawatt Hour

U.S.

United States of America

VaR

Value at Risk

(a)Utility Scale Solar is described in MW on an alternating current basis. MW figures provided represent nominal summer net MW capacity of power generated as adjusted for the Company's owned interest

(b)Includes proportionate share of equity owned investments and the Cottonwood lease

Plant Operations is responsible for operating the Company's generation facilities at high standards of safety and regulatory compliance, and includes (i) operations and maintenance, (ii) asset management, and (iii) development, engineering and construction.

Operations & Maintenance

NRG operates and maintains its generation portfolio, as well as approximately 6,200 MW of additional coal, natural gas and wind generation capacity at 13 plants operated on behalf of third parties as of December 31, 2024 using prudent industry practices for the safe, reliable and economic generation of electricity in compliance with all local, state and federal requirements. The Company follows a consistent set of operating requirements, including a solid base of training, required adherence to specific safety and environmental limits, procedure and checklist usage, and the implementation of continuous process improvement through incident investigations.

NRG uses industry leading maintenance practices for preventive, predictive and corrective maintenance planning. The Company’s strategic planning process evaluates equipment condition, performance, and obsolescence to support the development of a comprehensive work scope and schedule for long-term performance.

Asset Management

NRG manages all aspects of its generation portfolio to optimize the lifecycle value of the assets, consistent with the Company’s goals. The Company evaluates capital projects required for continued operation and strategic enhancement of the assets, provides quality assurance on capital outlays, and assesses the impact of rules, regulations, and laws on business profitability. In addition, the Company manages its long-term contracts and real estate holdings and provides management services.

Development, Engineering & Construction

NRG develops, engineers and executes major plant projects as well as “new build” generation and energy storage projects that enhance the value of its generation portfolio and provide options to meet generation growth needs in the retail markets it serves, in accordance with the Company’s strategic goals. These projects have included gas-fired generation development and construction, coal to gas conversions, grid scale energy storage development, grid scale renewable construction, and asset demolition, remediation and reclamation work.

Texas Development Priorities — During 2024, NRG advanced progress on three new generation projects aimed at expanding its operational capacity to meet growing retail power supply needs in the ERCOT wholesale electric market. These projects include a new 415 MW peaker plant at its T.H. Wharton generating station in Texas, which is scheduled to be operational in 2026 and a new 689 MW combined cycle generating facility at its Cedar Bayou generating station in Texas, which is scheduled to be operational in 2028. Both projects are under consideration for financing from the Texas Energy Fund. NRG continues to explore its options for the 443 MW Greens Bayou 6 project. These additions to NRG’s portfolio are strategically aligned with the Company’s commitment to meeting the growing energy needs of its customers.

Vivint Smart Home

Vivint Smart Home is a leading smart home platform that provides customers with technology, products and services to create a smarter, greener, safer home. A smart home has multiple devices integrated into a single expandable platform that incorporates artificial intelligence (“AI”) and machine-learning in its operating system, which allows customers to interact with and manage their home from anywhere via the Vivint app on their smart device. Vivint Smart Home provides a customized

solution for the home using integrated smart cameras (indoor, outdoor and doorbell), locks, lights, thermostats, garage door controls and a host of other safety and security sensors.

Vivint Smart Home provides a fully integrated solution for consumers, including hardware, software, sales, installation by trained and experienced in-home service professionals, customer service, technical support and professional monitoring. This seamless integration of high-quality products and services resulted in an average customer lifetime of approximately nine years as of December 31, 2024. The Company believes its ability to offer related or adjacent products and services that leverage the existing smart home platform, as well as energy services, can extend the average customer lifetime and increase the lifetime value of customers. As of December 31, 2024, Vivint Smart Home's cloud-based home platform currently manages more than 33 million in-home devices, and the average customer on Vivint Smart Home's cloud-based home platform engages with the smart home app approximately 17 times per day and has approximately 16 devices in its home.

Operational Statistics

The following statistics represent the Company's retail load and customer count:


	Year ended December 31,
	2024	2023	2022
Sales volumes - Electricity (in GWh)
Home - Texas	39,353	40,032	43,155
Home - East	15,229	12,838	13,269
Home - West/Services/Other	2,355	2,243	2,250
Business - Texas	40,274	40,250	38,447
Business - East	46,724	46,438	47,724
Business - West/Services/Other	10,513	10,393	10,231
Total Load	154,448	152,194	155,076

Sales volumes - Natural gas (in MDth)
Home - East	49,927	49,990	53,051
Home - West/Services/Other	75,898	75,150	92,035
Business - East	1,525,094	1,587,052	1,618,946
Business - West/Services/Other	181,972	179,888	154,074
Total Load	1,832,891	1,892,080	1,918,106


	Year ended December 31,
	2024	2023	2022
Customer count - Electricity customers(a)(b) (in thousands)
Home - Texas
Average retail	2,940	2,878	2,961
Ending retail	2,909	2,928	2,859
Home - East
Average retail	1,777	1,466	1,408
Ending retail	1,807	1,752	1,381
Home - West/Services/Other
Average retail	395	393	383
Ending retail	373	404	390

Customer count - Natural gas customers(b) (in thousands)
Home - East
Average retail	388	390	375
Ending retail	384	385	380
Home - West/Services/Other
Average retail	353	381	416
Ending retail	347	358	396

Total Customer count (in thousands)
Average retail - Home - Electricity and Natural gas	5,853	5,508	5,543
Average - Vivint Smart Home(c)	2,100	2,008	—

Ending retail - Home - Electricity and Natural gas	5,820	5,827	5,406
Ending - Vivint Smart Home(c)	2,154	2,043	—
Total Ending retail and Vivint Smart Home	7,974	7,870	5,406
(a) Home customer count includes recurring residential customers, services customers, and community choice
(b) Dual fuel customers are included within electricity customer counts only
(c) Vivint Smart Home includes customers that also purchase other NRG products

The tables below present these performance metrics for the Company's generation portfolio, including leased facilities, for the years ended December 31, 2024 and 2023:

Year Ended December 31, 2024

Fossil Plants (a)

Net Owned
Capacity (MW)

Net Generation (In thousands of MWh) (a)

Annual Equivalent Availability Factor

Average Net Heat Rate BTU/kWh

Net Capacity

Factor

(a)MW capacity of the facility without taking into account NRG ownership percentage

(b)Actual capacity, adjusted for ownership interest, can vary depending on factors including weather conditions, operational conditions, and other factors. Additionally, ERCOT and PJM require periodic demonstration of capability, and the capacity may vary individually and in the aggregate from time to time

(c)The Company previously announced the shut down of the Indian River facility. However, PJM identified reliability impacts resulting from the proposed deactivation and Indian River Unit 4 retired on February 23, 2025

(d)Powerton is projected to close by December 31, 2028 to comply with ELG regulations

(e)NRG leases 100% interests in the Cottonwood facility through a facility lease agreement expiring in May 2025 and operates the Cottonwood facility

(f)On January 17, 2025, PG&E filed an advice letter to the CPUC seeking approval of a termination agreement between the utility and Solar Partners II, LLC and Solar Partners VIII, LLC, which include NRG’s ownership interests. If approved by the CPUC, this would result in the termination of PG&E’s PPAs with Ivanpah Units 1 and 3

NRG owns several real properties and facilities related to its generation assets, other vacant real property unrelated to its generation assets, and properties not used for operational purposes. NRG believes it has satisfactory title to its plants and facilities in accordance with standards generally accepted in the electric power industry, subject to exceptions that, in the Company's opinion, would not have a material adverse effect on the use or value of its portfolio.

NRG leases its operational and corporate headquarters in Houston, Texas, its financial and commercial corporate offices in Princeton, New Jersey, its smart home corporate offices in Provo and Lehi, Utah, as well as its retail operations offices, smart home monitoring stations, call centers, warehouses and various other office space.

Item 3 — Legal Proceedings

See Item 15 — Note 22, Commitments and Contingencies, to the Consolidated Financial Statements for discussion of the material legal proceedings to which NRG is a party.

Item 4 — Mine Safety Disclosures

There have been no events that are required to be reported under this Item.

PART II

Item 5 — Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holders

NRG's common stock trades on the New York Stock Exchange under the symbol "NRG". NRG's authorized capital stock consists of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock. A total of 25,000,000 shares of the Company's common stock are authorized for issuance under the NRG LTIP, and a total of 17,500,000 shares of common stock are authorized for issuance under the Vivint LTIP. For more information about the LTIPs, refer to Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters and Item 15 — Note 20, Stock-Based Compensation, to the Consolidated Financial Statements.

As of January 31, 2025, there were 14,339 common stockholders of record.

The Company’s long-term capital allocation framework targets to return approximately 80% of excess cash to shareholders and invest 20% in growth initiatives, after debt reduction. The Company expects to return the capital to shareholders through share repurchases and dividends on its common stock.

In 2024, the Company increased the annual dividend on its common stock to $1.63 per share, representing an 8% increase from 2023. Consistent with its capital allocation framework, the Company further increased the annual dividend on its common stock by 8% to $1.76 per common share beginning in the first quarter of 2025. The long-term capital allocation policy targets an annual dividend growth rate of 7-9% per common share.

Issuer Purchases of Equity Securities

NRG engages in share repurchase programs with the goal of returning excess cash to shareholders. The share repurchase plan permits the execution of the plan through open-market purchases, private transactions, accelerated share repurchases and other similar transactions. The timing, price and volume of repurchases is based on a number of factors, including available capital, market conditions, and compliance with associated laws and regulations.

In June 2023, the Company announced that the Board of Directors increased the share repurchase authorization of its common stock to $2.7 billion to be executed through 2025. In October 2024, the Board of Directors authorized an additional $1.0 billion for shares repurchases as part of the existing share repurchase authorization. Through January 31, 2025, the Company completed $2.2 billion of share repurchases under the $3.7 billion authorization. For further information regarding share repurchases, see Item 15 — Note 15, Capital Structure in this Annual Report on Form 10-K.

The table below sets forth the information with respect to purchases made by or on behalf of NRG or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act) of NRG's common stock during the quarter ended December 31, 2024:


For the three months ended December 31, 2024	Total Number of Shares Purchased	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)(b)
Month #1
(October 1, 2024 to October 31, 2024)	2,524,323	$	89.23	2,524,323	$	2,006
Month #2
(November 1, 2024 to November 30, 2024)	1,612,869	$	94.94	1,612,869	$	1,853
Month #3
(December 1, 2024 to December 31, 2024)	2,406,947	$	94.78	2,406,947	$	1,625

Total at December 31, 2024	6,544,139	$	92.68	6,544,139

(a)The average price paid per share excludes excise taxes owed and commissions per share paid in connection with the open market share repurchases

(b)Includes commissions paid in connection with the open market share repurchases

Stock Performance Graph

The performance graph below compares the cumulative total stockholder return on NRG's common stock for the period December 31, 2019 through December 31, 2024, with the cumulative total return of the Standard & Poor's 500 Composite Stock Price Index ("S&P 500") and the Philadelphia Utility Sector Index ("UTY").

The performance graph shown below is being furnished and compares each period assuming that $100 was invested on December 31, 2019, in each of the common stock of NRG, the stocks included in the S&P 500 and the stocks included in the UTY, and that all dividends were reinvested.

Comparison of Cumulative Total Return


	12/31/2019		12/31/2020		12/31/2021		12/31/2022		12/31/2023		12/31/2024
NRG Energy, Inc.	$	100.00	$	99.16	$	117.55	$	89.97	$	152.25	$	271.99
S&P 500	100.00		118.76		152.84		125.16		158.07		197.61
UTY	100.00		103.22		122.05		122.84		111.58		134.88

Item 6 — Reserved

Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations

The discussion and analysis below has been organized as follows:

•Executive Summary, including the business environment in which the Company operates, a discussion of regulation, weather, competition and other factors that affect the business, and other significant events that are important to understanding the results of operations and financial condition;

•Results of operations for the years ended December 31, 2024 and December 31, 2023, including an explanation of significant differences between the periods in the specific line items of NRG's Consolidated Statements of Operations;

•Liquidity and capital resources including liquidity position, financial condition addressing credit ratings, material cash requirements and commitments, and other obligations; and

•Critical accounting estimates that are most important to both the portrayal of the Company's financial condition and results of operations, and require management's most difficult, subjective, or complex judgments.

As you read this discussion and analysis, refer to NRG's Consolidated Statements of Operations in this Annual Report on Form 10-K, which present the results of the Company's operations for the years ended December 31, 2024 and 2023, and also refer to Item 1 — Business to this Annual Report on Form 10-K for more detail discussion about the Company's business.

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.

The Company has elected to omit discussion of the earliest of the three years covered by the consolidated financial statements presented. A discussion and analysis of fiscal year 2022 may be found in Part II, Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 28, 2024, and is not materially impacted by the adjustments noted above.

The following discussion and analysis also contains forward-looking statements, including, without limitation, statements relating to NRG’s plans, strategies, objectives, expectations, intentions, and resources. Such forward-looking statements should be read in conjunction with the disclosures under Item 1A — Risk Factors of this Annual Report on Form 10-K.

Executive Summary

NRG Energy, Inc., or NRG or the Company, is a leading energy and smart home company fueled by market-leading brands, proprietary technologies and complementary sales channels. Across the U.S. and Canada, NRG delivers innovative, sustainable solutions, predominately under the brand names such as NRG, Reliant, Direct Energy, Green Mountain Energy, and Vivint, while also advocating for competitive energy markets and customer choice. The Company has a customer base that includes approximately 8 million residential customers (comprised of 6 million retail energy customers and 2 million smart home customers) in addition to commercial, industrial, and wholesale customers, supported by approximately 13 GW of generation as of December 31, 2024.

Business Environment

The industry dynamics and external influences affecting the Company, its businesses, and the retail energy and power generation industry in 2024 and for the future medium term include:

Market Dynamics — The price of natural gas plays an important role in setting the price of electricity in many of the regions where NRG operates. Natural gas prices are driven by variables including demand from the industrial, residential, and electric sectors, productivity across natural gas supply basins, costs of natural gas production, changes in pipeline infrastructure, global liquified natural gas demand, exports of natural gas, and the financial and hedging profile of natural gas customers and producers. In 2024, the average natural gas price at Henry Hub was $2.27 per MMBtu compared to $2.74 per MMBtu in 2023, representing a decrease of 17%.

NRG may experience impacts to gross margins due to significant, rapid changes in current natural gas prices, the impact those prices have on power prices, and the lag in its ability to make a corresponding adjustment to the retail rates it charges customers on term and month to month contracts. The Company hedges its load commitments in order to mitigate the impact of changes in commodity prices, and as a result, these gross margin impacts would be realized in future periods until it is able to make the corresponding adjustments to the retail customer rates.

The relative price of natural gas as compared to coal and prevailing power prices are the primary driver of coal demand. Coal commodity prices remained relatively flat in 2024.

Electricity Prices — The price of electricity is a key determinant of the profitability of the Company. Many variables such as the price of different fuels, weather, load growth and unit availability all coalesce to impact the final price for electricity and the Company's profitability. An increase in supply cost volatility in the competitive retail markets may result in smaller companies choosing to exit the market, which may result in further consolidation in the competitive retail space. The following table summarizes average on-peak power prices for each of the major markets in which NRG operates.


	Average On-Peak Power Price ($/MWh)
	Year Ended December 31,				2024 vs 2023
Region	2024		2023		Change %
Texas
ERCOT - Houston(a)	$	32.05	$	74.32	(57)	%
ERCOT - North(a)	30.71		72.89		(58)	%
East
NY J/NYC(b)	45.25		38.95		16	%
NEPOOL(b)	46.59		41.36		13	%
COMED (PJM)(b)	31.86		32.72		(3)	%
PJM West Hub(b)	40.75		39.34		4	%
West
CAISO - SP15(b)	29.95		60.17		(50)	%
MISO - Louisiana Hub(b)	30.26		33.64		(10)	%

(a)Average on-peak power prices based on real time settlement prices as published by the respective ISOs

(b)Average on-peak power prices based on day-ahead settlement prices as published by the respective ISOs

Load Growth — The electric industry is expected to experience a surge in demand driven primarily by new manufacturing, industrial and data center facilities (inclusive of GenAI). The U.S. Energy Information Administration's 2023 Annual Energy Outlook, combined with external forecasts of GenAI, shows the potential for 500 TWh of incremental load across the U.S. through 2030, as compared to 2023. ERCOT's current long term load forecast shows peak demand increasing from 86 GW in 2024 to 137 GW in 2028. This load growth will require significant planning and construction of new generation and transmission.

Increased Awareness of, and Action to Combat, Climate Change — Diverse groups of stakeholders, including investors, asset managers, financial institutions, non-government organizations, industry coalitions, individual companies, consumer groups and academic institutions, are increasingly engaged in efforts to limit global warming in the post-industrial era to 1.5 degrees Celsius. As a result, policymakers and regulators at regional, national, sub-national and local levels of government, both in the U.S. and other parts of the world, are increasingly focused on actions to combat climate change.

NRG actively monitors climate change related developments that could impact its business and regularly engages with a diverse set of stakeholders on these issues. Such engagement helps the Company identify and pursue potential opportunities both to decarbonize its business and better serve its customers. NRG is committed to providing transparent disclosures of its climate risks and opportunities to stakeholders.

Lower Carbon Infrastructure Development — Policy mechanisms at the state and federal level, including production and investment tax credits, cash grants, loan guarantees, accelerated depreciation tax benefits, RPS, and carbon trading plans, have supported and continue to support the development of renewable generation, demand-side and smart grid, and other lower carbon infrastructure technologies. According to ERCOT, 43% of 2024 energy consumption in the ERCOT market was generated from carbon emission-free resources, with wind power contributing 24%. In addition, as subsidies and incentives contribute to increases in renewable power sources, customer awareness and preferences are shifting toward sustainable solutions. Increased demand for sustainable energy products from both residential and commercial customers creates opportunities for diversified product offerings in competitive retail markets.

Digitization and Customization — The electric industry is experiencing major technological changes in the way power is distributed and consumed by end-use customers. The electric grid is shifting from a centralized analog system, where power is generated from limited sources and flows in one direction, to a decentralized multidirectional system, where power can be generated from a number of distributed resources and stored or dispatched on an as-needed basis. In addition, customers are seeking new ways to engage with their power providers. Technologies like smart thermostats, smart appliances and electric vehicles are giving individuals more choice and control over their electricity usage. Power providers are starting to engage with

customers who have transitioned to smart homes with new offerings, including but not limited to behind-the-meter demand response, or virtual power plant products. Companies with large customer bases in competitive marketplaces are poised to create additional engagement with customers to help further integrate their smart home into their daily lives.

Weather — Weather conditions in the regions of the U.S. in which NRG conducts business influence the Company's financial results. Weather conditions can affect the supply and demand for electricity and fuels and may also impact the availability of the Company's generating assets. Changes in energy supply and demand may impact the price of these energy commodities in both the spot and forward markets, which may affect the Company's results in any given period. Typically, demand for and the price of electricity is higher in the summer and the winter seasons, when temperatures and resultant demand are more extreme. The demand for and price of natural gas is also generally higher in the winter. However, all regions of the U.S. typically do not experience extreme weather conditions at the same time, thus NRG's operations are typically not exposed to the effects of extreme weather in all parts of its business at once.

Other Factors — A number of other factors significantly influence the level and volatility of prices for energy commodities and related derivative products for NRG's business. These factors include:

•seasonal, daily and hourly changes in demand;

•extreme peak demands;

•performance of renewable generation;

•available supply resources;

•transportation and transmission availability and reliability within and between regions;

•location of NRG's generating facilities relative to the location of its load-serving opportunities;

•procedures used to maintain the integrity of the physical electricity system during extreme conditions; and

•changes in the nature and extent of federal and state regulations.

These factors can affect energy commodity and derivative prices in different ways and to different degrees. These effects may vary throughout the country as a result of regional differences in:

•weather conditions;

•market liquidity;

•capability and reliability of the physical electricity and gas systems;

•local transportation systems; and

•the nature and extent of electricity deregulation.

Environmental Matters, Regulatory Matters and Legal Proceedings — Details of environmental matters are presented in Item 15 — Note 24, Environmental Matters, to the Consolidated Financial Statements and Item 1 — Business, Environmental Matters. Details of regulatory matters are presented in Item 15 — Note 23, Regulatory Matters, to the Consolidated Financial Statements and Item 1 — Business, Regulatory Matters. Details of legal proceedings are presented in Item 15 — Note 22, Commitments and Contingencies, to the Consolidated Financial Statements. Some of this information relates to costs that may be material to the Company's financial results.

Significant Events

The following significant events occurred during 2024 and through the filing date, as further described within this Management's Discussion and Analysis and the Consolidated Financial Statements:

Dispositions

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.

Capital Allocation

In October 2024, the Board of Directors authorized an additional $1.0 billion for share repurchases as part of the existing share repurchase authorization, for a total of $3.7 billion. As of January 31, 2025, $1.5 billion is remaining under the $3.7 billion authorization.

In the first quarter of 2024, NRG increased the annual common stock dividend to $1.63 from $1.51 per share, representing an 8% increase from 2023. Beginning in the first quarter of 2025, NRG increased the annual common stock dividend by 8% to $1.76 per share. The Company expects to target an annual common stock dividend growth rate of 7-9% per share in subsequent years.

On April 16, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Eighth Amendment to the Second Amended and Restated Credit Agreement (the “Eighth Amendment”) with, among others, Citicorp North America, Inc., as administrative agent (the “Agent”) and as collateral 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 “Credit Agreement”), in order to (i) establish a new Term Loan Facility with borrowings of $875 million in 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. The proceeds from the Existing Term Loans were used to repay a portion of the Company’s Convertible Senior Notes, all of the Company's 3.750% senior secured first lien notes due 2024 and for general corporate purposes. For further discussion, see Item 15 — Note 12, Long-term Debt and Finance Leases.

On April 22, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Ninth Amendment to the Second Amended and Restated Credit Agreement (the “Ninth Amendment”) to the Credit Agreement to its Revolving Credit Facility to extend the maturity date of a portion of the revolving commitments thereunder to February 14, 2028. For further discussion, see Item 15 — Note 12, Long-term Debt and Finance Leases.

During the year ended December 31, 2024, the Company repurchased $343 million in aggregate principal amount of its Convertible Senior Notes, for $603 million, which included the payment of $3 million of accrued interest, using cash on hand and a portion of the proceeds from the Existing Term Loans. For the year ended December 31, 2024, a $260 million loss on debt extinguishment was recorded in connection with the repurchases. For further discussion, see Item 15 — Note 12, Long-term Debt and Finance Leases.

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties to effectively lock in a conversion premium of $257 million on the remaining $232 million of the Convertible Senior Notes. The option price of $257 million was incurred when the Company entered into the capped call transactions, which will be payable upon the earlier of settlement and expiration of the applicable Capped Call. For further discussion see Item 15 — Note 15, Capital Structure.

On June 21, 2024, NRG Receivables, amended its existing Receivables Facility to, among other things, (i) extend the scheduled termination date to June 20, 2025, (ii) increase the aggregate commitments from $1.4 billion to $2.3 billion (adjusted seasonally) and (iii) add a new originator. For further discussion, see Item 15 — Note 12, Long-term Debt and Finance Leases.

During the second quarter of 2024, the Company repaid $600 million in aggregate principal amount of its 3.750% Senior Secured First Lien Notes due 2024.

