NRG ENERGY, INC. — fact timeline

Glenn Wright was appointed as independent director at NRG ENERGY, INC..

“appointed Glenn Wright to serve as an independent director, effective May 26, 2026”

NRG ENERGY, INC. reported the first quarter ended March 31, 2026 results: net income GAAP Net Income of $125 million, EPS GAAP Earnings per Share (EPS) — basic of $0.52. Guidance reaffirmed.

“for 1 GW by 2035 HOUSTON — May 6, 2026 —NRG Energy, Inc. (NYSE: NRG) today announced financial results for the first quarter ended March 31, 2026, and reports GAAP Net Income of $125 million, GAAP Earnings per Share (EPS) — basic of $0.52, and GAAP Cash Used by Operating Activities of $(169) million. The Company's non-GAAP metrics are Adjusted Net Income of $308”

NRG ENERGY, INC. shareholders approved A stockholder proposal to give shareholders the ability to call for a special shareholder meeting at the 2026-04-30 meeting.

“Proposal 5 - A stockholder proposal to give shareholders the ability to call for a special shareholder meeting. Votes For Votes Against Abstentions Broker Non-Votes 102,919,685 82,121,166 250,959 13,218,017 The foregoing Proposal 5 was approved.”

NRG ENERGY, INC. shareholders approved Approval of the NRG Energy, Inc. 2026 Long-Term Incentive Plan (the "New LTIP") at the 2026-04-30 meeting.

“Proposal 4 - Approval of the NRG Energy, Inc. 2026 Long-Term Incentive Plan (the “New LTIP”). Votes For Votes Against Abstentions Broker Non-Votes 178,246,024 6,777,642 268,144 13,218,017 The foregoing Proposal 4 was approved.”

NRG ENERGY, INC. shareholders approved Ratification of the appointment of KPMG LLP as independent registered public accounting firm at the 2026-04-30 meeting.

“Proposal 3 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year. Votes For Votes Against Abstentions Broker Non-Votes 190,836,342 7,590,890 82,595 N/A The foregoing Proposal 3 was approved.”

NRG ENERGY, INC. shareholders approved Advisory vote on the compensation of the named executive officers at the 2026-04-30 meeting.

“Proposal 2 - Advisory vote on the compensation of the Company’s named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 161,705,353 23,327,618 258,839 13,218,017 The foregoing Proposal 2 was approved.”

NRG ENERGY, INC. shareholders approved Election of ten directors at the 2026-04-30 meeting.

“Proposal 1 - Election of ten directors Name Votes For Votes Against Abstentions Broker Non-Votes Antonio Carrillo 163,979,465 21,221,546 90,799 13,218,017 Matthew Carter, Jr. 161,028,806 24,171,644 91,360 13,218,017 Heather Cox 166,706,579 18,503,117 82,114 13,218,017 Elisabeth B. Donohue 180,570,926 4,640,095 80,789 13,218,017 Marwan Fawaz 180,561,718 4,639,179 90,913 13,218,017 Robert J. Gaudette 181,547,429 3,655,871 88,510 13,218,017 Sanjay Kapoor 181,524,672 3,675,831 91,307 13,218,017 Alexander Pourbaix 166,559,315 18,645,293 87,202 13,218,017 Alexandra Pruner 179,205,784 6,005,552 80,474 13,218,017 Marcie C. Zlotnik 181,485,444 3,725,310 81,056 13,218,017 With respect to the foregoing Proposal 1, all ten directors were elected and each received the affirmative vote of a majority of the votes cast at the Annual Meeting.”

Gaudette was appointed as Chief Executive Officer at NRG ENERGY, INC..

“the Board of Directors of the Company appointed Mr. Gaudette as President of the Company, effective January 6, 2026, and as Chief Executive Officer, effective April 30, 2026.”

NRG ENERGY, INC. incurred senior notes of $1,050 million aggregate principal amount with Citigroup Global Markets Inc., as representative of the several initial purchasers at 5.875% per annum maturing May 15, 2034.

“In addition, on April 28, 2026, the Company sold and issued (1) $1,050 million aggregate principal amount of 5.875% senior notes due 2034 (the “2034 Notes”)”

NRG ENERGY, INC. incurred senior notes of $500 million aggregate principal amount with Citigroup Global Markets Inc., as representative of the several initial purchasers at 4.955% per annum maturing April 30, 2031.

“On April 28, 2026, NRG Energy, Inc., a Delaware corporation (the “Company”), sold and issued $500 million aggregate principal amount of 4.955% senior secured first lien notes due 2031 (the “Secured Notes”) pursuant to the terms of a purchase agreement, dated April 14, 2026, among the Company, the guarantors named therein and Citigroup Global Markets Inc., as representative of the several initial purchasers named therein.”