Debt Refinancing Transactions

In the fourth quarter of 2024, the Company entered into the following debt transactions:

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

(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

(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

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.

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.

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.

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.

Operations

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.

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.

Site Development Updates

On February 13, 2025, NRG signed a strategic Project Development Agreement with GE Vernova (“GEV”) and Kiewit’s subsidiary, TIC, to develop and construct up to 5.4 GW of new gas-fired, combined cycle generation projects. The generation facilities will be owned and operated by NRG. Additionally, NRG has entered into a slot reservation agreement with GEV for the procurement of 1.2 GW of 7HA gas turbines. The first projects under this comprehensive development agreement are expected to commence operations by the end of 2029.

Consolidated Results of Operations for the years ended December 31, 2024 and 2023

The following table provides selected financial information for the Company:


	Year Ended December 31,
(In millions)	2024		2023		Change
Revenue
Retail revenue	$	27,149	$	27,467	$	(318)
Energy revenue(a)	500		553		(53)
Capacity revenue(a)	177		197		(20)
Mark-to-market for economic hedging activities	(3)		144		(147)
Contract amortization	(29)		(32)		3
Other revenues(a)(b)	336		494		(158)
Total revenue	28,130		28,823		(693)
Operating Costs and Expenses
Cost of fuel	890		992		102
Purchased energy and other cost of sales(c)	19,371		20,610		1,239
Mark-to-market for economic hedging activities	(209)		3,007		3,216
Contract and emissions credit amortization(c)	49		93		44
Operations and maintenance	1,607		1,391		(216)
Other cost of operations	392		390		(2)
Cost of operations (excluding depreciation and amortization shown below)	22,100		26,483		4,383
Depreciation and amortization	1,403		1,295		(108)
Impairment losses	36		26		(10)
Selling, general and administrative costs (excluding amortization of customer acquisition costs of $204, and $125, respectively, which are included in depreciation and amortization shown separately above)	2,031		1,843		(188)
Provision for credit losses	314		251		(63)
Acquisition-related transaction and integration costs	30		119		89
Total operating costs and expenses	25,914		30,017		4,103

Gain on sale of assets	208		1,578		(1,370)
Operating Income	2,424		384		2,040
Other Income/(Expense)
Equity in earnings of unconsolidated affiliates	20		16		4
Impairment losses on investments	(7)		(102)		95
Other income, net	44		47		(3)

(Loss)/Gain on debt extinguishment	(382)		109		(491)
Interest expense	(651)		(667)		16
Total other expenses	(976)		(597)		(379)
Income/(Loss) Before Income Taxes	1,448		(213)		1,661
Income tax expense/(benefit)	323		(11)		334


Net Income/(Loss)	$	1,125	$	(202)	$	1,327

Decrease in economic gross margin

$(7)Decrease in mark-to-market for economic hedging primarily due to net unrealized gains/losses on open positions related to economic hedges(999)Decrease in contract and emissions credit amortization2 Decrease in depreciation and amortization25

Decrease in gross margin

$(979)

East


	(In millions)
Lower gross margin due to a decrease in generation and capacity as a result of the Joliet and Astoria asset retirements	$	(20)
Higher electric gross margin due to higher net revenue rates as a result of changes in customer term, product and mix of $2.00 per MWh, or $127 million as well as lower supply costs of $0.75 per MWh, or $54 million driven primarily by decreases in realized power prices	181
Higher electric gross margin due to an increase in customer count and change in customer mix	29
Higher natural gas gross margin including the impact of transportation and storage contract optimization, resulting in lower supply costs of $0.60 per Dth, or $992 million, driven by a decrease in gas costs, partially offset by lower net revenue rates of $0.55 per Dth, or $873 million, from changes in customer term, product and mix	119
Lower natural gas gross margin from a decrease in load due to a lower customer count and change in customer mix	(14)
Lower gross margin due to a reduction in capacity prices along with a prior year reduction in capacity performance penalties resulting from Winter Storm Elliott in December 2022	(15)
Higher gross margin due to an increase in average realized price at Midwest Generation and toll facilities, partially offset by higher supply costs	45
Other	(7)
Increase in economic gross margin	$	318
Increase in mark-to-market for economic hedging primarily due to net unrealized gains/losses on open positions related to economic hedges	3,474
Decrease in contract amortization	42
Decrease in depreciation and amortization	9
Increase in gross margin	$	3,843

West/Services/Other


	(In millions)
Higher electric gross margin due to lower supply costs of $18.25 per MWh, or $236 million, partially offset by lower revenue rates of $9.75 per MWh, or $124 million	$	112
Higher natural gas gross margin due to lower supply costs of $1.10 per Dth, or $284 million and changes in customer mix of $1 million, partially offset by lower revenue rates of $1.05 per Dth, or $272 million	13
Higher gross margin at Cottonwood driven by spark spread expansion, favorable current year capacity pricing and a prior year reduction in 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 gross margin from market optimization activities	(25)
Other	2
Increase in economic gross margin	$	148
Increase in mark-to-market for economic hedges primarily due to net unrealized gains/losses on open positions related to economic hedges	594
Decrease in contract amortization	3
Increase in depreciation and amortization	(15)
Increase in gross margin	$	730

Vivint Smart Home(a)


	(In millions)
Increase due to the acquisition of Vivint Smart Home	$	289
Higher gross margin driven by growth in subscribers, or $77 million, higher revenue rates of $1.55 per subscriber or $33 million, partially offset by lower non-recurring sales revenue of $37 million	73
Lower gross margin due to recognition of fees associated with licensing products and services	(10)
Other	3
Increase in economic gross margin	$	355
Increase in depreciation and amortization	(122)
Increase in gross margin	$	233

(a) Includes results of operations following the acquisition date of March 10, 2023

Mark-to-market for Economic Hedging Activities

Mark-to-market for economic hedging activities includes asset-backed hedges that have not been designated as cash flow hedges. Total net mark-to-market results increased by $3.1 billion during the year ended December 31, 2024, compared to the same period in 2023.

The breakdown of gains and losses included in revenues and operating costs and expenses by segment is as follows:


	Year Ended December 31, 2024
(In millions)	Texas		East		West/Services/Other		Eliminations		Total
Mark-to-market results in revenues
Reversal of previously recognized unrealized (gains) on settled positions related to economic hedges	$	—	$	(33)	$	(1)	$	4	$	(30)
Reversal of acquired (gain) positions related to economic hedges	—		(1)		—		—		(1)
Net unrealized gains on open positions related to economic hedges	—		11		17		—		28
Total mark-to-market (losses)/gains in revenues	$	—	$	(23)	$	16	$	4	$	(3)
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)	$	740	$	63	$	(4)	$	136
Reversal of acquired loss/(gain) positions related to economic hedges	9		(5)		2		—		6
Net unrealized (losses)/gains on open positions related to economic hedges	(30)		348		(251)		—		67
Total mark-to-market (losses)/gains in operating costs and expenses	$	(684)	$	1,083	$	(186)	$	(4)	$	209

(a)Includes $37 million, within the Texas segment, related to derivative contracts that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis. For further discussion, see Item 15 — Note 6, Accounting for Derivative Instruments and Hedging Activities


	Year Ended December 31, 2023
(In millions)	Texas		East		West/Services/Other		Eliminations		Total
Mark-to-market results in revenues
Reversal of previously recognized unrealized (gains)/losses on settled positions related to economic hedges	$	—	$	(25)	$	56	$	(12)	$	19
Reversal of acquired (gain) positions related to economic hedges	—		(2)		—		—		(2)
Net unrealized gains on open positions related to economic hedges	—		84		47		(4)		127
Total mark-to-market gains in revenues	$	—	$	57	$	103	$	(16)	$	144
Mark-to-market results in operating costs and expenses
Reversal of previously recognized unrealized (gains) on settled positions related to economic hedges	$	(473)	$	(812)	$	(480)	$	12	$	(1,753)
Reversal of acquired loss/(gain) positions related to economic hedges	17		11		(6)		—		22
Net unrealized gains/(losses) on open positions related to economic hedges	771		(1,670)		(381)		4		(1,276)
Total mark-to-market gains/(losses) in operating costs and expenses	$	315	$	(2,471)	$	(867)	$	16	$	(3,007)

Mark-to-market results consist of unrealized gains and losses on contracts that are yet to be settled. The settlement of these transactions is reflected in the same revenue or cost caption as the items being hedged.

The reversals of acquired gain or loss positions were valued based upon the forward prices on the acquisition date.

For the year ended December 31, 2024, the $3 million loss in revenues from economic hedge positions was driven by the reversal of previously recognized unrealized gains on contracts that settled during the period, largely offset by an increase in the value of open positions as a result of decreases in New York capacity and MISO power prices. The $209 million gain in operating costs and expenses from economic hedge positions was driven primarily by the reversal of previously recognized unrealized losses on contracts that settled during the period, as well as an increase in the value of open positions as a result of increases in natural gas and Northeast power prices. This was partially offset by a decrease in the value of open positions as a result of decreases in CAISO and Alberta power prices.

For the year ended December 31, 2023, the $144 million gain in revenues from economic hedge positions was driven by an increase in the value of open positions as a result of decreases in power prices. The $3.0 billion loss in operating costs and expenses from economic hedge positions was driven primarily by the reversal of previously recognized unrealized gains on contracts that settled during the period, as well as a decrease in the value of East and West/Other open positions as a result of decreases in natural gas and power prices. This was partially offset by an increase in the value of Texas open positions as a result of increases in ERCOT power prices.

In accordance with ASC 815, the following table represents the results of the Company's financial and physical trading of energy commodities for the years ended December 31, 2024 and 2023. The realized and unrealized financial and physical trading results are included in revenue. The Company's trading activities are subject to limits within the Company's Risk Management Policy.


	Year ended December 31,
(In millions)	2024		2023
Trading gains
Realized	$	31	$	11
Unrealized	1		38
Total trading gains	$	32	$	49

Operations and Maintenance Expenses

Operations and maintenance expenses are comprised of the following:

(a)

(In millions)

Texas

East

West/Services/Other

Vivint Smart Home(a)

Corporate

Eliminations

Total

390

(a) Includes results of operations following the acquisition date of March 10, 2023

Other cost of operations increased by $2 million for the year ended December 31, 2024, compared to the same period in 2023, due to the following:


	(In millions)
Increase in retail gross receipt taxes in Texas and East	$	9
Increase due to changes in current year ARO cost estimates at Midwest Generation and Jewett Mine	6
Increase due to higher insurance premiums	6
Decrease primarily due to the sale of STP in November 2023	(21)
Other	2
Increase in other cost of operations	$	2

Depreciation and Amortization

Depreciation and amortization expenses are comprised of the following:


(In millions)	Texas		East		West/Services/Other		Vivint Smart Home(a)		Corporate		Total
Year Ended December 31, 2024	$	323	$	158	$	114	$	767	$	41	$	1,403
Year Ended December 31, 2023	348		167		99		645		36		1,295

(a) Includes results of operations following the acquisition date of March 10, 2023

Depreciation and amortization expense increased by $108 million for the year ended December 31, 2024, compared to the same period in 2023, primarily due to an increase in amortization of capitalized contract costs, partially offset by a decrease in amortization driven by the expected roll of the acquired Vivint Smart Home intangibles.

Impairment Losses

During the year ended December 31, 2024, the Company recorded impairment losses related to property plant and equipment and other assets of $7 million, and $29 million in the Texas and West/Services/Other segments, respectively.

During the year ended December 31, 2023, the Company recorded impairment losses related to property plant and equipment and leases of $2 million, $4 million and $20 million in the Texas, East and West/Services/Other segments, respectively.

Refer to Item 15 — Note 10, Asset Impairments, to the Consolidated Financial Statements for further discussion.

Selling, General and Administrative Costs

Selling, general and administrative costs are comprised of the following:

(a)

(In millions)

Texas

East

West/Services/Other

Vivint Smart Home(a)

Corporate/ Eliminations

Total

251

(a) Includes results of operations following the acquisition date of March 10, 2023

Provision for credit losses increased by $63 million for the year ended December 31, 2024, compared to the same period in 2023, due to the following:


	(In millions)
Increase primarily due to higher Texas Home retail revenues and customer payment behavior	$	54
Increase due to the acquisition of Vivint Smart Home in March 2023	9
Increase in provision for credit losses	$	63

Acquisition-Related Transaction and Integration Costs

Acquisition-related transaction and integration costs were $30 million and $119 million for the years ended December 31, 2024 and 2023, respectively, include:


	As of December 31,
(In millions)	2024		2023
Vivint Smart Home integration costs	$	23	$	52
Vivint Smart Home acquisition costs	—		38
Other integration costs, primarily related to Direct Energy	7		29
Acquisition-related transaction and integration costs	$	30	$	119

Gain on Sale of Assets

The gain on sale of assets of $208 million and $1.6 billion recorded for the years ended December 31, 2024 and 2023, respectively, include:


	As of December 31,
(In millions)	2024		2023
Sale of the Company's 44% equity interest in STP	$	—	$	1,236
Sale of the Airtron business unit	204		—
Sale of Astoria land and related assets	—		199
Sale of the Company's 100% ownership in the Gregory natural gas generating facility	—		82
Sale of land and structures at the Company's deactivated Norwalk Harbor, LLC site	—		38
Sale of land at the Company's Indian River Power, LLC site	—		19
Other asset sales	4		4
Gain on sale of assets	$	208	$	1,578

Impairment Losses on Investments

During the years ended December 31, 2024 and 2023, the Company recorded impairment losses of $7 million and $102 million, respectively, on the Company's equity method investment in Gladstone generation facility, as further described in Item 15 — Note 10, Asset Impairments, to the Consolidated Financial Statements.

(Loss)/Gain on Debt Extinguishment

The (loss)/gain on debt extinguishment of $(382) million and $109 million recorded for the years ended December 31, 2024, and 2023, respectively, include:


	As of December 31,
(In millions)	2024		2023
Repurchase of a portion of the Convertible Senior Notes	$	(260)	$	—
Exchange offer for the Vivint 5.750% Senior Notes, due 2029	(90)		—
Repayment of the Vivint Senior Secured Term Loan B	(18)		—
Redemption of the Vivint 6.750% Senior Secured Notes, due 2027	(13)		—
Redemption of the 6.625% Senior Notes, due 2027	(1)		—
Partial redemption of the 3.875% Senior Notes, due 2032	—		109

(Loss)/Gain on Debt Extinguishment	$	(382)	$	109

Refer to Item 15 — Note 12, Long-term Debt and Finance Leases, to the Consolidated Financial Statements for further discussion.

Income Tax Expense/(Benefit)

For the year ended December 31, 2024, NRG recorded an income tax expense of $323 million on pre-tax income of $1.4 billion. For the same period in 2023, NRG recorded income tax benefit of $11 million on a pre-tax loss of $213 million. The effective tax rate was 22.3% and 5.2% for the years ended December 31, 2024 and 2023, respectively.

For the year ended December 31, 2024, NRG's overall effective tax rate was higher than the federal statutory tax rate of 21%, primarily due to permanent differences and state tax expense partially offset by tax benefits from the revaluation of deferred tax assets and decrease of certain state valuation allowances.


	Year Ended December 31,
(In millions, except effective income tax rate)	2024			2023
Income/(Loss) before income taxes	$	1,448		$	(213)
Tax at federal statutory tax rate	304			(45)
State taxes	92			(22)
Foreign rate differential	1			(10)
Changes in state valuation allowances	(110)			42
Nondeductible loss on Convertible Senior Notes repurchases	56			—
Permanent differences	23			31
Stock compensation	(19)			—
Recognition of uncertain tax benefits	1			12
Deferred impact of state tax rate changes	(24)			3

Foreign tax refunds	—			(17)


Return to provision adjustments	(1)			(5)





Income tax expense/(benefit)	$	323		$	(11)
Effective income tax rate	22.3		%	5.2		%

The effective income tax rate may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses and changes in valuation allowances in accordance with ASC 740, Income Taxes ("ASC 740"). These factors and others, including the Company's history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

Liquidity and Capital Resources

Liquidity Position

As of December 31, 2024 and 2023, NRG's liquidity, excluding collateral funds deposited by counterparties, was approximately $5.4 billion and $4.8 billion, respectively, comprised of the following:


	As of December 31,
(In millions)	2024		2023

Cash and cash equivalents	$	966	$	541
Restricted cash - operating	4		21
Restricted cash - reserves (a)	4		3
Total	974		565
Total availability under Revolving Credit Facility and collective collateral facilities(b)	4,469		4,278
Total liquidity, excluding collateral funds deposited by counterparties	$	5,443	$	4,843

(a)Includes reserves primarily for debt service, performance obligations and capital expenditures

(b)Total capacity of Revolving Credit Facility and collective collateral facilities was $7.3 billion and $7.4 billion as of December 31, 2024 and December 31, 2023, respectively

As of December 31, 2024, total liquidity, excluding collateral funds deposited by counterparties, increased by $600 million. Changes in cash and cash equivalent balances are further discussed under the heading Cash Flow Discussion. Cash and cash equivalents at December 31, 2024, were predominantly held in bank deposits.

Management believes that the Company's liquidity position and cash flows from operations will be adequate to finance operating and maintenance capital expenditures, to fund dividends, and to fund other liquidity commitments in the short and long-term. Management continues to regularly monitor the Company's ability to finance the needs of its operating, financing and investing activity within the dictates of prudent balance sheet management.

The consolidated statement of cash flows includes certain draws from, and payments to, the revolving credit facility and other credit facilities which are not eligible for net reporting. These transactions are for short term liquidity purposes.

Credit Ratings

On March 18, 2024, S&P affirmed the Company's issuer credit rating of BB and changed the rating outlook from Stable to Positive.

The following table summarizes the Company's current credit ratings:

S&P

Moody's

Fitch

NRG Energy, Inc.

BB Positive

Ba1 Stable

BB+ Stable

Senior Secured Debt

BBB-

Baa3

BBB-

Senior Unsecured Debt

Ba2

BB+

Preferred Stock

Ba3

BB-

Liquidity

The principal sources of liquidity for NRG's operating and capital expenditures are expected to be derived from cash on hand, cash flows from operations and financing arrangements. As described in Item 15 — Note 12, Long-term Debt and Finance Leases, to the Consolidated Financial Statements, the Company's financing arrangements consist mainly of the Senior Notes, Convertible Senior Notes, Senior Secured First Lien Notes, Revolving Credit Facility, the Receivables Securitization Facilities and tax-exempt bonds. The Company also issues letters of credit through bilateral letter of credit facilities and the pre-capitalized trust securities facility.

The Company's requirements for liquidity and capital resources, other than for operating its facilities, can generally be categorized by the following: (i) market operations activities; (ii) debt service obligations, as described more fully in Item 15 — Note 12, Long-term Debt and Finance Leases, to the Consolidated Financial Statements; (iii) capital expenditures, including maintenance, environmental, and investments and integration; and (iv) allocations in connection with acquisition opportunities, debt repayments, share repurchases and dividend payments to stockholders, as described in Item 15 — Note 15, Capital Structure, to the Consolidated Financial Statements.

Sale of Airtron

Senior Credit Facility

On April 16, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Eighth Amendment, which amended the Credit Agreement, in order to (i) establish the Existing Term Loan B Facility with borrowings of $875 million in aggregate principal amount and the Existing Term Loans and (ii) make certain other modifications to the Credit Agreement as set forth therein. The proceeds from the Existing Term Loans were used to repay a portion of the Company’s Convertible Senior notes, all of the Company’s 3.750% senior secured first lien notes due 2024 and for general corporate purposes.

On April 22, 2024, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Ninth Amendment to its Revolving Credit Facility to extend the maturity date of a portion of the revolving commitments thereunder to February 14, 2028. For further discussion, see Item 15 — Note 12, Long-term Debt and Finance Leases.

Debt Refinancing Transactions

In the fourth quarter of 2024, the Company entered into the following debt transactions:

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

As part of the above transactions, the Company entered into the Tenth and Eleventh Amendments to the Credit Agreement to (i) include the Incremental Term Loan B Facility in an aggregate principal amount of $450 million and 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.

On November 26, 2024, the Company, as borrower, entered into 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.

On December 20, 2024, the Company, as borrower, entered into 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. 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.

Convertible Senior Notes

As of January 1, 2025, the Company’s Convertible Senior Notes are convertible during the quarterly period ending March 31, 2025 due to the satisfaction of the Common Stock Sale Price Condition. In addition, the Convertible Senior Notes are also convertible from December 1, 2024 until the close of business on the second scheduled trading day immediately before June 1, 2025. For further discussion, see Item 15 — Note 12, Long-term Debt and Finance Leases.

During the year ended December 31, 2024, the Company completed repurchases of a portion of the Convertible Senior Notes using cash on hand and a portion of the proceeds from the Existing Term Loans, as detailed in the table below. For the year ended December 31, 2024, a $260 million loss on debt extinguishment was recorded.


(In millions, except percentages)
Settlement Period	Principal Repurchased		Cash Paid(a)		Average Repurchase Percentage
March 2024	$	92	$	151	162.356%
April 2024	251		452		179.454%
Total Repurchases	$	343	$	603

(a)Includes accrued interest of $1 million and $2 million for the March and April repurchases, respectively

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties. The Capped Calls have a cap price of $249.00 per share, subject to certain adjustments, and effectively lock in a conversion premium of $257 million on the remaining $232 million balance of the Convertible Senior Notes. The option price of $257 million was incurred when the Company entered into the Capped Calls, which will be payable upon the earlier of settlement and expiration of the applicable Capped Calls. For further discussion, see Item 15 - Note 15, Capital Structure, to the Consolidated Financial Statements for additional discussion.

Receivables Securitization Facilities

On June 21, 2024, NRG Receivables, amended its existing Receivables Facility to, among other things, (i) extend the scheduled termination date to June 20, 2025, (ii) increase the aggregate commitments from $1.4 billion to $2.3 billion (adjusted seasonally) and (iii) add a new originator. As of December 31, 2024, there were no outstanding borrowings and there were $1.4 billion in letters of credit issued.

Also on June 21, 2024, the Additional Originator entered into the Joinder Agreement to join as Additional Originator to the Receivables Sale Agreement, dated as of September 22, 2020, among Direct Energy, LP, Direct Energy Business, LLC, Green Mountain Energy Company, NRG Business Marketing, LLC, Reliant Energy Northeast LLC, Reliant Energy Retail Services, LLC, Stream SPE, Ltd., US Retailers LLC and XOOM Energy Texas, LLC, as Originators, NRG Retail, as the servicer, and the Receivables Sale Agreement. Pursuant to the Joinder Agreement, the Additional Originator agrees to be bound by the terms of the Receivables Sale Agreement, will sell to NRG Receivables substantially all of its Receivables and in connection therewith have transferred to NRG Receivables the deposit accounts into which the proceeds of such Receivables are paid.

Concurrently with the amendments to the Receivables Facility, the Company and the originators thereunder terminated the existing uncommitted Repurchase Facility.

Senior Secured First Lien Note Repayment

During the second quarter of 2024, the Company repaid $600 million in aggregate principal amount of its 3.750% Senior Secured First Lien Notes due 2024.

Vivint Term Loan

On April 10, 2024, the Company’s wholly-owned indirect subsidiary, Vivint, entered into Amendment No. 2 (the “Second Amendment”) to the Second Amended and Restated Credit Agreement dated as of June 9, 2021 (the “Vivint Credit Agreement”) with, among others, Bank of America, N.A. as administrative agent (the “Vivint Agent”), and certain financial institutions, as lenders, which amended the Vivint Credit Agreement in order to (i) reprice its term loan B facility (the term loans thereunder, the “Vivint Term Loans”) and (ii) make certain other modifications to the Vivint Credit Agreement as set forth therein.

On October 30, 2024, the Company repaid in full the outstanding Vivint Term Loans of approximately $1.3 billion and terminated the revolving credit facility under the Vivint Credit Agreement.

Liability Management

The Company executed $342 million in liability management in 2024 and achieved its targeted credit metrics. The Company intends to spend approximately $270 million from cash from operations during 2025. The Company remains committed to maintaining a strong balance sheet and its targeted credit metrics.

Pension and Other Postretirement Benefit Contributions

As of December 31, 2024, the Company’s estimated pension minimum funding requirements for the next 5 years were $108 million, of which $16 million are required to be made within the next 12 months. As of December 31, 2024, the Company’s estimated other postretirement benefits minimum funding requirements for the next 5 years were $24 million, of which $5 million are required to be made within the next 12 months. These amounts represent estimates based on assumptions that are subject to change. For further discussion, see Item 15 — Note 14, Benefit Plans and Other Postretirement Benefits, to the Consolidated Financial Statements.

Debt Service Obligations

Principal payments on debt and finance leases as of December 31, 2024, are due in the following periods:


(In millions)
Description	2025		2026		2027		2028		2029		Thereafter		Total
Recourse Debt:
5.750% Senior Notes, due 2028	$	—	$	—	$	—	$	821	$	—	$	—	$	821
5.250% Senior Notes, due 2029	—		—		—		—		733		—		733
3.375% Senior Notes, due 2029	—		—		—		—		500		—		500
5.750% Senior Notes, due 2029	—		—		—		—		798		—		798
3.625% Senior Notes, due 2031	—		—		—		—		—		1,030		1,030
3.875% Senior Notes, due 2032	—		—		—		—		—		480		480
6.000% Senior Notes, due 2033	—		—		—		—		—		925		925
6.250% Senior Notes, due 2034	—		—		—		—		—		950		950
2.750% Convertible Senior Notes, due 2048	232		—		—		—		—		—		232
2.000% Senior Secured Notes, due 2025	500		—		—		—		—		—		500
2.450% Senior Secured Notes, due 2027	—		—		900		—		—		—		900
4.450% Senior Secured Notes, due 2029	—		—		—		—		500		—		500
7.00% Senior Secured Notes, due 2033	—		—		—		—		—		740		740

Tax-exempt bonds	247		—		—		59		—		160		466
Term Loan B, due 2031	11		14		13		13		13		1,253		1,317
Subtotal Recourse Debt	990		14		913		893		2,544		5,538		10,892






Finance Leases:
Finance leases	6		4		3		1		—		—		14

Total Debt and Finance Leases	$	996	$	18	$	916	$	894	$	2,544	$	5,538	$	10,906

Interest Payments	$	598	$	578	$	565	$	486	$	408	$	877	$	3,512

For further discussion, see Item 15 — Note 12, Long-term Debt and Finance Leases.

Market Operations

The Company's market operations activities require a significant amount of liquidity and capital resources. These liquidity requirements are primarily driven by: (i) margin and collateral posted with counterparties; (ii) margin and collateral required to participate in physical markets and commodity exchanges; (iii) timing of disbursements and receipts (e.g. buying power before receiving retail revenues); and (iv) initial collateral for large structured transactions. As of December 31, 2024, market operations had total cash collateral outstanding of $309 million and $2.9 billion outstanding in letters of credit to third parties primarily to support its market activities. As of December 31, 2024, total funds deposited by counterparties were $199 million in cash and $377 million of letters of credit.

The Company has entered into long-term contractual arrangements related to energy purchases, gas transportation and storage, and fuel and transportation services and generation projects. As of December 31, 2024, the Company had minimum payment obligations under such outstanding agreements of $9.0 billion, with $2.4 billion payable within the next 12 months and an additional $1.5 billion of short-term purchase energy commitments. For further discussion, see Item 15 — Note 22, Commitments and Contingencies.

Future liquidity requirements may change based on the Company's hedging activities and structures, fuel purchases, and future market conditions, including forward prices for energy and fuel and market volatility. In addition, liquidity requirements are dependent on the Company's credit ratings and general perception of its creditworthiness.

First Lien Structure

NRG has the capacity to grant first liens to certain counterparties on a substantial portion of the Company's assets, subject to various exclusions including NRG's assets that have project-level financing and the assets of certain non-guarantor subsidiaries, to reduce the amount of cash collateral and letters of credit that it would otherwise be required to post from time to time to support its obligations under out-of-the-money hedge agreements. The first lien program does not limit the volume that

can be hedged or the value of underlying out-of-the-money positions. The first lien program also does not require NRG to post collateral above any threshold amount of exposure. The first lien structure is not subject to unwind or termination upon a ratings downgrade of a counterparty and has no stated maturity date.

The Company's first lien counterparties may have a claim on its assets to the extent market prices exceed the hedged prices. As of December 31, 2024, all hedges under the first liens were in-the-money on a counterparty aggregate basis.

Capital Expenditures

The following table summarizes the Company's capital expenditures for maintenance, environmental and investments and integration for the year ended December 31, 2024:


(In millions)	Maintenance		Environmental		Investments and Integration		Total
Texas	$	191	$	18	$	160	$	369
East	—		3		—		3
West/Services/Other	15		—		1		16
Vivint Smart Home	18		—		5		23
Corporate	19		—		42		61
Total cash capital expenditures for 2024	243		21		208		472
Integration operating expenses and cost to achieve	—		—		60		60
Investments	—		—		180		180
Total cash capital expenditures and investments for the year ended December 31, 2024	$	243	$	21	$	448	$	712

Investments and Integration for the year ended December 31, 2024 include growth expenditures, integration, small book acquisitions and other investments.

Environmental Capital Expenditures Estimate

NRG estimates that environmental capital expenditures from 2025 through 2029 required to comply with environmental laws will be approximately $73 million, primarily driven by the cost of complying with ELG at the Company's coal units in Texas.

The table below summarizes the status of NRG's coal fleet with respect to air quality controls as of December 31, 2024. NRG uses an integrated approach to fuels, controls and emissions markets to meet environmental requirements.

SO2

NOx

Mercury

Particulate

Units

State

Control Equipment

Install Date

Control Equipment

Install Date

Control Equipment

Install Date

Control Equipment

Install Date

Indian River 4(a)

CDS

2011

LNBOFA/SCR

1999/2011

ACI/CDS/FF

2008/2011

ESP/FF

1980/2011

Share Repurchases

During the year ended December 31, 2024, the Company completed $925 million of open market share repurchases at an average price of $87.57 per share. See Item 15 — Note 15, Capital Structure for additional discussion.

Dividend Increase on Common Stock

During the first quarter of 2024, NRG increased the annual dividend on its common stock to $1.63 from $1.51 per share. The Company returned $343 million of capital to common shareholders in the year ended 2024 through a $1.63 dividend per common share. Beginning in the first quarter of 2025, NRG increased the annual common stock dividend to $1.76 per share, representing an 8% increase from 2024. The Company expects to target an annual common stock dividend growth rate of 7-9% per share in subsequent years.

On January 22, 2025, NRG declared a quarterly dividend on the Company's common stock of $0.44 per share, or $1.76 per share on an annualized basis, payable on February 18, 2025, to stockholders of record as of February 3, 2025. The Company's common stock dividends are subject to available capital, market conditions, and compliance with associated laws and regulations.

Series A Preferred Stock Dividends

In March and September 2024, the Company declared and paid semi-annual dividends of $51.25 per share on its outstanding Series A Preferred Stock, each totaling $33 million.

Additional Material Cash Requirements Not Discussed Above

Operating leases — The Company leases generating facilities, land, office and equipment, railcars, fleet vehicles and storefront space at retail stores. As of December 31, 2024, the Company had lease payment obligations of $292 million, of which $85 million is payable within the next 12 months. For further discussion, see Item 15 — Note 9, Leases.

Other liabilities — Other liabilities includes water right agreements, service and maintenance agreements, stadium naming rights, stadium sponsorships, long-term service agreements and other contractual obligations. As of December 31, 2024, the Company had total of $270 million under such commitments, of which $49 million are payable within the next 12 months.

Contingent obligations for guarantees — NRG and its subsidiaries enter into various contracts that include indemnifications and guarantee provisions as a routine part of the Company’s business activities. For further discussion, see Item 15 —Note 26, Guarantees.

Obligations Arising Out of a Variable Interest in an Unconsolidated Entity

Variable Interest in Equity investments — NRG's investment in Ivanpah is a variable interest entity for which NRG is not the primary beneficiary. See also Item 15 — Note 16, Investments Accounted for by the Equity Method and Variable Interest Entities, to the Consolidated Financial Statements for additional discussion. NRG's pro-rata share of non-recourse debt was approximately $461 million as of December 31, 2024. This indebtedness may restrict the ability of Ivanpah to issue dividends or distributions to NRG.

Cash Flow Discussion

2024 compared to 2023

The following table reflects the changes in cash flows for the comparative years:


	Year ended December 31,
(In millions)	2024		2023		Change
Cash provided/(used) by operating activities	$	2,306	$	(221)	$	2,527
Cash used by investing activities	(24)		(910)		886
Cash used by financing activities	(1,755)		(400)		(1,355)

Cash provided/(used) by operating activities

Changes to cash provided/(used) by operating activities were driven by:


	(In millions)
Changes in cash collateral in support of risk management activities due to change in commodity prices	$	2,051
Increase in operating income adjusted for other non-cash items	645
Increase in working capital primarily due to lower gas pricing coupled with lower gas sales volumes	341
Decrease in working capital primarily driven by capitalized contract costs and deferred revenues	(396)
Decrease in working capital primarily related to the payout of the Company's annual incentive plan in 2024 reflecting financial outperformance for 2023	(114)
	$	2,527

Cash used by investing activities

Changes to cash provided/(used) by investing activities were driven by:


	(In millions)
Decrease in cash paid for acquisitions primarily due to the acquisition of Vivint Smart Home in March 2023	$	2,485
Decrease in proceeds from the sale of assets primarily due to the sale of the Company's 44% equity interest in STP in November 2023	(1,506)
Decrease in insurance proceeds for property, plant and equipment, net	(237)
Decrease in capital expenditures	126
Other	18
	$	886

Cash (used)/provided by financing activities

Changes in cash (used)/provided by financing activities were driven by:


	(In millions)
Decrease due to repayments of long-term debt and finance leases	$	(2,732)
Increase in proceeds due to the issuance of long-term debt in 2024	2,469
Decrease in proceeds due to the issuance of preferred stock in 2023	(635)
Decrease in net receipts from settlement of acquired derivatives	(345)
Decrease primarily due to debt extinguishment costs in 2024	(275)
Increase due to less payments for share repurchase activity in 2024	187
Increase in payments of dividends primarily due to preferred stock	(24)
	$	(1,355)

NOLs, Deferred Tax Assets and Uncertain Tax Position Implications

For the year ended December 31, 2024, the Company had domestic pre-tax book income of $1.5 billion and foreign pre-tax book loss of $37 million. For the year ended December 31, 2024, the Company utilized U.S. federal NOLs of $1.4 billion, and tax credits of $103 million. As of December 31, 2024, the Company has cumulative U.S. federal NOL carryforwards of $7 billion, of which $5.3 billion do not have an expiration date, and cumulative state NOL carryforwards of $6.1 billion for financial statement purposes. NRG also has cumulative foreign NOL carryforwards of $394 million, most of which have no expiration date. In addition to the above NOLs, NRG has a $274 million indefinite carryforward for interest deductions, as well as $269 million of tax credits, inclusive of $61 million of CAMT credits to be utilized in future years. As a result of the Company's tax position, including the utilization of federal and state NOLs, and based on current forecasts, the Company anticipates income tax payments, due to federal, state and foreign jurisdictions, of up to $125 million in 2025, excluding the impact of the proposed CAMT regulations. As of December 31, 2024, NRG as an applicable corporation is subject to the CAMT, and has reflected the impact in its current and deferred taxes. There is no impact on the Company’s provision for income taxes from the CAMT as of December 31, 2024.

The Company has $57 million of tax effected uncertain federal, state and foreign tax benefits for which the Company has recorded a non-current tax liability of $62 million (inclusive of accrued interest) until such final resolution with the related taxing authority.

On December 31, 2021, the OECD released rules which set forth a common approach to a global minimum tax at 15% for multinational companies, which has been enacted into law by certain countries effective for 2024. The Company's preliminary analysis indicates that there is no material impact to the Company's financial statements from these rules.

The Company is no longer subject to U.S. federal income tax examinations for years prior to 2021. With few exceptions, state and Canadian income tax examinations are no longer open for years before 2015.

Guarantor Financial Information

As of December 31, 2024, the Company's outstanding registered senior notes consisted of $821 million of the 2028 Senior Notes as shown in Note 12, Long-term Debt and Finance Leases. These Senior Notes are guaranteed by certain of NRG's current and future 100% owned domestic subsidiaries, or guarantor subsidiaries (the “Guarantors”). See Exhibit 22.1 to this Annual Report on Form 10-K for a listing of the Guarantors. These guarantees are both joint and several.

NRG conducts much of its business through and derives much of its income from its subsidiaries. Therefore, the Company's ability to make required payments with respect to its indebtedness and other obligations depends on the financial results and condition of its subsidiaries and NRG's ability to receive funds from its subsidiaries. There are no restrictions on the ability of any of the Guarantors to transfer funds to NRG. Other subsidiaries of the Company do not guarantee the registered debt securities of either NRG Energy, Inc. or the Guarantors (such subsidiaries are referred to as the “Non-Guarantors”). The Non-Guarantors include all of NRG's foreign subsidiaries and certain domestic subsidiaries.

The following tables present summarized financial information of NRG Energy, Inc. and the Guarantors in accordance with Rule 3-10 under the SEC's Regulation S-X. The financial information may not necessarily be indicative of the results of operations or financial position of NRG Energy, Inc. and the Guarantors in accordance with U.S. GAAP.

The following table presents the summarized statement of operations:


(In millions)	For the Year Ended December 31, 2024
Revenue(a)	$	23,553
Operating income(b)	2,382
Total other expense	(635)
Income before income taxes	1,747
Net Income	1,411

(a)Intercompany transactions with Non-Guarantors of $5 million during the year ended December 31, 2024

(b)Intercompany transactions with Non-Guarantors including cost of operations of $26 million and selling, general and administrative of $349 million during the year ended December 31, 2024

The following table presents the summarized balance sheet information:


(In millions)	As of December 31, 2024
Current assets(a)	$	6,090
Property, plant and equipment, net	1,318
Non-current assets	15,208
Current liabilities(b)	8,181
Non-current liabilities	12,481

(a)Includes intercompany receivables due from Non-Guarantors of $30 million as of December 31, 2024

(b)Includes intercompany payables due to Non-Guarantors that were de minimis as of December 31, 2024

Fair Value of Derivative Instruments

NRG may enter into energy purchase and sales contracts, fuel purchase contracts and other energy-related financial instruments to mitigate variability in earnings due to fluctuations in spot market prices and to hedge fuel requirements at power plants or retail load obligations. In order to mitigate interest risk associated with the issuance of the Company's variable rate debt, NRG enters into interest rate swap agreements. In addition, in order to mitigate foreign exchange rate risk primarily associated with the purchase of USD denominated natural gas for the Company's Canadian business, NRG enters into foreign exchange contract agreements.

Under Flex Pay, offered by Vivint Smart Home, customers pay for smart home products by obtaining financing from a third-party financing provider under the Consumer Financing Program. Vivint Smart Home pays certain fees to the financing providers and shares in credit losses depending on the credit quality of the customer.

NRG's trading activities are subject to limits in accordance with the Company's Risk Management Policy. These contracts are recognized on the balance sheet at fair value and changes in the fair value of these derivative financial instruments are recognized in earnings.

The tables below disclose the activities that include both exchange and non-exchange traded contracts accounted for at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures ("ASC 820"). Specifically, these tables disaggregate realized and unrealized changes in fair value; disaggregate estimated fair values at December 31, 2024, based on their level within the fair value hierarchy defined in ASC 820; and indicate the maturities of contracts at December 31, 2024. For a full discussion of the Company's valuation methodology of its contracts, see Derivative Fair Value Measurements in Item 15 — Note 5, Fair Value of Financial Instruments, to the Consolidated Financial Statements.


Derivative Activity Gains	(In millions)
Fair value of contracts as of December 31, 2023	$	648
Contracts realized or otherwise settled during the period	165
Other changes in fair value	179
Fair value of contracts as of December 31, 2024(a)	$	992

(a)Includes $770 million of derivative contracts that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis. For further discussion, see Item 15 — Note 6, Accounting for Derivative Instruments and Hedging Activities


	Fair Value of Contracts as of December 31, 2024
(In millions)	Maturity
Fair Value Hierarchy Gains/(Losses)(a)	1 Year or Less		Greater Than 1 Year to 3 Years		Greater Than 3 Years to 5 Years		Greater Than 5 Years		Total Fair Value
Level 1	$	92	$	7	$	(1)	$	(2)	$	96
Level 2	118		143		22		7		290
Level 3	(107)		(50)		(9)		2		(164)
Total	$	103	$	100	$	12	$	7	$	222

(a)Excludes $770 million of derivative contracts that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis. For further discussion, see Item 15 — Note 6, Accounting for Derivative Instruments and Hedging Activities

The Company has elected to disclose derivative assets and liabilities on a trade-by-trade basis and does not offset amounts at the counterparty master agreement level. Also, collateral received or posted on the Company's derivative assets or liabilities are recorded on a separate line item on the balance sheet. Consequently, the magnitude of the changes in individual current and non-current derivative assets or liabilities is higher than the underlying credit and market risk of the Company's portfolio. As discussed in Item 7A — Quantitative and Qualitative Disclosures About Market Risk, Commodity Price Risk, NRG measures

the sensitivity of the Company's portfolio to potential changes in market prices using VaR, a statistical model which attempts to predict risk of loss based on market price and volatility. NRG's risk management policy places a limit on one-day holding period VaR, which limits the Company's net open position. As the Company's trade-by-trade derivative accounting results in a gross-up of the Company's derivative assets and liabilities, the net derivative assets and liability position is a better indicator of NRG's hedging activity. As of December 31, 2024, NRG's net derivative asset was $992 million, an increase to total fair value of $344 million as compared to December 31, 2023. This increase was primarily driven by gains in fair value and roll-off of trades that settled during the period.

Based on a sensitivity analysis using simplified assumptions, the impact of a $0.50 per MMBtu increase or decrease in natural gas prices across the term of the derivative contracts would result in a change of approximately $1.0 billion in the net value of derivatives as of December 31, 2024.

Critical Accounting Estimates

The Company's discussion and analysis of the financial condition and results of operations are based upon the Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements and related disclosures in compliance with GAAP requires the application of appropriate technical accounting rules and guidance as well as the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. The application of appropriate technical accounting rules and guidance involves judgments regarding future events, including the likelihood of success of particular projects, legal and regulatory challenges, and the fair value of certain assets and liabilities. These judgments, in and of themselves, could materially affect the financial statements and disclosures based on varying assumptions, which may be appropriate to use. In addition, the financial and operating environment may also have a significant effect, not only on the operation of the business, but on the results reported through the application of accounting measures used in preparing the financial statements and related disclosures, even if the accounting guidance has not changed.

NRG evaluates these estimates, on an ongoing basis, utilizing historic experience, consultation with experts and other methods the Company considers reasonable. In any event, actual results may differ substantially from the Company's estimates. Any effects on the Company's business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the information that gives rise to the revision becomes known.

The Company identifies its most critical accounting estimates as those that are the most pervasive and important to the portrayal of the Company's financial position and results of operations, and require the most difficult, subjective, and/or complex judgments by management about matters that are inherently uncertain.

Such accounting estimates include:


Accounting Estimate			Judgments/Uncertainties Affecting Application
Derivative Instruments			Assumptions used in valuation techniques
			Market maturity and economic conditions
			Contract interpretation
			Market conditions in the energy industry, especially the effects of price volatility on contractual commitments
Income Taxes and Valuation Allowance for Deferred Tax Assets			Interpret existing tax statute and regulations upon application to transactions
			Ability to utilize tax benefits through carry backs to prior periods and carry forwards to future periods
			Judgement about future realization of deferred tax assets
Evaluation of Assets for Impairment			Regulatory and political environments and requirements
			Estimated useful lives of assets
			Environmental obligations and operational limitations
			Estimates of future cash flows
			Estimates of fair value
			Judgment about impairment triggering events
Goodwill and Other Intangible Assets			Estimated useful lives for finite-lived intangible assets
			Judgment about impairment triggering events
			Estimates of reporting unit's fair value
			Fair value estimate of intangible assets acquired in business combinations
Business Combinations			Fair value of assets acquired and liabilities assumed in business combinations
			Estimated future cash flow
			Estimated useful lives of assets
Contingencies			Estimated financial impact of event(s)
			Judgment about likelihood of event(s) occurring
			Regulatory and political environments and requirements

Derivative Instruments

The Company follows the guidance of ASC 815, Derivatives and Hedging "(ASC 815"), to account for derivative instruments. ASC 815 requires the Company to mark-to-market all derivative instruments on the balance sheet and recognize fair value change in earnings, unless they qualify for the NPNS exception. ASC 815 applies to NRG's energy related commodity contracts, interest rate swaps, foreign exchange contracts and Consumer Financing Program.

Energy-Related Commodities

As of December 31, 2024 and 2023, for purposes of measuring the fair value of derivative instruments, the Company primarily used quoted exchange prices and consensus pricing. Consensus pricing is provided by independent pricing services which are compiled from market makers with longer dated tenors as compared to broker quotes. Prior to the fourth quarter of 2023, the Company valued derivatives based on price quotes from brokers in active markets who regularly facilitate those transactions. The Company started using consensus pricing as it offers data from more market makers and for longer dated tenors as compared to broker quotes, enhances data integrity, and increases transparency. When external prices are not available, NRG uses internal models to determine the fair value. These internal models include assumptions of the future prices of energy commodities based on the specific market in which the energy commodity is being purchased or sold, using externally available forward market pricing curves for all periods possible under the pricing model. These estimations are considered to be critical accounting estimates.

Interest Rate Swaps

NRG is exposed to changes in interest rate through the Company's issuance of variable rate debt. To manage the Company's interest rate risk, NRG enters into interest rate swap agreements. In order to qualify the derivative instruments for hedged transactions, NRG estimates the forecasted borrowings for interest rate swaps occurring within a specified time period.

Foreign Exchange Contracts

In order to mitigate foreign exchange risk primarily associated with the purchase of USD denominated natural gas for the Company's Canadian business, the Company enters into foreign exchange contract agreements.

Consumer Financing Program

The derivative positions for the Company's Consumer Financing Program are valued using a discounted cash flow model, with inputs consisting of available market data, such as market yield discount rates, as well as unobservable internally derived assumptions, such as collateral prepayment rates, collateral default rates and credit loss rates. In summary, the fair value represents an estimate of the present value of the cash flows Vivint Smart Home will be obligated to pay to the third-party financing provider for each component of the derivative.

Certain derivative instruments that meet the criteria for derivative accounting treatment also qualify for a scope exception to derivative accounting, as they are considered to be NPNS. The availability of this exception is based upon the assumption that the Company has the ability and it is probable to deliver or take delivery of the underlying item. These assumptions are based on expected load requirements, internal forecasts of sales and generation and historical physical delivery on contracts. Derivatives that are considered to be NPNS are exempt from derivative accounting treatment and are accounted for under accrual accounting. If it is determined that a transaction designated as NPNS no longer meets the scope exception due to changes in estimates, the related contract would be recorded on the balance sheet at fair value combined with the immediate recognition through earnings.

Income Taxes and Valuation Allowance for Deferred Tax Assets

As of December 31, 2024, NRG’s deferred tax assets were primarily the result of U.S. federal and state NOLs, the difference between book and tax basis in property, plant, and equipment, deferred revenues and tax credit carryforwards. The realization of deferred tax assets is dependent upon the Company's ability to generate sufficient future taxable income during the periods in which those temporary differences become deductible, prior to the expiration of the tax attributes. The evaluation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the Company's financial statements or tax returns and forecasting future profitability by tax jurisdiction.

The Company evaluates its deferred tax assets on a jurisdictional basis to determine whether adjustments to the valuation allowance are appropriate considering changes in facts or circumstances. As of each reporting date, management considers new evidence, both positive and negative, when determining the future realization of the Company’s deferred tax assets. Given the Company’s current level of pre-tax earnings and forecasted future pre-tax earnings, the Company expects to generate income before taxes in the U.S. in future periods at a level that would fully utilize its U.S. federal NOL carryforwards and the majority of its state NOL carryforwards prior to their expiration.

The Company continues to maintain a valuation allowance of $144 million as of December 31, 2024 against deferred tax assets consisting of state NOL carryforwards and foreign NOL carryforwards in jurisdictions where the Company does not currently believe that the realization of deferred tax assets is more likely than not. As of December 31, 2023, the Company's valuation allowance balance was $275 million.

Considerable judgment is required to determine the tax treatment of a particular item that involves interpretations of complex tax laws. The Company is subject to examination by taxing authorities for income tax returns filed in the U.S. federal jurisdiction and various state and foreign jurisdictions, including operations located in Australia and Canada. The Company continues to be under audit for multiple years by taxing authorities in various jurisdictions.

NRG does not intend, nor currently foresee a need, to repatriate funds held at its international operations into the U.S. These funds are deemed to be indefinitely reinvested in its foreign operations and the Company has not changed its assertion with respect to distributions of funds that would require the accrual of U.S. income tax.

Evaluation of Assets for Impairment

In accordance with ASC 360, Property, Plant, and Equipment ("ASC 360"), the Company evaluates property, plant and equipment and certain intangible assets for impairment whenever indicators of impairment exist. Examples of such indicators or events include:

•Significant decrease in the market price of a long-lived asset;

•Significant adverse change in the manner an asset is being used or its physical condition;

•Adverse business climate;

•Accumulation of costs significantly in excess of the amounts originally expected for the construction or acquisition of an asset;

•Current period loss combined with a history of losses or the projection of future losses; and

•Change in the Company's intent about an asset from an intent to hold to a greater than 50% likelihood that an asset will be sold, or disposed of before the end of its previously estimated useful life.

For assets to be held and used, recoverability is measured by a comparison of the carrying amount of the assets to the undiscounted future net cash flows expected to be generated by the asset, through considering project specific assumptions for long-term power and natural gas prices, escalated future project operating costs and expected plant operations. If the Company determines that the undiscounted cash flows from the asset are less than the carrying amount of the asset, NRG must estimate fair value to determine the amount of any impairment loss. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets, factoring in the different courses of action available to the Company. Generally, fair value will be determined using valuation techniques, such as the present value of expected future cash flows. NRG uses its best estimates in making these evaluations and considers various factors, including forward price curves for energy, fuel and operating costs. However, actual future market prices and project costs could vary from the assumptions used in the Company's estimates and the impact of such variations could be material.

Assets held-for-sale are reported at the lower of the carrying amount or fair value less the cost to sell. The estimation of fair value, whether in conjunction with an asset to be held and used or with an asset held-for-sale, and the evaluation of asset impairment are, by their nature, subjective. The Company considers quoted market prices in active markets to the extent they are available. In the absence of such information, NRG may consider prices of similar assets, consult with brokers or employ other valuation techniques. The Company will also discount the estimated future cash flows associated with the asset using a single interest rate representative of the risk involved with such an investment or asset. The use of these methods involves the same inherent uncertainty of future cash flows as previously discussed with respect to undiscounted cash flows. Actual future market prices and project costs could vary from those used in NRG's estimates and the impact of such variations could be material.

Annually, during the fourth quarter, the Company revises its views of power and fuel prices including the Company's fundamental view for long-term prices, forecasted generation and operating and capital expenditures, in connection with the preparation of its annual budget. Changes to the Company's views of long-term power and fuel prices impact the Company’s projections of profitability, based on management's estimate of supply and demand within the sub-markets for its operations and the physical and economic characteristics of each of its businesses.

For further discussion, see Item 15 — Note 10, Asset Impairments.

Goodwill and Other Intangible Assets

At December 31, 2024, the Company reported goodwill of $5.0 billion, consisting of $3.5 billion from the acquisition of Vivint in 2023, $1.2 billion from the acquisition of Direct Energy in 2021 and $0.3 billion from other retail acquisitions.

The Company applies ASC 805, Business Combinations ("ASC 805"), and ASC 350, Intangibles-Goodwill and Other ("ASC 350") to account for its goodwill and intangible assets. Under these standards, the Company amortizes all finite-lived intangible assets over their respective estimated weighted-average useful lives. Goodwill has an indefinite life and is not amortized. Goodwill is tested for impairment at least annually, or more frequently whenever an event or change in circumstances occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company tests goodwill for impairment at the reporting unit level, which is identified by assessing whether the components of the Company's operating segments constitute businesses for which discrete financial information is available and whether segment management regularly reviews the operating results of those components. The Company performs the annual goodwill impairment assessment as of December 31 or when events or changes in circumstances indicate that the fair value of the reporting unit may be below the carrying amount. The Company may first assess qualitative factors to determine whether it is more likely than not that an impairment has occurred. In the absence of sufficient qualitative factors, the Company performs a

quantitative assessment by determining the fair value of the reporting unit and comparing to its book value. If it is determined that the fair value of a reporting unit is below its carrying amount, the Company's goodwill will be impaired at that time.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be accurate predictions of the future.

For further discussion, see Evaluation of Assets for Impairment caption above, and Item 15 — Note 10, Asset Impairments.

Business Combinations

NRG accounts for business acquisitions using the acquisition method of accounting prescribed under ASC 805. Under this method, the Company is required to record on its Consolidated Balance Sheets the estimated fair values of the acquired company’s assets and liabilities assumed at the acquisition date. The excess of the consideration transferred over the fair value of the net identifiable assets acquired and liabilities assumed is recorded as goodwill. Determining fair values of assets acquired and liabilities assumed requires significant estimates and judgments. Fair value is determined based on the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The acquired assets and assumed liabilities from the Vivint Smart Home acquisition that involved the most subjectivity in determining fair value consisted of customer relationships, developed technology, trade names, acquired debt and derivative instruments. NRG describes in detail its acquisitions in Item 15 — Note 4, Acquisitions and Dispositions, to the Consolidated Financial Statements.

The fair value of the customer relationships, technology and trade names are measured using income-based valuation methodologies, which include certain assumptions such as forecasted future cash flows, customer attrition rates, royalty rates and discount rates. Customer relationships and technology are amortized to depreciation and amortization, ratably based on discounted future cash flows. Trade names are amortized to depreciation and amortization, on a straight line basis.

The acquired Vivint Smart Home debt was measured at fair value using observable market inputs based on interest rates at the acquisition closing date. The difference between the fair value at the acquisition closing date and the principal outstanding was being amortized through interest expense over the remaining term of the debt. On October 30, 2024, the Company repaid in full the outstanding Vivint Term Loans and terminated the revolving credit facility under the Vivint Credit Agreement. For further discussion, see Item 15 — Note 12, Long-term Debt and Finance Leases.

The derivative liabilities in connection with the contractual future payment obligations with the financing providers under Vivint Smart Home’s Consumer Financing Program were measured at fair value at the acquisition closing date using a discounted cash flow model, with inputs consisting of available market data, such as market yield discount rates, as well as unobservable internally derived assumptions, such as collateral prepayment rates, collateral default rates and credit loss rates. Changes to the fair value are recorded each period through other income, net in the consolidated statement of operations.

Contingencies

NRG records reserves for estimated losses from contingencies when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. Gain contingencies are not recorded until management determines it is certain that the future event will become or does become a reality. Such determinations are subject to interpretations of current facts and circumstances, forecasts of future events, and estimates of the financial impacts of such events. NRG describes in detail its contingencies in Item 15 — Note 22, Commitments and Contingencies, to the Consolidated Financial Statements.

Recent Accounting Developments

See Item 15 — Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for a discussion of recent accounting developments.

Item 7A — Quantitative and Qualitative Disclosures About Market Risk

NRG is exposed to several market risks in the Company's normal business activities. Market risk is the potential loss that may result from market changes associated with the Company's retail operations, merchant power generation, or with an existing or forecasted financial or commodity transactions. The types of market risks the Company is exposed to are commodity price risk, credit risk, liquidity risk, interest rate risk and currency exchange risk. In order to manage these risks, the Company uses various fixed-price forward purchase and sales contracts, futures and option contracts traded on NYMEX and other exchanges, and swaps and options traded in the over-the-counter financial markets to:

•Manage and hedge fixed-price purchase and sales commitments;

•Reduce exposure to the volatility of cash market prices; and

•Hedge fuel requirements for the Company's generating facilities.

Commodity Price Risk

Commodity price risks result from exposures to changes in spot prices, forward prices, volatilities, and correlations between various commodities, such as natural gas, electricity, coal, oil, and emissions credits. NRG manages the commodity price risk of the Company's load servicing obligations and merchant generation operations by entering into various derivative or non-derivative instruments to hedge the variability in future cash flows from forecasted sales and purchases of power and fuel. NRG measures the risk of the Company's portfolio using several analytical methods, including sensitivity tests, scenario tests, stress tests, position reports and VaR. NRG uses a Monte Carlo simulation based VaR model to estimate the potential loss in the fair value of its energy assets and liabilities, which includes generation assets, gas transportation and storage assets, load obligations and bilateral physical and financial transactions, based on historical and forward values for factors such as customer demand, weather, commodity availability and commodity prices. The Company's VaR model is based on a one-day holding period at a 95% confidence interval for the forward 36 months, not including the spot month. The VaR model is not a complete picture of all risks that may affect the Company's results. Certain events such as counterparty defaults, regulatory changes, and extreme weather and prices that deviate significantly from historically observed values are not reflected in the model.

The following table summarizes average, maximum and minimum VaR for NRG's commodity portfolio, calculated using the VaR model for the years ended December 31, 2024 and 2023:


(In millions)	2024		2023
VaR as of December 31,	$	71	$	51
For the year ended December 31,
Average	$	61	$	62
Maximum	75		82
Minimum	50		41

The Company also uses VaR to estimate the potential loss of derivative financial instruments that are subject to mark-to-market accounting. These derivative instruments include transactions that were entered into for both asset management and trading purposes. The VaR for the derivative financial instruments calculated using the diversified VaR model for the entire term of these instruments entered into for both asset management and trading was $142 million as of December 31, 2024, primarily driven by asset-backed transactions.

Credit Risk

Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. NRG is exposed to counterparty credit risk through various activities including wholesale sales, fuel purchases and retail supply arrangements, and retail customer credit risk through its retail load activities. Counterparty credit risk and retail customer credit risk are discussed below. See Item 15 — Note 6, Accounting for Derivative Instruments and Hedging Activities, to this Annual Report on Form 10-K for discussion regarding credit risk contingent features.

Counterparty Credit Risk

Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process; (ii) a daily monitoring of counterparties' credit limits; (iii) the use of credit mitigation measures such as margin, collateral, prepayment arrangements, or volumetric limits; (iv) the use of payment netting agreements; and (v) the use of master netting agreements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. The Company seeks to mitigate counterparty risk by having a diversified

portfolio of counterparties. The Company also has credit protection within various agreements to call on additional collateral support if and when necessary. Cash margin is collected and held at the Company to cover the credit risk of the counterparty until positions settle.

As of December 31, 2024, counterparty credit exposure, excluding credit exposure from RTOs, ISOs, registered commodity exchanges and certain long-term agreements, was $1.7 billion, of which the Company held collateral (cash and letters of credit) against those positions of $288 million resulting in a net exposure of $1.5 billion. NRG periodically receives collateral from counterparties in excess of their exposure. Collateral amounts shown include such excess while net exposure shown excludes excess collateral received. Approximately 69% of the Company's exposure before collateral is expected to roll off by the end of 2026. The following table highlights the net counterparty credit exposure by industry sector and by counterparty credit quality. Net counterparty credit exposure is defined as the aggregate net asset position for NRG with counterparties where netting is permitted under the enabling agreement and includes all cash flow, mark-to-market, NPNS, and non-derivative transactions. As of December 31, 2024, the aggregate credit exposure is shown net of collateral held, and includes amounts net of receivables or payables.


Category	Net Exposure (a) (b) (% of Total)
Utilities, energy merchants, marketers and other	74	%
Financial institutions	26
Total	100	%


Category	Net Exposure (a) (b) (% of Total)
Investment grade	55	%
Non-Investment grade/Non-Rated	45
Total	100	%

(a)Counterparty credit exposure excludes coal transportation contracts because of the unavailability of market prices

(b)The figures in the tables above exclude potential counterparty credit exposure related to RTOs, ISOs, registered commodity exchanges and certain long-term contracts

The Company had no exposure to wholesale counterparties in excess of 10% of the total net exposure discussed above as of December 31, 2024. Changes in hedge positions and market prices will affect credit exposure and counterparty concentration.

RTOs and ISOs

The Company participates in the organized markets of CAISO, ERCOT, AESO, IESO, ISO-NE, MISO, NYISO and PJM, known as RTOs or ISOs. Trading in the majority of these markets is approved by FERC, whereas in the case of ERCOT, it is approved by the PUCT, and whereas in the case of AESO and IESO, both exist provincially with AESO primarily subject to Alberta Utilities Commission and the IESO subject to the Ontario Energy Board. These ISOs may include credit policies that, under certain circumstances, require that losses arising from the default of one member on spot market transactions be shared by the remaining participants. As a result, the counterparty credit risk to these markets is limited to NRG’s share of the overall market and are excluded from the above exposures.

Exchange Traded Transactions

The Company enters into commodity transactions on registered exchanges, notably ICE, NYMEX and Nodal. These clearinghouses act as the counterparty and transactions are subject to extensive collateral and margining requirements. As a result, these commodity transactions have limited counterparty credit risk.

Long-Term Contracts

Counterparty credit exposure described above excludes credit risk exposure under certain long-term contracts, primarily solar under Renewable PPAs. As external sources or observable market quotes are not available to estimate such exposure, the Company values these contracts based on various techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. Based on these valuation techniques, as of December 31, 2024, aggregate credit risk exposure managed by NRG to these counterparties was approximately $868 million for the next five years.

Retail Customer Credit Risk

NRG is exposed to retail credit risk through the Company's retail electricity and gas providers as well as through Vivint Smart Home. Retail credit risk results in losses when a customer fails to pay for services rendered. The losses may result from both nonpayment of customer accounts receivable and the loss of in-the-money forward value. The Company manages retail

credit risk through the use of established credit policies, which include monitoring of the portfolio and the use of credit mitigation measures such as deposits or prepayment arrangements.

As of December 31, 2024, the Company's retail customer credit exposure to Home and Business customers was diversified across many customers and various industries, as well as government entities. Current economic conditions may affect the Company's customers' ability to pay bills in a timely manner, which could increase customer delinquencies and may lead to an increase in credit losses. The Company's provision for credit losses resulting from credit risk was $314 million, $251 million and $11 million for the years ended December 31, 2024, 2023 and 2022, respectively. During the year ended December 31, 2022, the provision for credit losses included the Company's loss mitigation efforts recognized as income of $126 million related to Winter Storm Uri.

Liquidity Risk

Liquidity risk arises from the general funding needs of the Company's activities and the management of the Company's assets and liabilities. The Company is currently exposed to additional collateral posting if natural gas prices decline, primarily due to the long natural gas equivalent position at various exchanges used to hedge NRG's retail supply load obligations.

Based on a sensitivity analysis for power and gas positions under marginable contracts as of December 31, 2024, a $0.50 per MMBtu decrease in natural gas prices across the term of the marginable contracts would cause an increase in margin collateral posted of approximately $1.1 billion and a 1.00 MMBtu/MWh decrease in heat rates for heat rate positions would result in an increase in margin collateral posted of approximately $359 million. This analysis uses simplified assumptions and is calculated based on portfolio composition and margin-related contract provisions as of December 31, 2024.

Interest Rate Risk

NRG is exposed to fluctuations in interest rates through its issuance of variable rate debt. Exposures to interest rate fluctuations may be mitigated by entering into derivative instruments known as interest rate swaps, caps, collars and put or call options. These contracts reduce exposure to interest rate volatility and result in primarily fixed rate debt obligations when taking into account the combinations of the variable rate debt and the interest rate derivative instrument. NRG's risk management policies allow the Company to reduce interest rate exposure from variable rate debt obligations. In November 2024, the Company entered into $700 million of interest rate swaps through 2029 to hedge the floating rate on the Term Loans.

As of December 31, 2024, the Company's debt fair value was $10.8 billion and carrying value was $10.9 billion. NRG estimates that a 1% decrease in market interest rates would have increased the fair value of the Company's long-term debt by $465 million.

Currency Exchange Risk

NRG is subject to transactional exchange rate risk from transactions with customers in countries outside of the U.S., primarily within Canada, as well as from intercompany transactions between affiliates. Transactional exchange rate risk arises from the purchase and sale of goods and services in currencies other than the Company's functional currency or the functional currency of an applicable subsidiary. NRG hedges a portion of its forecasted currency transactions with foreign exchange forward contracts. As of December 31, 2024, NRG is exposed to changes in foreign currency primarily associated with the purchase of U.S. dollar denominated natural gas for its Canadian business and entered into foreign exchange contracts with a notional amount of $410 million.

The Company is subject to translation exchange rate risk related to the translation of the financial statements of its foreign operations into U.S. dollars. Costs incurred and sales recorded by subsidiaries operating outside of the U.S. are translated into U.S. dollars using exchange rates effective during the respective period. As a result, the Company is exposed to movements in the exchange rates of various currencies against the U.S. dollar, primarily the Canadian and Australian dollars. A hypothetical 10% appreciation in major currencies relative to the U.S. dollar as of December 31, 2024, would have resulted in a decrease of $3 million to net income within the Consolidated Statement of Operations.

Item 8 — Financial Statements and Supplementary Data

The financial statements and schedules are included in Part IV, Item 15 of this Annual Report on Form 10-K.

Item 9 — Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A — Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures and Internal Control Over Financial Reporting

Under the supervision and with the participation of NRG's management, including its principal executive officer, principal financial officer and principal accounting officer, NRG conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act. Based on this evaluation, the Company's principal executive officer, principal financial officer and principal accounting officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K. Management's report on the Company's internal control over financial reporting and the report of the Company's independent registered public accounting firm are incorporated under the caption "Management's Report on Internal Control over Financial Reporting" and under the caption "Report of Independent Registered Public Accounting Firm" in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Changes in Internal Control over Financial Reporting

There were no changes in NRG’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred in the fourth quarter of 2024 that materially affected, or are reasonably likely to materially affect, NRG’s internal control over financial reporting.

Inherent Limitations over Internal Controls

NRG's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:

1.Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;

2.Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that the Company's receipts and expenditures are being made only in accordance with authorizations of its management and directors; and

3.Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management's Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company's management, including its principal executive officer, principal financial officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company's evaluation under the framework in Internal Control — Integrated Framework (2013), the Company's management concluded that its internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in its report which is included in this Annual Report on Form 10-K.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

NRG Energy, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited NRG Energy, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income/(loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements), and our report dated February 26, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 26, 2025

Item 9B — Other Information

Director and Officer Trading Arrangements

During the three months ended December 31, 2024, no director or officer of the Company or a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement,' as each term is defined in Item 408(a) of Regulation S-K.

Item 9C — Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10 — Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders.

Code of Ethics

NRG has adopted a code of ethics entitled "NRG Code of Conduct" that applies to directors, officers and employees, including the chief executive officer and senior financial officers of NRG. It may be accessed through the "Governance" section of the Company's website at www.nrg.com. NRG also elects to disclose the information required by Form 8-K, Item 5.05, "Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics," through the Company's website, and such information will remain available on this website for at least a 12-month period. A copy of the "NRG Code of Conduct" is available in print to any stockholder who requests it.

Insider Trading Arrangements and Policies

The Company has adopted a Securities Trading and Non-Disclosure Policy (the “Insider Trading Policy”) governing the purchase, sale, and other dispositions of its securities by its directors, officers, employees, and other covered personnel. It also follows procedures for the repurchase of its securities. NRG believes that its Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company. A copy of NRG’s Insider Trading Policy, including any amendments thereto, is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Other information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders.

Item 11 — Executive Compensation

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders.

Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance under Equity Compensation Plans


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders	2,852,917	(1)	$	—	13,648,879
Equity compensation plans not approved by security holders	2,877,137	(2)	$	—	12,557,143
Total	5,730,054		$	—	26,206,022	(3)

(1)Consists of shares issuable under the NRG LTIP. See Note 20, Stock-Based Compensation for a discussion of the NRG LTIP

(2)Consists of shares issuable under the Vivint LTIP. On March 10, 2023, in connection with the Acquisition, NRG assumed the Vivint LTIP. While the Vivint LTIP was previously approved by stockholders of Vivint Smart Home, Inc., the plan is listed as "not approved" because it was assumed as part of the Acquisition and not subject to approval by NRG stockholders. The Company intends to make subsequent grants under the Vivint LTIP. See Note 20, Stock-Based Compensation for a discussion of the Vivint LTIP

(3)Consists of 7,188,824 shares of common stock under the NRG LTIP, 12,557,143 shares of common stock under the Vivint LTIP and 6,460,055 shares of treasury stock reserved for issuance under the ESPP

The LTIPs currently provides for grants of restricted stock units, relative performance stock units, deferred stock units and dividend equivalent rights. The Company's directors, officers and employees, as well as other individuals performing services for, or to whom an offer of employment has been extended by the Company, are eligible to receive grants under one or both of the LTIPs. The purpose of the LTIPs is to promote the Company's long-term growth and profitability by providing these individuals with incentives to maximize stockholder value and otherwise contribute to the Company's success and to enable the Company to attract, retain and reward the best available persons for positions of responsibility. The Compensation Committee of the Board of Directors administers the LTIPs.

Other information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders.

Item 13 — Certain Relationships and Related Transactions, and Director Independence

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders.

Item 14 — Principal Accounting Fees and Services

Information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders.

PART IV

Item 15 — Exhibits, Financial Statement Schedules

(a)(1) Financial Statements

The following consolidated financial statements of NRG Energy, Inc. and related notes thereto, together with the reports thereon of , , Auditor Firm ID: , are included herein:

Consolidated Statements of Operations — Years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income/(Loss) — Years ended December 31, 2024, 2023, and 2022

Consolidated Balance Sheets — As of December 31, 2024 and 2023

Consolidated Statements of Cash Flows — Years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Stockholders' Equity — Years ended December 31, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedule

The following Consolidated Financial Statement Schedule of NRG Energy, Inc. is filed as part of Item 15 of this report and should be read in conjunction with the Consolidated Financial Statements.

Schedule II — Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.

(a)(3) Exhibits: See Exhibit Index submitted as a separate section of this report.

(b) Exhibits

See Exhibit Index submitted as a separate section of this report.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

NRG Energy, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of NRG Energy, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income/(loss), stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the sufficiency of audit evidence over revenues

As discussed in Note 3 to the consolidated financial statements, the Company had $28,130 million of revenues. Revenue is derived from various revenue streams in different geographic markets and the Company’s processes and related information technology (IT) systems used to record revenue differ for each of these revenue streams.

We identified the evaluation of the sufficiency of audit evidence over revenues as a critical audit matter which required a high degree of auditor judgment due to the number of revenue streams and IT systems involved in the revenue recognition process. This included determining the revenue streams over which procedures were to be performed and evaluating the nature and extent of evidence obtained over the individual revenue streams as well as revenue in the aggregate. It also included the involvement of IT professionals with specialized skills and knowledge to assist in the performance of certain procedures.

The following are the primary procedures we performed to address this critical audit matter. We, with the assistance of IT professionals, applied auditor judgment to determine the revenue streams over which procedures were performed as well as the nature and extent of such procedures. For certain revenue streams over which procedures were performed,

we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue recognition processes. For certain revenue streams, we involved IT professionals, who assisted in testing certain IT applications used by the Company in its revenue recognition processes. In addition, we assessed recorded revenue for a selection of transactions by comparing the amounts recognized to underlying documentation, including contracts with customers, and for certain revenue streams, we performed a software-assisted data analysis to assess certain relationships among revenue transactions. In addition, we evaluated the sufficiency of audit evidence obtained over revenues by assessing the results of procedures performed, including the appropriateness of such evidence.

/s/ KPMG LLP

We have served as the Company's auditor since 2004.

Philadelphia, Pennsylvania

February 26, 2025

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Year Ended December 31,
(In millions, except per share amounts)	2024	2023		2022
Revenue
Revenue	$	$		$
Operating Costs and Expenses
Cost of operations (excluding depreciation and amortization shown below)
Depreciation and amortization
Impairment losses
Selling, general and administrative costs (excluding amortization of customer acquisition costs of $, $ and $, respectively, which are included in depreciation and amortization shown separately above)
Provision for credit losses
Acquisition-related transaction and integration costs
Total operating costs and expenses

Gain on sale of assets
Operating Income
Other Income/(Expense)
Equity in earnings of unconsolidated affiliates
Impairment losses on investments	()	()
Other income, net

(Loss)/Gain on debt extinguishment	()
Interest expense	()	()		()
Total other expense	()	()		()
Income/(Loss) Before Income Taxes		()
Income tax expense/(benefit)		()


Net Income/(Loss)		()
Less: Cumulative dividends attributable to Series A Preferred Stock
Net Income/(Loss) Available for Common Stockholders	$	$	()	$
Income/(Loss) Per Share
Weighted average number of common shares outstanding — basic


Income/(Loss) per Weighted Average Common Share — Basic	$	$	()	$
Weighted average number of common shares outstanding — diluted


Income/(Loss) per Weighted Average Common Share — Diluted	$	$	()	$

See notes to Consolidated Financial Statements

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)


	For the Year Ended December 31,
(In millions)	2024	2023		2022
Net Income/(Loss)	$	$	()	$
Other Comprehensive (Loss)/Income, net of tax

Foreign currency translation adjustments	()			()

Defined benefit plans	()			()
Other comprehensive (loss)/income	()			()
Comprehensive Income/(Loss)	$	$	()	$

See notes to Consolidated Financial Statements

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	As of December 31,
(In millions)	2024	2023
ASSETS
Current Assets
Cash and cash equivalents	$	$
Funds deposited by counterparties
Restricted cash
Accounts receivable, net

Inventory
Derivative instruments
Cash collateral paid in support of energy risk management activities

Prepayments and other current assets


Total current assets
Property, plant and equipment, net
Other Assets
Equity investments in affiliates
Operating lease right-of-use assets, net

Goodwill
Customer relationships, net
Other intangible assets, net

Derivative instruments
Deferred income taxes
Other non-current assets


Total other assets
Total Assets	$	$

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)


	As of December 31,
(In millions, except share data)	2024	2023
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt and finance leases	$	$
Current portion of operating lease liabilities
Accounts payable

Derivative instruments
Cash collateral received in support of energy risk management activities
Deferred revenue current
Accrued expenses and other current liabilities



Total current liabilities
Other Liabilities
Long-term debt and finance leases
Non-current operating lease liabilities



Derivative instruments
Deferred income taxes
Deferred revenue non-current
Other non-current liabilities


Total other liabilities
Total Liabilities

Commitments and Contingencies
Stockholders' Equity
Preferred stock; shares authorized; Series A shares issued and outstanding at December 31, 2024 and 2023 (aggregate liquidation preference $)
Common stock; $ par value; shares authorized; and shares issued; and and shares outstanding at December 31, 2024 and 2023, respectively
Additional paid-in capital
Retained earnings
Treasury stock, at cost; and shares at December 31, 2024 and 2023, respectively	()	()
Accumulated other comprehensive loss	()	()
Total Stockholders' Equity
Total Liabilities and Stockholders' Equity	$	$

See notes to Consolidated Financial Statements

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Year Ended December 31,
(In millions)	2024		2023		2022
Cash Flows from Operating Activities
Net Income/(Loss)	$		$	()	$


Adjustments to reconcile net income to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates, net of distributions	()		()
Depreciation of property, plant and equipment and amortization of customer relationships and other intangible assets
Amortization of capitalized contract costs
Accretion of asset retirement obligations
Provision for credit losses
Amortization of nuclear fuel
Amortization of financing costs and debt discounts
Loss/(Gain) on debt extinguishment			()
Amortization of in-the-money contracts and emissions allowances
Amortization of unearned equity compensation
Net gain on sale of assets and disposal of assets	()		()		()

Impairment losses
Changes in derivative instruments	()				()
Changes in current and deferred income taxes and liability for uncertain tax benefits			()

Changes in collateral deposits in support of risk management activities			()

Changes in nuclear decommissioning trust liability

Uplift securitization proceeds received from ERCOT


Cash (used)/provided by changes in other working capital:
Accounts receivable - trade	()				()
Inventory					()
Prepayments and other current assets	()		()		()
Accounts payable			()
Accrued expenses and other current liabilities					()
Other assets and liabilities	()		()		()
Cash provided/(used) by operating activities	$		$	()	$


Cash Flows from Investing Activities
Payments for acquisitions of businesses and assets, net of cash acquired	$	()	$	()	$	()
Capital expenditures	()		()		()
Proceeds from sale of assets, net of cash disposed


Net purchases of emissions allowances	()		()		()
Proceeds from insurance recoveries for property, plant and equipment, net
Investments in nuclear decommissioning trust fund securities			()		()
Proceeds from sales of nuclear decommissioning trust fund securities



Cash used by investing activities	$	()	$	()	$	()


	For the Year Ended December 31,
(In millions)	2024		2023		2022
Cash Flows from Financing Activities
Proceeds from issuance of preferred stock, net of fees	$		$		$
Payments for share repurchase activity and excise tax(a)	()		()		()
Equivalent shares purchased in lieu of tax withholdings	()		()		()
Payments of dividends to preferred and common stockholders	()		()		()
Proceeds from issuance of long-term debt
Payments for current and long-term debt	()		()		()

Payments for debt extinguishment costs	()
Payments of debt issuance costs	()		()		()
Net (payments)/receipts from settlement of acquired derivatives that include financing elements	()

Proceeds from credit facilities
Repayments to credit facilities	()		()


Cash (used)/provided by financing activities	$	()	$	()	$


Effect of exchange rate changes on cash and cash equivalents	()				()

Net (Decrease)/Increase in Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash			()
Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at Beginning of Period
Cash and Cash Equivalents, Funds Deposited by Counterparties and Restricted Cash at End of Period	$		$		$

(a) million during the year ended December 31, 2024

For further discussion of supplemental cash flow information see Note 25, Cash Flow Information

See notes to Consolidated Financial Statements

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY ) ) )

(In millions)

Preferred Stock

Common
Stock

Additional
Paid-In
Capital

Retained Earnings

Treasury
Stock

Accumulated
Other
Comprehensive
Loss

Total
Stock-holders'
Equity

Balance at December 31, 2021

()

Net income

Other comprehensive loss

()

Shares reissuance for ESPP

Share repurchases

()

Equity-based awards activity, net(a)

Common stock dividends and dividend equivalents declared(b)

()

Adoption of ASU 2020-06

()

Balance at December 31, 2022

()

Net loss

()

Issuance of Series A Preferred Stock

()

Other comprehensive income

Shares reissuance for ESPP

Share repurchases(c)

()

Retirement of treasury stock(d)

()

—

Equity-based awards activity, net(a)

()

(b) Revenue relates entirely to unrealized gains and losses on derivative instruments accounted for under ASC 815

Contract Balances

$ Accounts receivable, net - Contracts with customers Accounts receivable, net - Accounted for under topics other than ASC 606 Accounts receivable, net - Affiliate Total accounts receivable, net$ $ Unbilled revenues (included within Accounts receivable, net - Contracts with customers)$ $

Deferred revenues(a)

$ $

(a)Deferred revenues from contracts with customers as of December 31, 2024 and 2023 were approximately $ billion and $ billion, respectively.

The revenue recognized from contracts with customers during the years ended December 31, 2024 and 2023 relating to the deferred revenue balance at the beginning of each period was $ million and $ million, respectively, which increased primarily due to the acquisition of Vivint Smart Home.

The Company's capitalized contract costs consist of fulfillment costs, commission payments, broker fees and other costs that represent incremental costs of obtaining the contract with customers for which the Company expects to recover. Capitalized contract costs are amortized to depreciation and amortization on a straight-line basis over the expected period of benefit of .

108

. Energy contract liabilities are generally recognized to revenue in the next period as the Company satisfies its performance obligations.

Note 4 —

million subscribers to NRG. Vivint Smart Home's single, expandable platform incorporates artificial intelligence and machine learning into its operating system and its vertically integrated business model includes hardware, software, sales, installation, customer service and technical support and professional monitoring, enabling superior subscriber experiences and a complete end-to-end smart home experience. The acquisition accelerated the realization of NRG's consumer-focused growth strategy and creates a leading essential home services platform fueled by market-leading brands, unparalleled insights, proprietary technologies and complementary sales channels.

NRG paid $ per share, or approximately $ billion in cash. The Company funded the acquisition using:

•proceeds of $ million from newly issued $ million % Senior Secured First Lien Notes due 2033, net of issuance costs and discount;

•proceeds of $ million from newly issued $ million % Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, net of issuance costs;

•proceeds of approximately $ million drawn from its Revolving Credit Facility and Receivables Securitization Facilities; and

•cash on hand.

Acquisition costs of $ million and $ million for the years ended December 31, 2023 and 2022, respectively, are included in acquisition-related transaction and integration costs in the Company's consolidated statement of operations.

The acquisition has been recorded as a business combination under ASC 805, with identifiable assets and liabilities acquired recorded at their estimated Acquisition Closing Date fair value. billion includes:

at $ per share$ Other Vivint Smart Home, Inc. equity instruments (Cash out RSUs and PSUs, Stock Appreciation Rights, Private Placement Warrants) Total Cash Consideration$ Fair value of acquired Vivint Smart Home, Inc. equity awards attributable to pre-combination service Total Consideration$

109

Accounts receivable, net Inventory Prepayments and other current assets Total current assets Property, plant and equipment, net Other AssetsOperating lease right-of-use assets, net

Goodwill(a)

Intangible assets, net(b):

Customer relationships Technology Trade names Sales channel contract Intangible assets, net Deferred income taxes Other non-current assets Total other assets Total Assets $ Current LiabilitiesCurrent portion of long-term debt and finance leases$ Current portion of operating lease liabilities Accounts payable Derivative instruments Deferred revenue current Accrued expenses and other current liabilities Total current liabilities Other LiabilitiesLong-term debt and finance leases Non-current operating lease liabilities Derivative instruments Deferred income taxes Deferred revenue non-current Other non-current liabilities Total other liabilities Total Liabilities$ Vivint Smart Home Purchase Price$

(a)Goodwill arising from the acquisition is attributed to the value of the platform acquired, cross-selling opportunities, subscriber growth and the synergies expected from combining the operations of Vivint Smart Home with NRG's existing businesses. of the goodwill recorded will be deductible for tax purposes

(b)The weighted average amortization period for total amortizable intangible assets is approximately

110

% ownership in the Airtron business unit. Proceeds of $ million were reduced by working capital and other adjustments of $ million, resulting in net proceeds of $ million. The Company recorded a gain on the sale of $ million within the West/Services/Other region of operations.

2023 Dispositions

Sale of the % equity interest in STP

On November 1, 2023, the Company closed on the sale of its % equity interest in STP to Constellation Energy Generation ("Constellation"). Proceeds of $ billion were reduced by working capital and other adjustments of $ million, resulting in net proceeds of $ billion. The Company recorded a gain on the sale of $ billion within the Texas region of operations. For discussion of the litigation matter related to the transaction, see Note 22, Commitments and Contingencies.

Sale of Gregory

On October 2, 2023, the Company closed on the sale of its % ownership in the Gregory natural gas generating facility in Texas for $ million. The Company recorded a gain on the sale of $ million.

Sale of Astoria

On January 6, 2023, the Company closed on the sale of land and related generation assets from the Astoria site, within the East region of operations, for proceeds of $ million, subject to transaction fees of $ million and certain indemnifications, resulting in a $ million gain.

2022 Disposition

Sale of Watson

On June 1, 2022, the Company closed on the sale of its % ownership in the Watson natural gas generating facility for $ million. The Company recorded a gain on the sale of $ million within the West/Services/Other region of operations.

Note 5 —

$ $ $ Other long-term debt, including current portion

Total long-term debt, including current portion(a)

$ $ $ $

(a)Excludes deferred financing costs, which are recorded as a reduction to long-term debt on the Company's consolidated balance sheets

111

$ $ $ Derivative assets: Interest rate contracts Foreign exchange contracts

Commodity contracts(a)

Equity securities measured using net asset value practical expedient (classified within other non-current assets)

Total assets

$ $ $ $ Derivative liabilities: Interest rate contracts$ $ $ $ Foreign exchange contracts

Commodity contracts(a)

Consumer Financing Program Total liabilities$ $ $ $

(a)Excludes $ million of derivative assets and $ million of derivative liabilities that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis. For further discussion, see Item 15 — Note 6, Accounting for Derivative Instruments and Hedging Activities

112

$ $ $ Derivative assets:Interest rate contracts Foreign exchange contracts Commodity contracts Equity securities measured using net asset value practical expedient (classified within other non-current assets) Total assets$ $ $ $ Derivative liabilities:Interest rate contracts$ $— $ $— Foreign exchange contracts Commodity contracts Consumer Financing Program Total liabilities$ $ $ $

Total (losses) realized/unrealized included in earnings

()()Purchases

Transfers into Level 3(b)

Transfers out of Level 3(b)(c)

()()Ending balance$ $ (Losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to assets or liabilities still held as of year-end $()$()

(a)Consists of derivatives assets and liabilities, net, excluding derivative liabilities from Consumer Financing Program, which are presented in a separate table below

(b)Transfers into/out of Level 3 are related to the availability of consensus pricing and external broker quotes, and are valued as of the end of the reporting period. Except for the transfers out of Level 3 noted below, all other transfers into/out of Level 3 are from/to Level 2

(c)For the year ended December 31, 2023, due to the change to use consensus pricing, there was a decrease in the number of contracts valued with prices provided by models and other valuation techniques, which resulted in a large transfer out of Level 3

Realized and unrealized gains and losses included in earnings that are related to the commodity derivatives are recorded in revenues and cost of operations.

113

Contractual obligations added from the acquisition of Vivint Smart Home

()New contractual obligations()()Settlements Total losses included in earnings()()Ending balance$()$()

Gains and losses that are related to the Consumer Financing Program derivative are recorded in other income, net.

Derivative fair value measurements

The Company's contracts consist of non-exchange-traded contracts valued using prices provided by external sources and exchange-traded contracts with readily available quoted market prices. Beginning in of the fourth quarter of 2023, the fair value of non-exchange traded contracts were based on consensus pricing provided by independent pricing services. The pricing data was compiled from market makers with longer dated tenors as compared to broker quotes, enhancing reliability and increasing transparency.

Prior to the fourth quarter of 2023, the Company valued derivatives based on price quotes from brokers in active markets who regularly facilitate those transactions. For the majority of markets that NRG participates in, the Company would receive broker quotes from multiple sources and reflected the average of the bid-ask mid-point prices. The terms for which such price information is available vary by commodity, region and product. The Company believes both sources of price quotes are executable.

The remainder of the assets and liabilities represents contracts for which external sources or observable market quotes are not available. These contracts are valued based on various valuation techniques including but not limited to internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. As of December 31, 2024, contracts valued with prices provided by models and other valuation techniques make up % of derivative assets and % of derivative liabilities. The fair value of each contract is discounted using a risk free interest rate. In addition, the Company applies a credit reserve to reflect credit risk, which for foreign exchange contracts and interest rate swaps is calculated utilizing the bilateral method based on published default probabilities. For commodities, to the extent that NRG's net exposure under a specific master agreement is an asset, the Company uses the counterparty's default swap rate. If the exposure under a specific master agreement is a liability, the Company uses NRG's default swap rate. For foreign exchange contracts, interest rate swaps, and commodities, the credit reserve is added to the discounted fair value to reflect the exit price that a market participant would be willing to receive to assume NRG's liabilities or that a market participant would be willing to pay for NRG's assets. As of December 31, 2024, the credit reserve resulted in a $ million decrease primarily within cost of operations. As of December 31, 2023, the credit reserve resulted in $ million decrease primarily within cost of operations.

The fair values in each category reflect the level of forward prices and volatility factors as of December 31, 2024 and may change as a result of changes in these factors. Management uses its best estimates to determine the fair value of commodity and derivative contracts NRG holds and sells. These estimates consider various factors including closing exchange, consensus and over-the-counter price quotations, time value, volatility factors and credit exposure. It is possible, however, that future market prices could vary from those used in recording assets and liabilities from energy marketing and trading activities and such variations could be material.

114

$ Discounted Cash FlowForward Market Price ($ per MMBtu)$ $ $ Power Contracts Discounted Cash FlowForward Market Price ($ per MWh) Capacity Contracts Discounted Cash FlowForward Market Price ($ per MW/Day) Renewable Energy Certificates Discounted Cash FlowForward Market Price ($ per Certificate) FTRs Discounted Cash FlowAuction Prices ($ per MWh)() Consumer Financing Program Discounted Cash FlowCollateral Default Rates % % %Discounted Cash FlowCollateral Prepayment Rates % % %Discounted Cash FlowCredit Loss Rates % % %$ $

115

Under the guidance of ASC 815, entities may choose to offset cash collateral posted or received against the fair value of derivative positions executed with the same counterparties under the same master netting agreements. The Company has chosen not to offset positions as defined in ASC 815. As of December 31, 2024, the Company recorded $ million of cash collateral posted and $ million of cash collateral received on its balance sheet.

Concentration of Credit Risk

In addition to the credit risk discussion as disclosed in Note 2, Summary of Significant Accounting Policies, the following item is a discussion of the concentration of credit risk for the Company's financial instruments. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties pursuant to the terms of their contractual obligations. The Company monitors and manages credit risk through credit policies that include: (i) an established credit approval process; (ii) a daily monitoring of counterparties' credit limits; (iii) the use of credit mitigation measures such as margin, collateral, prepayment arrangements, or volumetric limits; (iv) the use of payment netting agreements; and (v) the use of master netting

116

billion and NRG held collateral (cash and letters of credit) against those positions of $ million, resulting in a net exposure of $ billion. NRG periodically receives collateral from counterparties in excess of their exposure. Collateral amounts shown include such excess while net exposure shown excludes excess collateral received. Approximately % of the Company's exposure before collateral is expected to roll off by the end of 2026. Counterparty credit exposure is valued through observable market quotes and discounted at a risk free interest rate. %Financial institutions

Total


Category	Net Exposure (a) (b) (% of Total)
Investment grade		%
Non-Investment grade/Non-Rated
Total		%

(a)Counterparty credit exposure excludes coal transportation contracts because of the unavailability of market prices

(b)The figures in the tables above exclude potential counterparty credit exposure related to RTOs, ISOs, registered commodity exchanges and certain long term contracts

The Company had no exposure to wholesale counterparties in excess of % of the total net exposure discussed above as of December 31, 2024. Changes in hedge positions and market prices will affect credit exposure and counterparty concentration.

RTOs and ISOs

Exchange Traded Transactions

Long-Term Contracts

Counterparty credit exposure described above excludes credit risk exposure under certain long term contracts, primarily solar under Renewable PPAs. As external sources or observable market quotes are not always available to estimate such exposure, the Company values these contracts based on various techniques including, but not limited to, internal models based on a fundamental analysis of the market and extrapolation of observable market data with similar characteristics. Based on these valuation techniques, as of December 31, 2024, aggregate credit risk exposure managed by NRG to these counterparties was approximately $ million for the next five years.

117

million, $ million, and $ million for the years ended December 31, 2024, 2023, and 2022, respectively. During the year ended December 31, 2022, the provision for credit losses included the Company's loss mitigation efforts recognized as income of $ million related to Winter Storm Uri.

Note 6 —

118

billion of interest rate swaps extending through 2027 to hedge the floating rate of the Vivint Term Loans and interest rate swaps with a total nominal value of $ million extending through 2029 to hedge the floating rate of the Term Loans which were terminated in November 2024. In November 2024, in connection with the amendment of the Term Loans, the Company entered into $ million of interest rate swaps through 2029 to hedge its floating rate.

Consumer Financing Program

Under the Consumer Financing Program, Vivint Smart Home pays a monthly fee to Financing Providers based on either the average daily outstanding balance of the loans or the number of outstanding loans. For certain loans, Vivint Smart Home incurs fees at the time of the loan origination and receives proceeds that are net of these fees. Vivint Smart Home also shares the liability for credit losses, depending on the credit quality of the customer. Due to the nature of certain provisions under the Consumer Financing Program, the Company records a derivative liability that is not designated as a hedging instrument and is adjusted to fair value, measured using the present value of the estimated future payments. Changes to the fair value are recorded through other income, net in the consolidated statement of operations. The following represent the contractual future payment obligations with the Financing Providers under the Consumer Financing Program that are components of the derivative:

• Vivint Smart Home pays either a monthly fee based on the average daily outstanding balance of the loans, or the number of outstanding loans, depending on the Financing Provider;

• Vivint Smart Home shares the liability for credit losses depending on the credit quality of the customer; and

• Vivint Smart Home pays transactional fees associated with customer payment processing.

The derivative is classified as a Level 3 instrument. The derivative positions are valued using a discounted cash flow model, with inputs consisting of available market data, such as market yield discount rates, as well as unobservable internally derived assumptions, such as collateral prepayment rates, collateral default rates and credit loss rates. In summary, the fair value represents an estimate of the present value of the cash flows Vivint Smart Home will be obligated to pay to the Financing Provider for each component of the derivative.

119

Renewables Energy CertificatesCertificates CoalShort Ton Natural GasMMBtu PowerMWh InterestDollars Foreign ExchangeDollars Consumer Financing ProgramDollars

Fair Value of Derivative Instruments

$ $ $ Interest rate contracts - long-term Foreign exchange contracts - current Foreign exchange contracts - long-term Commodity contracts- current Commodity contracts- long-term Consumer Financing Program - current Consumer Financing Program - long-term

Derivatives Not Designated as Cash Flow or Fair Value Hedges

$ $ $ $ Deferred gains/losses on NPNS contracts - current Deferred gains/losses on NPNS contracts - long-term

Deferred gains/losses on NPNS contracts(a)

$ $ $ $

Total Derivatives Not Designated as Cash Flow or Fair Value Hedges

$ $ $ $

(a)Balances related to certain derivative contracts that were previously accounted for as derivative contracts following the election of the NPNS exemption and the discontinuance of derivative accounting treatment as of the election date

120

$()$ $ Derivative liabilities() Total interest rate contracts Foreign exchange contracts:Derivative assets$ $()$ $ Derivative liabilities() Total foreign exchange contracts$ $ $ $ Commodity contracts:Derivative assets$ $()$()$ Derivative liabilities() ()Total commodity contracts$ $ $()$ Consumer Financing Program:Derivative liabilities$()$ $ $()Total derivative instruments$ $ $()$

Gross Amounts Not Offset in the Statement of Financial Position

(In millions)

Gross Amounts of Recognized Assets/Liabilities

Derivative Instruments

Cash Collateral (Held)/Posted

Net Amount

As of December 31, 2023

Interest rate contracts:

Derivative assets

()

Derivative liabilities

()

Total interest rate contracts

Foreign exchange contracts:

Derivative assets

()

Derivative liabilities

()

Total foreign exchange contracts

()

Commodity contracts:

Derivative assets

()

Derivative liabilities

()

Total commodity contracts

Consumer Financing Program:

Derivative liabilities

()

Total derivative instruments

121

$()$()

Reversal of acquired loss positions related to economic hedges

Net unrealized gains/(losses) on open positions related to economic hedges

()

Total unrealized mark-to-market gains/(losses) for economic hedging activities

()

Reversal of previously recognized unrealized (gains)/losses on settled positions related to trading activity

()

Net unrealized gains/(losses) on open positions related to trading activity

()Total unrealized mark-to-market gains/(losses) for trading activity ()Total unrealized gains/(losses) - commodities and foreign exchange$ $()$ (a) December 31, 2024 balance includes $ million related to derivative contracts that were elected as NPNS on October 1, 2024 and are no longer valued at fair value on a recurring basis

$ $

Unrealized (losses)/gains included in revenues - commodities

$()$ $()Unrealized gains/(losses) included in cost of operations - commodities () Unrealized gains/(losses) included in cost of operations - foreign exchange ()

Total impact to statement of operations - commodities and foreign exchange

$ $()$

Total impact to statement of operations - Consumer Financing Program

$()$()$

The reversals of acquired loss/(gain) positions were valued based upon the forward prices on the acquisition date. The roll-off amounts were offset by realized gains or losses at the settled prices and are reflected in revenue or cost of operations during the same period.

The gains from open economic hedge positions of $ million for the year ended December 31, 2024 was primarily the result of an increase in the value of forward positions as a result of increases in natural gas and power prices in the East.

The loss from open economic hedge positions of $ billion for the year ended December 31, 2023 was primarily the result of a decrease in the value of forward positions as a result of decreases in natural gas and power prices in the East and West.

The gains from open economic hedge positions of $ billion for the year ended December 31, 2022 was primarily the result of an increase in the value of forward positions as a result of increases in natural gas and power prices.

Credit Risk Related Contingent Features

Certain of the Company's hedging and trading agreements contain provisions that entitle the counterparty to demand that the Company post additional collateral if the counterparty determines that there has been deterioration in the Company's credit quality, generally termed “adequate assurance” under the agreements, or require the Company to post additional collateral if there were a downgrade in the Company's credit rating. The collateral potentially required for contracts with adequate assurance clauses that are in net liability positions as of December 31, 2024 was $ million. The Company is also a party to certain

122

million as of December 31, 2024. In the event of a downgrade in the Company's credit rating and if called for by the counterparty, $ million of additional collateral would be required for all contracts with credit rating contingent features as of December 31, 2024.

See Note 5, Fair Value of Financial Instruments, for discussion regarding concentration of credit risk.

Note 7 —

$ Natural gas Fuel oil Finished goods Spare parts Total Inventory$ $

Note 8 —

- years

Land and improvements Software yearsHardware and office equipment and furnishings

- years

Construction in progress Total property, plant, and equipment Accumulated depreciation()() Net property, plant, and equipment $ $

Depreciation expense of property, plant and equipment recorded during the years ended December 31, 2024, 2023 and 2022 was $ million, $ million and $ million, respectively.

Note 9 —

123

$ $ Amortization of right-of-use assets Interest on lease liabilities Operating lease cost Short-term lease cost Variable lease cost Sublease income ()()Total lease cost$ $ $

Other information:


	For the Year Ended December 31,
(In millions)	2024	2023	2022

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	$	$

Financing cash flows from finance leases
Right-of-use assets obtained in exchange for new finance lease liabilities
Right-of-use assets obtained in exchange for new operating lease liabilities

Lease Term and Discount Rate for leases:


	December 31, 2024		December 31, 2023
Finance leases:
Weighted average remaining lease term (in years)
Weighted average discount rate		%		%

Operating leases:
Weighted average remaining lease term (in years)
Weighted average discount rate		%		%

2026 2027 2028 2029 Thereafter Total undiscounted lease payments$ Less: present value adjustment()Total discounted lease payments$

124

Note 10 —

million and $ million related to its equity method investments in Gladstone and property plant and equipment and leases in the West/Services/Other segment, respectively. For further discussion of the Gladstone investment, see Note 16, Investments Accounted for by the Equity Method and Variable Interest Entities.

Other Impairments — The Company recorded impairment losses related to excess SO2 allowances of $ million in the Texas segment and goodwill impairment losses of $ million in the West/Services/Other segment.

2023 Impairment Losses

During the fourth quarter of 2023, the Company completed its annual budget and analyzed the corresponding impact on estimated cash flows associated with its long-lived assets. The fair value of the assets was determined using an income approach by applying a discounted cash flow methodology to the long-term budget for each facility. The income approach utilized estimates of after-tax cash flows, which were Level 3 fair value measurements, and included key inputs such as forecasted power prices, fuel costs, operating and maintenance costs, plant investment capital expenditures and discount rates.

Gladstone — The Company recorded impairment losses of $ million on its equity method investment in Gladstone within the West/Services/Other segment as a result of changes in the long-term outlook of the Gladstone facility, prompted by evolving energy policy conditions in Australia and an assessment of the long-term operational landscape of the facility, which concluded with the annual budget process. For further discussion of the Gladstone investment, see Note 16, Investments Accounted for by the Equity Method and Variable Interest Entities.

Other Impairments — The Company additionally recorded impairment losses related to property plant and equipment and leases of $ million, $ million and $ million in the Texas, East and West/Services/Other segments, respectively.

2022 Impairment Losses

Astoria Redevelopment Impairment — During the third quarter of 2022, the Company entered into a purchase and sale agreement for the sale of the land and related assets at the Astoria generating site and the planned withdrawal and cancellation of its proposed Astoria redevelopment project. As a result, the Company impaired $ million of Astoria project spend in the East segment. For further discussion of the transaction, see Note 4, Acquisitions and Dispositions.

PJM Asset Impairments — During the second quarter of 2022, the results of the PJM Base Residual Auction for the 2023/2024 delivery year were released leading the Company to revise its long-term view of certain facilities and announce the planned retirement of the Joliet generating facility. The Company considered the near-term retirement date of Joliet and the decline in PJM capacity prices to be a trigger for impairment and performed impairment tests on the PJM generating assets and the goodwill associated with Midwest Generation. The Company measured the impairment losses on the PJM generating assets and Midwest Generation goodwill as the difference between the carrying amount and the fair value of the PJM generating assets and Midwest Generation reporting unit, respectively. Fair values were determined using an income approach in which the Company applied a discounted cash flow methodology to the long-term budgets for the plants and reporting unit. Significant inputs impacting the income approach include the Company's long-term view of capacity and fuel prices, projected generation, the physical and economic characteristics of each plant and the reporting unit as a whole, and the discount rate applied to the after-tax cash flow projections. Impairment losses of $ million and $ million were recorded in the East segment on the PJM generating assets and Midwest Generation goodwill, respectively.

Other Impairments — The Company additionally recorded impairment losses of $ million in the East segment.

125

Note 11 —

$ $ $ $ Goodwill resulted from the acquisition of Vivint ))) ) ) ()() )

128

Note 12 —

$ Senior Notes, due 2028 Senior Notes, due 2029 Senior Notes, due 2029 Senior Notes, due 2029 Senior Notes, due 2031 Senior Notes, due 2032 Senior Notes, due 2033 Senior Notes, due 2034

Convertible Senior Notes, due 2048(a)

Senior Secured First Lien Notes, due 2024 Senior Secured First Lien Notes, due 2025 Senior Secured First Lien Notes, due 2027 Senior Secured First Lien Notes, due 2029 Senior Secured First Lien Notes, due 2033 )

(a)Total accretion expense related to asset retirement obligations included in the consolidated statement of cash flows includes accretion and revisions in estimates for asset retirement liabilities on non-operating plants

Note 14 —

separate qualified pension plans, the NRG Pension Plan for Bargained Employees, the NRG Pension Plan and the Pension Plan for Employees of Direct Energy Marketing Limited (“DEML”). Participation in the NRG Pension Plan for Bargained Employees depends upon whether an employee is covered by a bargaining agreement. The NRG Pension Plan was frozen for non-union employees on December 31, 2018. In 2024, the Company commenced the termination process for the defined benefit component of the Pension Plan for Employees of DEML and expects to complete the transaction in 2025.

NRG expects to contribute $ million to the Company's pension plans in 2025.

NRG Defined Benefit Plans

$ $ Interest cost on benefit obligation Expected return on plan assets()()()Amortization of unrecognized net loss Curtailment and special termination benefits (income)/expense()() Net periodic benefit cost$ $ $


	Year Ended December 31,
	Other Postretirement Benefits
(In millions)	2024		2023		2022

Interest cost on benefit obligation	$		$		$
Amortization of unrecognized prior service cost	()		()		()
Amortization of unrecognized net loss	()

Net periodic benefit credit	$	()	$	()	$	()

138

$ $ $ Service cost Interest cost Actuarial loss/(gain)() ()()Employee and retiree contributions Annuity purchase settlement() Curtailment and special termination benefit loss () ()Benefit payments()()()()Foreign exchange translation() Benefit obligation at December 31 Fair value of plan assets at January 1 Actual return on plan assets Employee and retiree contributions Employer contributions Annuity purchase settlement() Benefit payments()()()()Foreign exchange translation() Fair value of plan assets at December 31

Funded status at December 31 — excess of obligation over assets

$()$()$()$()

During the year ended December 31, 2024, the actuarial gain of $ million on pension benefits was primarily driven by increasing discount rates.

During the year ended December 31, 2023, the actuarial loss of $ million on pension benefits was primarily driven by decreasing discount rates.

$ $ $ Other non-current liabilities

$ $()$()Prior service cost/(credit) ()()Total accumulated OCI$ $ $()$()

139

)$()$()$()Amortization of net actuarial loss()() ()Settlement (gain)/loss Amortization of prior service cost Effect of settlement/curtailment () ()Total recognized in OCI$ $()$ $

Net periodic benefit cost/(credit)

()()

Net recognized in net periodic pension (credit)/cost and OCI

$ $()$ $()

$ Accumulated benefit obligation Fair value of plan assets

$ $ Common/collective trust investment — non-U.S. equity Common/collective trust investment — non-core assets Common/collective trust investment — fixed income Short-term investment fund Subtotal fair value$ $ $ Measured at net asset value practical expedient:Common/collective trust investment — non-U.S. equity Common/collective trust investment — fixed income Common/collective trust investment — non-core assets Partnerships/joint ventures Total fair value$

140

In accordance with ASC 820, the Company determines the level in the fair value hierarchy within which each fair value measurement in its entirety falls, based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of the common/collective trust investments is valued at fair value which is equal to the sum of the market value of all of the fund's underlying investments. Certain common/collective trust investments have readily determinable fair value as they publish daily net asset value, or NAV, per share and are categorized as Level 2. Certain other common/collective trust investments and partnerships/joint ventures use NAV per share, or its equivalent, as a practical expedient for valuation, and thus have been removed from the fair value hierarchy table.

% % % %Interest crediting rate % % % %Rate of compensation increase % % Health care trend rate— —

% grading to % in

The following table presents the significant assumptions used to calculate NRG's benefit expense:


	As of December 31,
	Pension Benefits						Other Postretirement Benefits
Weighted-Average Assumptions	2024		2023		2022		2024		2023		2022
Discount rate		%		%	%/%/%			%		%		%
Interest crediting rate		%		%		%		%		%		%
Expected return on plan assets		%		%		%
Rate of compensation increase		%		%		%
Health care trend rate	—		—		—		% grading to % in		% grading to % in		% grading to % in

141

months to years. Under the AA-AM yield curve, each bond issue used to build this yield curve must be non-callable, and have an average rating of AA when averaging available Moody's Investor Services, Standard & Poor's and Fitch ratings. The AON Canada yield curve is based on high quality corporate bonds. Under the AON Canada yield curve, expected plan cash flows were discounted using the yield curve, and then a single rate is determined which produces an equivalent present value.

NRG employs a total return investment approach, whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and corporate financial condition. The Investment Committee reviews the asset mix periodically and as the plan assets increase in future years, the Investment Committee may examine other asset classes such as real estate or private equity. NRG employs a building block approach to determining the long-term rate of return assumption for plan assets, with proper consideration given to diversification and rebalancing. Historical markets are studied and long-term historical relationships between equities and fixed income are preserved, consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. Peer data and historical returns are reviewed to check for reasonableness and appropriateness.

%Non-U.S. equity %Non-core assets %Fixed income %

Plan assets are currently invested in a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across U.S., non-U.S., global, and emerging market equities, as well as among growth, value, small and large capitalization stocks.

Investment risk and performance are monitored on an ongoing basis through quarterly portfolio reviews of each asset fund class to a related performance benchmark, if applicable, and annual pension liability measurements.

142

$ $ 2026 2027 2028 2029 2030-2034

Defined Contribution Plans

NRG's employees are also eligible to participate in defined contribution 401(k) plans.

$ $

The Company's costs, which are primarily related to employer matching of a portion of employee contributions to defined contribution plans, increased during 2023 primarily due to an increase in retirement saving plan match and the Vivint acquisition.

143

Note 15 —

shares of preferred stock authorized and shares of common stock authorized. () Shares issued under ESPP— — Shares issued under LTIPs— — Share repurchases— — ()()Balance as of December 31, 2022— () Issuance of Series A Preferred Stock — — — Shares issued under ESPP— — Shares issued under LTIPs— — Share repurchases— — ()()Retirement of treasury stock— () — Balance as of December 31, 2023 () Shares issued under ESPP— — Shares issued under LTIPs— — Share repurchases— — ()()Partial settlement of Capped Call Options— — ()()Retirement of treasury stock— () — Balance as of December 31, 2024 () Shares issued under LTIPs— — Share repurchases— — ()()Retirement of treasury stock— () — Balance as of January 31, 2025 ()

Common Stock

As of December 31, 2024, NRG had shares of common stock reserved for the maximum number of shares potentially issuable based on the conversion and redemption features of the long-term incentive plans.

Common Stock Dividends

The Company declared and paid $, $ and $ quarterly dividend per common share, or $, $ and $ per share on an annualized basis for 2024, 2023 and 2022 respectively.

In 2022, 2023 and 2024, NRG increased the annual dividend on its common stock to $, $ and $ per share, respectively, representing an % increase each year. Beginning in the first quarter of 2025, NRG will increase the annual common stock dividend by % to $ per share. The long-term capital allocation policy targets an annual common stock dividend growth rate of %-% per share in subsequent years.

The Company's common stock dividends are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations.

On January 22, 2025, NRG declared a quarterly dividend on the Company's common stock of $ per share, or $ per share on an annualized basis, payable on February 18, 2025, to stockholders of record as of February 3, 2025.

Employee Stock Purchase Plan

The Company offers participation in the ESPP which allows eligible employees to elect to withhold between % and % of their eligible compensation to purchase shares of NRG common stock at the lesser of % of its market value on the offering date or % of the fair market value on the exercise date. An offering date occurs each April 1 and October 1. An exercise date occurs each September 30 and March 31. As of December 31, 2024, there remained shares of treasury stock reserved for issuance under the ESPP.

144

million of share repurchases at an average price per share of $. In June 2023, NRG revised its long-term capital allocation policy to target allocating approximately % of cash available for allocation, after debt reduction, to be returned to shareholders. As part of the revised capital allocation framework, the Company announced an increase to its share repurchase authorization to $ billion, to be executed through 2025. In October 2024, the Board of Directors authorized an additional $ billion for share repurchases as part of the existing share repurchase authorization. As of January 31, 2025, $ billion is remaining under the $ billion authorization. The following table summarizes the share repurchases made under the $ billion authorization through January 31, 2025:
$ $ Repurchases made under the accelerated share repurchase agreements (a) Total Share Repurchases during 2023

(b)

2024 Repurchases:Repurchases made under the accelerated share repurchase agreements (a)

Open market repurchases

Total Share Repurchases during 2024 (c)

Repurchases made subsequent to December 31, 2024 thru January 31, 2025

Total Share Repurchases made under the $ billion authorization

$ $ shares for an average price per share of $, excluding the impact of the excise tax incurred. See discussion below for further information of the ASR agreements

(b)Excludes $ million of excise tax accrued in 2023 which was paid in 2024

(c)Excludes $ million accrued for estimated excise tax owed as of December 31, 2024

On November 6, 2023, the Company executed Accelerated Share Repurchase agreements to repurchase a total of $ million of NRG's outstanding common stock based on volume-weighted average prices. The Company received shares in the fourth quarter of 2023, which were recorded in treasury stock at fair value based on the volume-weighted average closing prices of $ million, with the remaining $ million recorded in additional paid in capital, representing the value of the forward contracts to purchase additional shares. During the first quarter of 2024, the Company received an additional shares pursuant to the ASR agreements. Upon receipt of the final shares, the Company transferred the $ million from additional paid-in-capital to treasury stock.

Retirement of Treasury Stock

During the years ended December 31, 2024 and 2023, the Company retired shares of treasury stock as detailed below. These retired shares are now included in NRG's pool of authorized but unissued shares.
$ $ Shares retired during the year ended December 31, 2024 $ $

Capped Call Options

During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls"). The Capped Calls each have a strike price of $ per share, subject to certain adjustments, which correspond to the conversion price of the Convertible Senior Notes as of December 31, 2024. The Capped Calls have a cap price of $ per share, subject to certain adjustments, and effectively lock in a conversion premium of $ million on the remaining $ million balance of the Convertible Senior Notes. The options will expire on June 1, 2025 if not exercised. The Capped Calls are separate transactions and not part of the terms of the Convertible Senior Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders' equity. The option price of $ million incurred in connection with the Capped Calls, of which $ million was recorded as a reduction to additional paid-in capital and a $ million loss was recorded to other income, net to account for the change in the value of the Capped

145

shares of % Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock. The net proceeds of $ million, net of issuance costs, were used to partially fund the Vivint Smart Home acquisition.

The Series A Preferred Stock is not convertible into or exchangeable for any other securities or property and has limited voting rights. The Series A Preferred Stock may be redeemed, in whole or in part, on one or more occasions, at the option of the Company at any time after March 15, 2028 ("Series A First Reset Date") and in certain other circumstances prior to the Series A First Reset Date. The Series A Preferred Stock has a liquidation preference of $ per share, plus accumulated but unpaid dividends.

Series A Preferred Stock Dividends

The annual dividend rate on each share of Series A Preferred Stock is % from the Series A Issuance Date to, but excluding the Series A First Reset Date. On and after the Series A First Reset Date, the dividend rate on each share of Series A Preferred Stock shall equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of %), plus a spread of % per annum. Cumulative cash dividends on the Series A Preferred Stock are payable semiannually, in arrears, on each March 15 and September 15, when, as and if declared by the Board of Directors.

In March and September 2024, the Company declared and paid semi-annual dividends of $ per share on its outstanding Series A Preferred Stock, each totaling $ million. In September 2023, the Company declared and paid a semi-annual dividend of $ per share, totaling $ million.

Note 16 —

%$ Midway-Sunset Cogeneration Company % Total equity investments in affiliates$

(a)As of December 31, 2024, the carrying value of NRG's equity method investment was $ million lower than the underlying net assets of the investee. The basis difference is being amortized into net income over the remaining estimated useful lives of the underlying net assets. For the year ended December 31, 2024, the Company recorded $ million of impairment losses on Gladstone. Refer to Note 10, Asset Impairments

Other Equity Investments

Gladstone — Through a joint venture, NRG owns a % interest in Gladstone, a MW coal-fueled power generation facility in Queensland, Australia. The power generation facility is managed by the joint venture participants and the facility is operated by NRG. Operating expenses incurred in connection with the operation of the facility are funded by each of the participants in proportion to their ownership interests. Coal is sourced from local mines in Queensland. NRG and the joint venture participants receive their respective share of revenues directly from the off takers in proportion to the ownership interests in the joint venture. Power generated by the facility is primarily sold to an adjacent aluminum smelter, with excess power sold to the Queensland Government-owned utility under long-term supply contracts. NRG's investment in Gladstone was $ million as of December 31, 2024.

146

$ Current liabilities Net assets$ $

Note 17 —

$()$ Less: Cumulative dividends attributable to Series A Preferred Stock

Income/(Loss) Available to Common Stockholders

$ $()$ Weighted average number of common shares outstanding - basic Income/(Loss) per weighted average common share — basic$ $()$ Diluted income/(loss) per share: Net income/(loss)$ $()$ Less: Cumulative dividends attributable to Series A Preferred Stock Income/(Loss) Available to Common Stockholders$ $()$ Weighted average number of common shares outstanding - basic

Incremental shares attributable to the issuance of equity compensation (treasury stock method)

Incremental shares attributable to the potential share settlement of Convertible Senior Notes (if converted method) Weighted average number of common shares outstanding - diluted Income/(Loss) per weighted average common share — diluted$ $()$

As of December 31, 2024 and 2022, the Company had an insignificant number of outstanding equity instruments that were anti-dilutive and were not included in the computation of the Company’s diluted income per share. As of December 31, 2023, the Company had million of outstanding equity instruments that were anti-dilutive and were not included in the computation of the Company’s diluted loss per share.

147

Note 18 —

$ $ $ $ $()$ Operating Expenses () Depreciation and amortization Impairment losses Total operating cost and expenses () (Loss)/gain on sale of assets() Operating income/(loss) () Equity in earnings of unconsolidated affiliates Impairment losses on investments () ()Other income, net () () Loss on debt extinguishment () ()Interest expense () ()Income/(loss) before income taxes () Income tax expense Net income/(loss) $ $ $ $ $()$ $ Balance sheetEquity investments in affiliates$ $ $ $ $ $ $ Capital expenditures Goodwill Total assets$ $ $ $ $ $()$ $ $ $ $— $— $

148

$ $ $ $ $()$ Operating Expenses () Depreciation and amortization Impairment losses Total operating cost and expenses () Gain on sale of assets Operating income/(loss) ()() () Equity in earnings of unconsolidated affiliates Impairment losses on investments () ()Other income, net () () Gain on debt extinguishment Interest expense () ()Income/(loss) before income taxes ()() () ()Income tax benefit () ()Net income/(loss) $ $()$()$ $()$ $()Balance sheetEquity investments in affiliates$ $ $ $ $ $ $ Capital expenditures Goodwill

Total assets(c)

$ $ $ $ $ $()$

(a) Includes results of operations following the acquisition date of March 10, 2023

(b) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

—

149

$ $ $ $ $ Operating Expenses Depreciation and amortization Impairment losses Total operating cost and expenses Gain/(loss) on sale of assets () Operating income () Equity in (losses)/earnings of unconsolidated affiliates() Other income, net Interest expense () ()Income/(loss) before income taxes () Income tax expense Net income/(loss)$ $ $ $()$ $

(a) Inter-segment sales and inter-segment net derivative gains and losses included in revenues

()

—

()

Note 19 —

$ $ State Foreign () Total — current Deferred U.S. Federal State()() Foreign()() Total — deferred () Total income tax expense/(benefit)$ $()$ Effective income tax rate % % %

The IRA enacted on August 16, 2022, introduced new provisions including a 15% corporate alternative minimum tax and a 1% excise tax on net share repurchases with both taxes effective beginning in fiscal year 2023 for NRG. On September 12, 2024, Treasury and the IRS released proposed regulations that provide guidance on the application of the CAMT. The proposed regulations allow the exclusion of unrealized mark-to-market gains and losses, related to qualified hedge transactions, from adjusted financial statement income. The Company will continue to evaluate the applicable corporation status and the impact of the CAMT based on the proposed guidance. As of December 31, 2024, NRG as an applicable corporation is subject to the CAMT, and has reflected the impact in its current and deferred taxes. There is no impact on the Company’s provision for income taxes from the CAMT as of December 31, 2024.

150

$ $ Foreign()() Total$ $()$ $()$ Tax at federal statutory tax rate () State taxes () Foreign rate differential () Changes in state valuation allowances() ()Nondeductible loss on Convertible Senior Notes repurchases Permanent differences Stock compensation() Recognition of uncertain tax benefits Deferred impact of state tax rate changes() Foreign tax refunds () Return to provision adjustments()() Carbon capture tax credits ()Income tax expense/(benefit)$ $()$ Effective income tax rate % % %

For the year ended December 31, 2024, NRG's effective income tax rate was higher than the federal statutory tax rate of 21% primarily due to permanent differences and state tax expense partially offset by tax benefits from the revaluation of state deferred tax assets, and decrease of certain state valuation allowances.

For the year ended December 31, 2023, NRG's effective income tax rate was lower than the federal statutory tax rate of 21% primarily due to permanent differences and changes in state valuation allowances.

For the year ended December 31, 2022, NRG's effective income tax rate was higher than the federal statutory tax rate of 21% primarily due to state tax expense partially offset by the recognition of carbon capture tax credits.

151

$ State net operating loss carryforwards Foreign net operating loss carryforwards Deferred revenues Difference between book and tax basis of property Federal and state tax credit carryforwards Deferred compensation, accrued vacation and other reserves Interest disallowance carryforward per §163(j) of the Tax Act Pension and other postretirement benefits Allowance for credit losses Equity compensation Federal benefit on state uncertain tax positions Inventory obsolescence U.S. capital loss Other Total deferred tax assets Deferred tax liabilities:Intangibles amortization (excluding goodwill) Derivatives Capitalized contract costs Equity method investments Goodwill Debt discount amortization Emissions allowances Total deferred tax liabilities Total deferred tax assets less deferred tax liabilities Valuation allowance()()Total net deferred tax assets, net of valuation allowance$ $ $ Deferred tax liability()()Net deferred tax asset$ $

The primary drivers for the decrease in the net deferred tax asset from $ billion as of December 31, 2023 to $ billion as of December 31, 2024 is due to utilization of net operating losses, partially offset by the decrease of certain state valuation allowances.

Deferred tax assets and valuation allowance

Net deferred tax balance — As of December 31, 2024 and 2023, NRG recorded a net deferred tax asset, excluding valuation allowance, of $ billion and $ billion, respectively. The Company believes certain state net operating losses may not be realizable under the more-likely-than-not measurement and as such, a valuation allowance was recorded as of December 31, 2024 as discussed below.

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billion and $ million, respectively. In addition, NRG has tax-effected cumulative foreign NOL carryforwards of $ million. The majority of NRG's NOL carryforwards have no expiration date.

Valuation allowance — As of December 31, 2024, the Company's tax-effected valuation allowance was $ million, consisting of state NOL carryforwards and foreign NOL carryforwards. The valuation allowance was recorded based on the assessment of cumulative and forecasted pre-tax book earnings and the future reversal of existing taxable temporary differences.

Taxes Receivable and Payable

As of December 31, 2024, NRG recorded a current federal payable of $ million, a current net state receivable of $ million and a current net foreign receivable of $ million.

Uncertain tax benefits

NRG has identified uncertain tax benefits with after-tax value of $ million and $ million as of December 31, 2024 and 2023, for which NRG has recorded a non-current tax liability of $ million and $ million, respectively. The Company recognizes interest and penalties related to uncertain tax benefits in income tax expense. The Company recognized $ million of interest expense for the year ended December 31, 2024, and $ million for the years ended December 31, 2023 and 2022. As of December 31, 2024 and 2023, NRG had cumulative interest and penalties related to these uncertain tax benefits of $ million and $ million, respectively.

Tax jurisdictions — NRG is subject to examination by taxing authorities for income tax returns filed in the U.S. federal jurisdiction and various state and foreign jurisdictions including operations located in Australia and Canada.

$ Increase due to current year positions Increase due to acquired balance from Vivint Smart Home Settlements, payments and statute closure() Uncertain tax benefits as of December 31$ $

Note 20 —

shares of NRG common stock were authorized for issuance under the NRG LTIP. There were and shares of common stock remaining available for grants under the NRG LTIP as of December 31, 2024 and 2023, respectively. The NRG LTIP is subject to adjustments in the event of reorganization, recapitalization, stock split, reverse stock split, stock dividend, and a combination of shares, merger or similar change in NRG's structure or outstanding shares of common stock. As of December 31, 2024, the outstanding awards under the NRG LTIP include restricted stock units, deferred stock units and relative performance stock units.

153

$ Granted Forfeited() Vested() Non-vested at December 31, 2024

The total fair value of RSUs vested during the years ended December 31, 2024, 2023 and 2022 was $ million, $ million and $ million, respectively. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2024, 2023 and 2022 was $, $ and $, respectively.

Deferred Stock Units

DSUs represent the right of a participant to be paid share of NRG common stock at the end of a deferral period established under the terms of the award. DSUs granted under the NRG LTIP are fully vested at the date of issuance. Fair value of the DSUs, which is based on the closing price of NRG common stock on the date of grant, is recorded as compensation expense in the period of grant.

$ Granted Converted to Common Stock() Outstanding at December 31, 2024

The aggregate intrinsic values for DSUs outstanding as of December 31, 2024, 2023 and 2022 were approximately $ million, $ million and $ million, respectively. The aggregate intrinsic values for DSUs converted to common stock for the years ended December 31, 2024, 2023 and 2022 were $ million, $ million and $ million, respectively. The weighted average grant date fair value of DSUs granted during the years ended December 31, 2024, 2023 and 2022 was $, $ and $, respectively.

Relative Performance Stock Units

RPSUs entitle the recipient to stock upon vesting. The amount of the award is subject to the Company's achievement of certain performance measures over the vesting period. RPSUs are restricted grants where the quantity of shares increases and decreases alongside the Company's Total Shareholder Return ("TSR"), relative to the TSR of the Company's current proxy peer group and the total returns of select indexes, or Peer Group. The peer group consists of the companies that comprise the Standard & Poor’s 500 Index on the first day of the performance period. Each RPSU represents the potential to receive NRG common stock after the completion of the performance period, typically three years of service from the date of grant. The number of shares of NRG common stock to be paid (if any) as of the vesting date for each RPSU will depend on the Company’s percentile rank within the Peer Group. The number of shares of common stock to be paid as of the vesting date for each RPSU is linearly interpolated for TSR performance between the following points: (i) % if ranked below the 25th percentile; (ii) % if ranked at the 25th percentile; (iii) % if ranked at the 55th percentile (or the 65th percentile if the Company's absolute TSR is less than negative %); and (iv) % if ranked at the 75th percentile or above.

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$ Granted Forfeited() Vested() Non-vested at December 31, 2024

The weighted average grant date fair value of RPSUs granted during the years ended December 31, 2024, 2023 and 2022, was $, $ and $, respectively.

The fair value of RPSUs is estimated on the date of grant using a Monte Carlo simulation model and expensed over the service period, which equals the vesting period.

% % %Expected term (in years)Risk free rate % % %

The expected volatility is calculated based on NRG's historical stock price volatility data over the period commensurate with the expected term of the RPSU, which equals the vesting period.

NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint)

Effective March 10, 2023, in connection with the Vivint Smart Home Acquisition, as discussed in Note 4, Acquisitions and Dispositions, NRG assumed the NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint) (formerly known as Vivint Smart Home, Inc. Long-Term Incentive Plan) or Vivint LTIP. In addition to the rollover awards converted as part of the Acquisition, the Vivint LTIP provides for issuances of time-based restricted stock units and performance-based restricted stock units. As of December 31, 2024 and 2023, shares of NRG common stock were authorized for issuance under the Vivint LTIP. There were and shares of common stock remaining available for grants under the Vivint LTIP as of December 31, 2024 and 2023, respectively.

Restricted Stock Units

As of December 31, 2024, RSUs under the Vivint LTIP include RSUs which were granted prior to the Acquisition and were converted into awards that vest as NRG common stock ("Rollover RSUs"). These awards typically had graded vesting schedules beginning on the grant date. The fair value of the Rollover RSUs is based on the fair value of NRG common stock on the Acquisition date after applying the conversion ratio as per the Merger Agreement. The RSUs that were granted following the Acquisition date are typically subject to the same terms as the RSUs under the NRG LTIP.

$ $ Granted following the Acquisition date Forfeited() () Vested() () Non-vested at December 31, 2024

The total fair value of RSUs vested during the years ended December 31, 2024 and 2023 was $ million and $ million, respectively. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2024 and 2023 was $ and $, respectively.

155

$ Granted Forfeited Vested Non-vested at December 31, 2024

There were RPSUs vested during the year ended December 31, 2024 and 2023. The weighted average grant date fair value of RPSUs granted during the years ended December 31, 2024 and 2023 was $ and $, respectively.

Supplemental Information

million, $ million, and $ million for the years ended December 31, 2024, 2023, and 2022, respectively, are reflected as a reduction to additional paid-in capital on the Company's consolidated balance sheets.


					Non-vested Compensation Cost
(In millions, except weighted average data)	Compensation Expense				Unrecognized Total Cost	Weighted Average Recognition Period Remaining (In years)
	Year Ended December 31,				As of December 31,
Award	2024		2023	2022	2024	2024

RSUs under NRG LTIP	$		$	$	$
RSUs under Vivint LTIP
DSUs

RPSUs under NRG LTIP
RPSUs under Vivint LTIP
PRSUs(a)

Total	$		$	$	$
Tax (benefit)/detriment recognized	$	()	$	$

Note 21 —

$ $

Ivanpah(a)

Midway-Sunset

Total

$ $ $

(a)Includes fees under project management agreements with each project company

156

Note 22 —

2026 2027 2028 2029 Thereafter

Total(a)

(a)The year 2025 does not include an additional $ billion of short-term commitments. Increase from 2023 is primarily due to NPNS election for certain existing derivative contracts. For further discussion, see Note 6, Accounting for Derivative Instruments and Hedging Activities

The Company's actual costs may be significantly higher than these estimated minimum unconditional long-term firm commitments with remaining term in excess of one year. For the years ended December 31, 2024, 2023 and 2022, the costs of fuel and purchased energy were $ billion, $ billion and $ billion, respectively.

First Lien Structure

NRG has granted first liens to certain counterparties on a substantial portion of property and assets owned by NRG and the guarantors of its senior debt. NRG uses the first lien structure to reduce the amount of cash collateral and letters of credit that it would otherwise be required to post from time to time to support its obligations under out-of-the-money hedges. To the extent that the underlying hedge positions for a counterparty are out-of-the-money to NRG, the counterparty would have a claim under the first lien program. As of December 31, 2024, all hedges under the first liens were in-the-money on a counterparty aggregate basis.

Contingencies

The Company's material legal proceedings are described below. The Company believes that it has valid defenses to these legal proceedings and intends to defend them vigorously. NRG records accruals for estimated losses from contingencies when information available indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. As applicable, the Company has established an adequate accrual for the applicable legal matters, including regulatory and environmental matters as further discussed in Note 23, Regulatory Matters, and Note 24, Environmental Matters. In addition, legal costs are expensed as incurred. Management has assessed each of the following matters based on current information and made a judgment concerning its potential outcome, considering the nature of the claim, the amount and nature of damages sought, and the probability of success. Unless specified below, the Company is unable to predict the outcome of these legal proceedings or reasonably estimate the scope or amount of any associated costs and potential liabilities. As additional information becomes available, management adjusts its assessment and estimates of such contingencies accordingly. Because litigation is subject to inherent uncertainties and unfavorable rulings or developments, it is possible that the ultimate resolution of the Company's liabilities and contingencies could be at amounts that are different from its currently recorded accruals and that such difference could be material.

In addition to the legal proceedings noted below, NRG and its subsidiaries are party to other litigation or legal proceedings arising in the ordinary course of business. In management's opinion, the disposition of these ordinary course matters will not materially adversely affect NRG's consolidated financial position, results of operations, or cash flows.

Environmental Lawsuits

Sierra club et al. v. Midwest Generation LLC — In 2012, several environmental groups filed a complaint against Midwest Generation with the Illinois Pollution Control Board ("IPCB") alleging violations of environmental law resulting in groundwater contamination. In June 2019, the IPCB found in an interim order that Midwest Generation violated the law because it had improperly handled coal ash at facilities in Illinois and caused or allowed coal ash constituents to impact groundwater. On September 9, 2019, Midwest Generation filed a Motion to Reconsider numerous issues, which the court

157

putative class actions pending against Direct Energy: (1) Holly Newman v. Direct Energy, LP (D. Md Sept 2021) - Direct Energy filed its Motion to Dismiss asserting the ruling in the Brittany Burk v. Direct Energy (S.D. Tex. Feb 2019) preempts the Plaintiff's ability to file suit based on the same facts. The Court denied Direct Energy's motion stating the Court does not have the benefit of all of the facts that were in front of the Burk court to issue a similar ruling. On April 12, 2023, the Court granted Direct Energy’s Motion to Transfer Venue, moving to the case to the Southern District of Texas. The parties are proceeding with written discovery; and (2) Matthew Dickson v. Direct Energy (N.D. Ohio Jan. 2018) - The case was stayed pending the outcome of an appeal to the Sixth Circuit based on the unconstitutionality of the TCPA during the period from 2015-2020. The Sixth Circuit found the TCPA was in effect during that period and remanded the case back to the trial court. Direct Energy refiled its motions along with supplements. On March 25, 2022, the Court granted summary judgment in favor of Direct Energy and dismissed the case. Dickson appealed. The Sixth Circuit found that Dickson has standing and reversed the trial court's dismissal of the case. The matter is back at the trial court. The parties conducted fact and expert discovery and Direct Energy submitted its motion for summary judgment in August 2024.

Sales Practice Lawsuit

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 $ million of compensatory damages and an additional $ million of punitive damages. Vivint Smart Home has fully briefed the appeal and oral argument was conducted on January 28, 2025. While Vivint Smart Home believes the CPI jury verdict is not legally or factually supported and awaits the issuance of the appellate court’s opinion, there can be no assurance that such defense efforts will be successful. This matter was adequately accrued for as of December 31, 2024.

SB IP Holdings LLC (“Skybell”) v. Vivint Smart Home, Inc. — On October 23, 2023, a jury in the U.S. District Court, Eastern District of Texas, Sherman Division, issued a verdict against the Company in favor of Skybell for $ million in damages for patent infringement. The patents that were the basis for the claims made by Skybell were ruled invalid by the U.S. International Trade Commission in November 2021. The Company does not believe the verdict is legally supported and is pursuing appellate remedies along with any other legal options available. At the time of the Vivint Smart Home acquisition, this matter was known and accrued for at the amount that was determined to be probable and reasonably estimable.

Contract Dispute

STP — In July 2023, the partners in STP, CPS and Austin Energy, initiated a lawsuit and filed to intervene in the license transfer application with the NRC, claiming a right of first refusal exists in relation to the proposed sale of NRG South Texas' 44% interest in STP to Constellation. The parties entered into a settlement agreement in May 2024, and the litigation was dismissed. There was no incremental impact to NRG as a result of the settlement.

158

Note 23 —

million and agreed to implement various additional compliance related measures ("Stipulated Order"). The Company is engaged in ongoing discussions with the staff of the FTC regarding the Company’s compliance with the terms of the Stipulated Order. Under the terms of the Stipulated Order, Vivint Smart Home is required to undertake biennial assessments by an independent third-party assessor (the "Assessor"), which reviews Vivint Smart Home’s compliance program and provides a report on Vivint Smart Home’s ongoing compliance with the Stipulated Order. Since its inception until December 31, 2023, Vivint Smart Home has completed its initial assessment and its first biennial assessment as required by the Stipulated Order. In addition, Vivint Smart Home has voluntarily undertaken nine quarterly audits by the appointed Assessor. In all the assessments, Vivint Smart Home received a report from the Assessor with no findings of non-compliance of any kind.

New York State Public Service Commission ("NYSPSC") - Notice of Apparent Violation — The NYSPSC issued an order referred to as the Retail Reset Order in December 2019 that limited ESCO's offers for electric and natural gas to three compliant products: guaranteed savings from the utility default rate, a fixed rate commodity product that is priced at no more than 5% greater than the trailing 12-month average utility supply rate or New York-sourced renewable energy that is at least 50% greater than the prevailing New York Renewable Energy Standard for load serving entities. The order effectively limited ESCO offers to natural gas customers to only the guaranteed savings and capped fixed term compliant products because no equivalent renewable energy product exists for natural gas. NRG took action to comply with the order when it became effective April 16, 2021. On January 8, 2024, the NYSPSC notified of NRG's retail energy suppliers (serving both electricity and natural gas) of alleged non-compliance with New York regulatory requirements. Among other items, the notices allege that the NRG suppliers did not transition existing residential customers to of the compliant products authorized by the NYSPSC following the effective date of the order. NRG responded to the notices in February 2024. The Company believes it has complied with the Retail Reset Order and does not agree with the NYSPSC's assertions made in the notice. The outcome of this process has the potential to negatively impact the retail business in New York.

Note 24 —

159

rules promulgated during the second quarter of 2024. In general, future laws are expected to require the addition of emissions controls or other environmental controls or to impose additional restrictions on the operations of the Company's facilities, which could have a material effect on the Company's consolidated financial position, results of operations, or cash flows. The Company has elected to use a $ million disclosure threshold, as permitted, for environmental proceedings to which the government is a party.

Air

CPP/ACE Rules — The attention in recent years on GHG emissions has resulted in federal and state regulations. In 2019, the EPA promulgated the ACE rule, which rescinded the CPP, which had sought to broadly regulate CO2 emissions from the power sector. The ACE rule required states that have coal-fired EGUs to develop plans to seek heat rate improvements from coal-fired EGUs. On January 19, 2021, the D.C. Circuit vacated the ACE rule (but on February 22, 2021, at the EPA's request, stayed the issuance of the portion of the mandate that would vacate the repeal of the CPP). On June 30, 2022, the U.S. Supreme Court held that the "generation shifting" approach in the CPP exceeded the powers granted to the EPA by Congress. The Court did not address the related issues of whether the EPA may adopt only measures applied at each source. On May 9, 2024, the EPA promulgated a rule that repealed the ACE rule and significantly revised the manner in which new combustion-turbine and existing steam EGU's GHG emissions will be regulated including capturing and storing/sequestering CO2 in some instances. This rule has been challenged by numerous parties in the D.C. Circuit including 27 states with 22 states intervening in support of the rule. The DC Circuit held oral arguments related to this rule in December 2024. On February 5, 2025, the DOJ filed a motion asking the court to hold proceedings in abeyance while the new administration evaluates the rule. The court granted the motion on February 19, 2025.

CSAPR — On March 15, 2023, the EPA signed and released a prepublication version of a final rule that sought to significantly revise the CSAPR to address the good-neighbor obligations of the 2015 ozone NAAQS for 23 states after earlier having disapproved numerous state plans to address the issue. Several states, including Texas, challenged the EPA's disapproval of their state plans. On May 1, 2023, the U.S. Court of Appeals for the Fifth Circuit stayed the EPA's disapproval of Texas' and Louisiana's state plans, which disapprovals are a condition precedent to the EPA imposing its plan on Texas and Louisiana. Several other states are also similarly situated because of similar stays. Nonetheless, on June 5, 2023, the EPA promulgated this rule. On July 31, 2023, the EPA promulgated an interim final rule that addresses the various judicial orders that have stayed several State-Implementation-Plan disapprovals by limiting the effectiveness of certain requirements of the final rule promulgated on June 5, 2023 in Texas and several other states. On June 27, 2024, the U.S. Supreme Court stayed the final rule in the 11 states where the rule had not already been stayed. The Company cannot predict the outcome of the legal challenges to the: (i) various state disapprovals; (ii) the final rule promulgated on June 5, 2023; and (iii) the interim final rule promulgated on July 31, 2023 that seeks to address the judicial orders. The Company anticipates that the new U.S. presidential administration will revisit this rule.

Regional Haze Proposal — In May 2023, the EPA proposed to withdraw the existing Texas Sulfur Dioxide Trading Program and replace it with unit-specific SO2 limits for 12 units in Texas to address requirements to improve visibility at National Parks and Wilderness areas. If finalized as proposed, it would result in more stringent SO2 limits for of the Company's coal-fired units in Texas. The Company cannot predict the outcome of this proposal.

Mercury and Air Toxics Standards (“MATS”) — On May 7, 2024, the EPA promulgated a final rule that amends the MATS rule by, among other things, increasing the stringency of the filterable particulate matter standard at coal-burning units. The deadline for complying with this more stringent standard is 2027. states have challenged this rule in the D.C. Circuit. Accordingly, the outcome of this rulemaking is uncertain. The Company anticipates that the new U.S. presidential administration will revisit this rule.

Water

ELG — In 2015, the EPA revised the ELG for Steam Electric Generating Facilities, which imposed more stringent requirements (as individual permits were renewed) for wastewater streams from FGD, fly ash, bottom ash and flue gas mercury control. On September 18, 2017, the EPA promulgated a final rule that, among other things, postponed the compliance dates to preserve the status quo for FGD wastewater and bottom ash transport water by two years to November 2020 until the EPA amended the rule. On October 13, 2020, the EPA amended the 2015 ELG rule by: (i) altering the stringency of certain limits for FGD wastewater; (ii) relaxing the zero-discharge requirement for bottom ash transport water; and (iii) changing several deadlines. In 2021, NRG informed its regulators that the Company intends to comply with the ELG by ceasing combustion of coal by the end of 2028 at its domestic coal units outside of Texas, and installing appropriate controls by the end of 2025 at its plants that have coal-fired units in Texas. On May 9, 2024, the EPA promulgated a rule that revises the ELG by, among other things, further restricting the discharge of (i) FGD wastewater, (ii) bottom ash transport water, and (iii) combustion residual leachate. The rule was challenged in numerous courts, but the cases have been consolidated in the Eighth Circuit of the U.S. Court of Appeals. The outcome of the legal challenges is uncertain. On February 19, 2025, the DOJ filed a motion asking

160

Note 25 —

$ $ Income taxes paid, net of refunds Non-cash investing and financing activities:Decreases to fixed assets for accrued capital expenditures() ()Excise tax accrued on share repurchases

Note 26 —

$ $ $ $ $ Asset sales guarantee obligations Other guarantees Total guarantees$ $ $ $ $ $

Letters of credit and surety bonds — As of December 31, 2024, NRG and its consolidated subsidiaries were contingently obligated for a total of $ billion under letters of credit and surety bonds. Most of these letters of credit and surety bonds are issued in support of the Company's obligations to perform under commodity agreements and obligations associated with future closure and maintenance of ash sites, as well as for financing or other arrangements. A majority of these letters of credit and surety bonds expire within one year of issuance, and it is typical for the Company to renew them on similar terms.

161

million as of December 31, 2024 and is included in the above table under asset sales guarantee obligations.

Other guarantees — NRG has issued other guarantees of obligations including payments under certain agreements with respect to certain of its unconsolidated subsidiaries, payment or performance by fuel providers and payment or reimbursement of credit support and deposits. The Company does not believe that it will be required to perform under these guarantees.

Other indemnities — Other indemnifications NRG has provided cover operational, tax, litigation and breaches of representations, warranties and covenants. NRG has also indemnified, on a routine basis in the ordinary course of business, consultants or other vendors who have provided services to the Company. NRG's maximum potential exposure under these indemnifications can range from a specified dollar amount to an indeterminate amount, depending on the nature of the transaction. Total maximum potential exposure under these indemnifications is not estimable due to uncertainty as to whether claims will be made or how they will be resolved. NRG does not have any reason to believe that the Company will be required to make any material payments under these indemnity provisions.

Because many of the guarantees and indemnities NRG issues to third parties and affiliates do not limit the amount or duration of its obligations to perform under them, there exists a risk that the Company may have obligations in excess of the amounts described above. For those guarantees and indemnities that do not limit the Company's liability exposure, it may not be able to estimate what the Company's liability would be, until a claim is made for payment or performance, due to the contingent nature of these contracts.

Note 27 —

%$ $()$

Note 28 —

$ Accrued compensation and employee benefits Other Total accrued expenses and other current liabilities$ $

162

$ $ $()

(a)

$ Year Ended December 31, 2023 ()

(a)

Year Ended December 31, 2022 ()

(a)

Income tax valuation allowance, deducted from deferred tax assets

Year Ended December 31, 2024$ $()$ $ $ Year Ended December 31, 2023 Year Ended December 31, 2022 ()()

(a)Represents principally net amounts charged as uncollectible

163

EXHIBIT INDEX

Number

Description

Method of Filing

2.1

Third Amended Joint Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates.

Incorporated herein by reference to Exhibit 2.1 to the Registrant's current report on Form 8-K filed on December 18, 2017.

2.2†^

Purchase and Sale Agreement, dated as of February 6, 2018, by and among NRG Energy, Inc. and NRG Repowering Holdings LLC, and GIP III Zephyr Acquisition Partners, L.P.

Incorporated herein by reference to Exhibit 2.9 to the Registrant's annual report on Form 10-K filed on March 1, 2018.

2.3^

Purchase and Sale Agreement, dated as of February 6, 2018, by and between NRG Energy, Inc., NRG South Central Generating LLC, and Cleco Energy LLC.

Incorporated herein by reference to Exhibit 2.10 to the Registrant's annual report on Form 10-K filed on March 1, 2018.

2.4‡

Purchase and Sale Agreement dated as of February 28, 2021 by and between NRG Energy, Inc., and Generation Bridge Acquisition, LLC, as a Purchaser

Incorporated herein by reference to Exhibit 2.1 to the Registrant's quarterly report on Form 10-Q filed on May 6, 2021.

2.5^

Agreement and Plan of Merger dated as of December 6, 2022, by and among the Company, Merger Sub and Vivint.

Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on December 6, 2022.

2.6

Equity Purchase Agreement, dated May 31, 2023 by and among Constellation Energy Generation, LLC, as Buyer and Texas Genco GP, LLC, Texas Genco LP, LLC, together, Seller.

Incorporated herein by reference to Exhibit 2.1 to the Registrant's current report on Form 8-K filed on June 1, 2023.

2.7

Amendment No.1 to Equity Purchase Agreement dated September 29, 2023 by and among Constellation Energy Generation, LLC. as Buyer and Texas Genco GP, LLC, together, Seller

Incorporated herein by reference to Exhibit 2.7 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

2.8

Amendment No. 2 to Equity Purchase Agreement dated November 1, 2023 by and among Constellation Energy Generation, LLC. as Buyer and Texas Genco GP, LLC, together, Seller

Incorporated herein by reference to Exhibit 2.8 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

2.9

Amendment No. 3 to Equity Purchase Agreement dated November 1, 2023 by and among Constellation Energy Generation, LLC. as Buyer and Texas Genco GP, LLC, together, Seller

Incorporated herein by reference to Exhibit 2.9 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

3.1

Amended and Restated Certificate of Incorporation.

Incorporated herein by reference to Exhibit 3.1 to the Registrant's quarterly report on Form 10-Q filed on May 3, 2012.

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Incorporated herein by reference to Exhibit 3.1 to the Registrant's current report on Form 8-K filed on December 14, 2012.

3.3

Sixth Amended and Restated By-Laws.

Incorporated herein by reference to Exhibit 3.2 to the Registrant's current report on Form 8-K filed on December 2, 2022.

3.4

Series A Preferred Stock Certificate of Designation filed with the Secretary of the State of Delaware on March 9, 2023.

Incorporated herein by reference to Exhibit 3.1 to the Registrant's current report on Form 8-K filed on March 10, 2023.

4.1

Specimen of Certificate representing common stock of NRG Energy, Inc.

Incorporated herein by reference to Exhibit 4.3 to the Registrant's quarterly report on Form 10-Q filed on August 4, 2006.

4.2

Indenture, dated May 24, 2018, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 2.750% Convertible Senior Notes due 2048.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on May 25, 2018.

4.3

Supplemental Indenture (Settlement Elections - 2.750% Convertible Senior Notes due 2048) dated February 22, 2022, among NRG Energy, Inc., each of its guarantor subsidiaries, and Delaware Trust Company as trustee.

Incorporated herein by reference to Exhibit 4.52 to the Registrant's annual report on Form 10-K filed on February 24, 2022.

4.4

Base Indenture, dated May 23, 2016, between NRG Energy, Inc. and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 23, 2016.

4.5

Fourth Supplemental Indenture, dated December 7, 2017, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 5.750% Senior Notes due 2028.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on December 8, 2017.

164

4.6

Fifth Supplemental Indenture, dated May 14, 2019, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form of 5.250% Senior Notes due 2029.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May 16, 2019.

4.7

Base Indenture, dated December 2, 2020, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Secured Notes.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

4.8

Supplemental Indenture, dated December 2, 2020, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 3.375% Senior Notes due 2029 and Form of 3.625% Senior Notes due 2031.

Incorporated herein by reference to Exhibit 4.6 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

4.9

Second Supplemental Indenture, dated August 23, 2021, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 3.875% Senior Notes due 2032.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on August 23, 2021.

4.10

Base Indenture, dated October 30, 2024, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Notes.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on November 1, 2024.

4.11

Supplemental Indenture, dated October 30, 2024, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form 5.75% Senior Note due 2029, Form of 6.00% Senior Notes due 2033 and Form of 6.25% Senior Notes due 2034.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on November 1, 2024.

4.12

Base Indenture, dated May 28, 2019, between NRG Energy, Inc. and Delaware Trust Company, as trustee

Incorporated herein by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 30, 2019.

4.13

Supplemental Indenture, dated May 28, 2019, among NRG Energy, Inc., the guarantors named therein and Delaware Trust Company, as trustee, containing Form 3.750% Senior Secured First Lien Notes due 2024 and Form of 4.450% Senior Secured First Lien Notes due 2029

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on May 30, 2019.

4.14

Base Indenture, dated December 2, 2020, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Un s ecured Notes.

Incorporated herein by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

4.15

Supplemental Indenture, dated December 2, 2020, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 2.000% Senior Secured First Lien Notes due 2025 and Form of 2.450% Senior Secured First Lien Notes due 2027

Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on December 4, 2020.

4.16

Supplemental Indenture, dated March 9, 2023, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form of 7.000% Senior Secured First Lien Notes Due 2033

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on March 10, 2023.

4.17

Base Indenture, dated August 29, 2023, between NRG Energy, Inc. and Deutsche Bank Trust Company Americas, as trustee, pertaining to the Alexander Funding Trust II Pre-Capitalized Trust Securities.

Incorporated herein by reference to Exhibit 4.4 to the Registrant's current report on Form 8-K filed on August 29, 2023.

4.18

Supplemental Indenture, dated August 29, 2023, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, containing Form 7.467% Senior Secured First Lien Notes due 2028.

Incorporated herein by reference to Exhibit 4.5 to the Registrant's current report on Form 8-K filed on August 29, 2023.

4.19

Description of NRG Energy, Inc. securities registered pursuant to section 12 of the Securities Exchange Act of 1934

Incorporated herein by reference to Exhibit 4.15 to the Registrant's Annual Report on Form 10-K, filed on February 27, 2020.

10.1*

The NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan

Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2024.

10.2*

Form of NRG Energy, Inc. Long-Term Incentive Plan Restricted Stock Unit Agreement.

Incorporated herein by reference to Exhibit 10.24 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.3*

Form of NRG Energy, Inc. Long-Term Incentive Plan Deferred Stock Unit Agreement for Directors.

Incorporated herein by reference to Exhibit 10.15 to the Registrant's annual report on Form 10-K filed on March 30, 2005.

165

10.4*

Form of NRG Energy, Inc. Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Officers.

Incorporated herein by reference to Exhibit 10.73 to the Registrant's annual report on Form 10-K filed on March 1, 2018.

10.5*

Form of NRG Energy, Inc. Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Senior Vice Presidents.

Incorporated herein by reference to Exhibit 10.74 to the Registrant's annual report on Form 10-K filed on March 1, 2018.

10.6*

Form of NRG Energy, Inc. Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Executive Vice Presidents

Incorporated herein by reference to Exhibit 10.22 to the Registrant's annual report on Form 10-K filed on February 24, 2022.

10.7*

Form of NRG Energy, Inc. Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Senior Vice Presidents.

Incorporated herein by reference to Exhibit 10.23 to the Registrant's annual report on Form 10-K filed on February 24, 2022.

10.8*

Form of NRG Energy, Inc. Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Senior Vice Presidents.

Incorporated herein by reference to Exhibit 10.23 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.9*

Restricted Stock Unit Agreement, dated December 15, 2023, between NRG Energy, Inc. and Lawrence S. Coben

Incorporated herein by reference to Exhibit 10.25 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.10*

Relative Performance Stock Unit Agreement, dated August 1, 2024, between NRG Energy, Inc. and Lawrence S. Coben

Filed herewith

10.11*

Form of NRG Energy, Inc. Long-Term Incentive Plan Restricted Stock Unit Agreement for Chief Executive Officer

Filed herewith

10.12*

Form of NRG Energy, Inc. Long-Term Incentive Plan Relative Performance Stock Unit Agreement for Chief Executive Officer

Filed herewith

10.13*

NRG Energy, Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) (formerly known as the Vivint Smart Home, Inc. Long-Term Incentive Plan)

Incorporated herein by reference to Exhibit 4.4 to Vivint Smart Home's Post-Effective Amendment on Form S-8 to Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 24, 2020

10.14*

Amendment to NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint)

Incorporated herein by reference to Exhibit 10.1 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2023.

10.15*

Second Amendment to NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint)

Filed herewith.

10.16*

Form of NRG Inc. , 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.2 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.17*

Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Restricted Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.18*

Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Relative Performance Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.29 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.19*

Form of NRG Energy Inc., 2020 Omnibus Incentive Plan (Legacy Vivint) Restricted Stock Unit Agreement and Notice of Grant

Incorporated herein by reference to Exhibit 10.30 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.20*

Second Amended and Restated Annual Incentive Plan for Designated Corporate Officers.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on May 7, 2015.

10.21*

NRG Energy, Inc. Amended and Restated Executive Change-in-Control and General Severance Plan for Tier IA and Tier IIA Executives (Amended and Restated Effective January 1, 2024).

Incorporated herein by reference to Exhibit 10.10 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

10.22*

Amended and Restated Employee Stock Purchase Plan

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on May 2, 2023.

10.23*

Retention letter, dated December 6, 2022, between Vivint Smart Home, Inc. and Rasesh Patel.

Incorporated herein by reference to Exhibit 10.45 to Vivint Smart Home, Inc.'s Annual Report on Form 10-K for the annual period ended December 31, 2022.

10.24*

Amended and Restated Employment Agreement, dated June 20, 2022, between Vivint Smart Home, Inc. and Rasesh Patel

Incorporated by reference to Exhibit 10.5 to Vivint Smart Home, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022

166

10.25*

Employment Agreement, dated August 1, 2024 by and between NRG Energy, Inc. and Lawrence S. Coben

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on August 1, 2024.

10.26

Second Amended and Restated Credit Agreement, dated as of July 9, 2021, among APX Group Holdings, Inc., as Holdings, APX Group, Inc., as the borrower, the guarantors party hereto from time to time, Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer.

Incorporated herein by reference to Exhibit 10.2 to Vivint Smart Home, Inc.'s Current Report on Form 8-K filed on July 12, 2021.

10.27

Amendment No.1 to the Second Amended and Restated Credit Agreement, dated as of June 9, 2023, by and between AXP Group, Inc. as borrower and the Bank of America, N.A., as administrative agent.

Incorporated herein by reference to Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q filed on August 8, 2023.

10.28

Amendment No. 2 to the Second Amended and Restated Credit Agreement, dated as of April 10, 2024, by and between, among others, APX Group, Inc., as borrower, Bank of America, N.A., as administrative agent and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.3 to the Registrant's quarterly report on Form 10-Q filed on May 7, 2024.

10.29

Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of February 14, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee, and included as Exhibit A-2 thereto a clean conformed copy of the Second Amended and Restated Credit Agreement

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on February 15, 2023.

10.30

Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of March 13, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee.

Incorporated herein by reference to Exhibit 4.2 to the Registrant's quarterly report on Form 10-Q filed on May 4, 2023.

10.31

Eighth Amendment to Second Amended and Restated Credit Agreement, dated as of April 16, 2024, by and among NRG Energy, Inc., its subsidiaries party thereto, Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on April 17, 2024.

10.32

Ninth Amendment to Second Amended and Restated Credit Agreement, dated as of April 22, 2024, by and among NRG Energy, Inc., its subsidiaries party thereto, the consenting revolving lender party thereto, and Citicorp North America, Inc., as administrative agent and collateral agent.

Incorporated herein by reference to Exhibit 10.2 to the Registrant's quarterly report on Form 10-Q filed on May 7, 2024.

10.33

Tenth Amendment to Second Amended and Restated Credit Agreement, dated as of October 30, 2024, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on November 1, 2024.

10.34

Eleventh Amendment to Second Amended and Restated Credit Agreement, dated as of October 30, 2024, by and among NRG Energy, Inc., Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders.

Incorporated herein by reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed on November 1, 2024.

10.35

Thirteen Amendment to Second Amended and Restated Credit Agreement, dated as of December 20, 2024, by and among NRG Energy, Inc., AXP Group and Citicorp North America, Inc., as administrative agent.

Filed herewith.

10.36

Receivables Sale Agreement, dated as of September 22, 2020, among the Originators from time to time parties thereto, NRG Retail LLC, as Servicer, and NRG Receivables LLC.

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2020.

10.37

Amendment No. 3 to Receivables Loan and Servicing Agreement, dated as of June 22, 2023, among NRG Retail LLC, as Servicer, NRG Receivables LLC, as Borrower, NRG Energy, Inc., as Performance Guarantor, the Conduit Lenders, Committed Lenders, Facility Agents and LC Issuers party thereto, and Royal Bank of Canada, as administrative Agent, and included as Exhibit A-2 thereto a clean, conformed copy of the Receivables Loan and Servicing Agreement.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on June 27, 2023.

167

10.38

Amendment No. 4 to Receivables Loan and Servicing Agreement, dated as of June 21, 2024, among NRG Retail LLC, as Servicer, NRG Receivables LLC, as Borrower, NRG Energy, Inc., as Performance Guarantor, the Conduit Lenders, Committed Lenders, Facility Agents and LC Issuers party thereto, and Royal Bank of Canada, as administrative Agent, and included as Exhibit A-2 thereto a clean, conformed copy of the Receivables Loan and Servicing Agreement.

Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on June 24, 2024.

10.39

Joinder Agreement, dated as of June 21, 2024, by Direct Energy Services, LLC, as an additional originator and consented to by NRG Receivables LLC, as Borrower, NRG Retail LLC, as Servicer, and Royal Bank of Canada, as administrative agent, to the Receivables Sale Agreement, dated as of September 22, 2020, among the Originators from time to time parties thereto, NRG Retail LLC, as Servicer, and NRG Receivables LLC.

Incorporated herein by reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed on June 24, 2024.

10.40

Facility Agreement, dated August 29, 2023, among NRG Energy, Inc., the guarantors party thereto, Alexander Funding Trust II and Deutsche Bank Trust Company Americas, as the notes trustee

Incorporated herein by reference to Exhibit 4.1 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.41

Letter of Credit Facility Agreement, dated August 29, 2023, among NRG Energy, Inc., the financial institutions from time to time party thereto as letter of credit issuers, and Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent

Incorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.42

Amended and Restated Declaration of Trust of Alexander Funding Trust II, dated August 29, 2023, among NRG Energy, Inc. as depositor and in its own capacity, Deutsche Bank Trust Company Americas, as trustee, and Deutsche Bank Trust Company Delaware, as Delaware trustee

Incorporated herein by reference to Exhibit 4.3 to the Registrant's current report on Form 8-K filed on August 29, 2023.

10.43

Cooperation Agreement, dated as of November 20, 2023, by and among NRG Energy, Inc., Elliott Investment Management L.P., Elliott Associates, L.P., and Elliott International, L.P.

Incorporated herein by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed on November 20, 2023

10.44†

Consent and Indemnity Agreement, dated as of February 6, 2018, by and among NRG Energy, Inc., NRG Repowering Holdings LLC, NRG Yield, Inc., and GIP III Zephyr Acquisition Partners, L.P., and NRG Yield Operating LLC (solely with respect to Sections E.5, E.6 and G.12).

Incorporated herein by reference to Exhibit 10.34 to NRG Yield, Inc.'s Annual Report on Form 10-K filed on March 1, 2018.

19.1

Filed herewith.

21.1

Subsidiaries of NRG Energy, Inc.

Filed herewith.

22.1

List of Guarantor Subsidiaries

Filed herewith.

23.1

Consent of KPMG LLP.

Filed herewith.

24.1

Power of Attorney

Included on signature page

31.1

Rule 13a-14(a)/15d-14(a) certification of Lawrence Coben

Filed herewith.

31.2

Rule 13a-14(a)/15d-14(a) certification of Woo-Sung Chung

Filed herewith.

31.3

Rule 13a-14(a)/15d-14(a) certification of G. Alfred Spencer

Filed herewith.

Section 1350 Certification.

Furnished herewith.

NRG Energy, Inc. Clawback Policy

Incorporated herein by reference to Exhibit 97 to the Registrant's annual report on Form 10-K filed on February 28, 2024.

101 INS

Inline XBRL Instance Document.

The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101 SCH

Inline XBRL Taxonomy Extension Schema.

Filed herewith.

101 CAL

Inline XBRL Taxonomy Extension Calculation Linkbase.

Filed herewith.

101 DEF

Inline XBRL Taxonomy Extension Definition Linkbase.

Filed herewith.

101 LAB

Inline XBRL Taxonomy Extension Label Linkbase.

Filed herewith.

101 PRE

Inline XBRL Taxonomy Extension Presentation Linkbase.

Filed herewith.

104

Cover Page Interactive Data File (the cover page interactive data file does not appear in Exhibit 104 because it's Inline XBRL tags are embedded within the Inline XBRL document).

Filed herewith.

168


*						Exhibit relates to compensation arrangements.
†						Portions of this exhibit have been redacted and are subject to a confidential treatment request filed with the Secretary of the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
^						This filing excludes schedules pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementary to the Securities and Exchange Commission upon request by the Commission.
‡						Portions of this exhibit have been excluded because they are both not material and would likely cause competitive harm to the registrant if publicly disclosed. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Item 16. Form 10-K Summary

None.

169

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			NRG ENERGY, INC. (Registrant)

			By:			/s/ LAWRENCE S. COBEN

						Lawrence S. Coben President and Chief Executive Officer

Date: February 26, 2025

170

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Brian E. Curci and Christine A. Zoino, each or any of them, such person's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to this report on Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as such person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on February 26, 2025.

Signature

Title

Date

/s/ LAWRENCE S. COBEN

President and Chief Executive Officer and

February 26, 2025

Lawrence S. Coben

Director (Principal Executive Officer, Chair of the Board)

/s/ WOO-SUNG CHUNG

Chief Financial Officer

February 26, 2025

Woo-Sung Chung

(Principal Financial Officer)

/s/ G. ALFRED SPENCER

Chief Accounting Officer

February 26, 2025

G. Alfred Spencer

(Principal Accounting Officer)

/s/ E. SPENCER ABRAHAM

Director

February 26, 2025

E. Spencer Abraham

/s/ ANTONIO CARRILLO

Director

February 26, 2025

Antonio Carrillo

/s/ MATTHEW CARTER, JR.

Director

February 26, 2025

Matthew Carter, Jr.

/s/ HEATHER COX

Director

February 26, 2025

Heather Cox

/s/ ELISABETH B. DONOHUE

Director

February 26, 2025

Elisabeth B. Donohue

/s/ MARWAN FAWAZ

Director

February 26, 2025

Marwan Fawaz

/s/ KEVIN HOWELL

Director

February 26, 2025

Kevin Howell

/s/ ALEX POURBAIX

Director

February 26, 2025

Alex Pourbaix

/s/ ALEXANDRA PRUNER

Director

February 26, 2025

Alexandra Pruner

/s/ MARCIE C. ZLOTNIK

Director

February 26, 2025

Marcie C. Zlotnik

171

NRG ENERGY, INC. - Annual Report: 2024 (Form 10-K)

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