NRG ENERGY, INC. entered into Sixteenth Amendment to Amended and Restated Credit Agreement with Citicorp North America, Inc., as administrative agent and as collateral agent, and certain financial institutions, as lenders valued at Established a new term loan B facility with borrowings of $900.0 million in aggregate principal amou (effective 2026-04-28).

“On April 28, 2026, the Company, as borrower, and certain subsidiaries of the Company, as guarantors, entered into the Sixteenth Amendment (the “Sixteenth Amendment”) to the Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (the “Credit Agreement”) with, among others, Citicorp North America, Inc., as administrative agent and as collateral agent (the “Agent”), and certain financial institutions, as lenders, which amended the Credit Agreement, in order to (i) establish a new term loan B facility with borrowings of $900.0 million in aggregate principal amount (the “Incremental Term Loan B Facility” and the loans thereunder, the “Incremental Term B Loans”) and (ii) make certain other modifications to the Credit Agreement with respect to implementing the Incremental Term Loan B Facility as set forth therein.”

NRG ENERGY, INC. entered into Senior Notes due 2034 and Senior Notes due 2036 with Citigroup Global Markets Inc., as representative of the several initial purchasers valued at $1,050 million aggregate principal amount of 5.875% senior notes due 2034 and $1,050 million aggrega (effective 2026-04-28).

“on April 28, 2026, the Company sold and issued (1) $1,050 million aggregate principal amount of 5.875% senior notes due 2034 (the “2034 Notes”) and (2) $1,050 million aggregate principal amount of 6.125% senior notes due 2036 (the “2036 Notes” and, together with the 2034 Notes, the “Unsecured Notes” and, collectively with the Secured Notes, the “Notes”) pursuant to the terms of a purchase agreement, dated April 14, 2026, among the Company, the guarantors named therein and Citigroup Global Markets Inc., as representative of the several initial purchasers named therein.”

NRG ENERGY, INC. entered into Senior Secured First Lien Notes due 2031 with Citigroup Global Markets Inc., as representative of the several initial purchasers valued at $500 million aggregate principal amount of 4.955% senior secured first lien notes due 2031 (effective 2026-04-28).

“On April 28, 2026, NRG Energy, Inc., a Delaware corporation (the “Company”), sold and issued $500 million aggregate principal amount of 4.955% senior secured first lien notes due 2031 (the “Secured Notes”) pursuant to the terms of a purchase agreement, dated April 14, 2026, among the Company, the guarantors named therein and Citigroup Global Markets Inc., as representative of the several initial purchasers named therein.”

NRG ENERGY, INC. entered into Underwriting Agreement with Lightning Power Holdings, LLC, Thunder Generation, LLC, and CCS Power Holdings, LLC (collectively, the Selling Stockholders) and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters (effective 2026-03-02).

“On March 2, 2026, NRG Energy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lightning Power Holdings, LLC, Thunder Generation, LLC, and CCS Power Holdings, LLC (collectively, the “Selling Stockholders”) and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”) pursuant to which, among other things, the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, 14,300,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) in a registered public offering (the “Offering”).”

NRG ENERGY, INC. entered into Registration Rights Agreement with the Sellers.

“On the Closing Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Sellers, who received Stock Consideration (as defined below) in the Transaction”

NRG ENERGY, INC. completed an acquisition involving Lightning Power Holdings, LLC, Thunder Generation, LLC, CCS Power Holdings, LLC, Linebacker Power Development Funding, LLC (collectively, the Sellers) for $6.4 billion in cash, 24,250,000 shares of common stock, and assumption of approximately $3.2 billion of debt (closed 2026-01-30).

“became indirect, wholly-owned subsidiaries of the Company. Subject to the terms and conditions of the Purchase Agreement, the purchase price for the Transaction consisted of (i) $6.4 billion in cash, subject to certain adjustments set forth in the Purchase Agreement (the “Cash Consideration”), (ii) an aggregate of 24,250,000 shares of common stock of the Company, par”

NRG ENERGY, INC. incurred senior notes of $2,400 million aggregate principal amount with qualified institutional buyers at 6.000% per annum maturing mature on January 15, 2036.

“also on October 8, 2025, the Company sold and issued (1) $1,250 million aggregate principal amount of 5.750% senior notes due 2034 (the “2034 Notes”) and (2) $2,400 million aggregate principal amount of 6.000% senior notes due 2036 (the “2036 Notes” and, together with the 2034 Notes, the “Unsecured Notes””

NRG ENERGY, INC. incurred senior notes of $1,250 million aggregate principal amount with qualified institutional buyers at 5.750% per annum maturing mature on January 15, 2034.

“also on October 8, 2025, the Company sold and issued (1) $1,250 million aggregate principal amount of 5.750% senior notes due 2034 (the “2034 Notes”) and (2) $2,400 million aggregate principal amount of 6.000% senior notes due 2036 (the “2036 Notes” and, together with the 2034 Notes, the “Unsecured Notes””

NRG ENERGY, INC. incurred senior notes of $625 million aggregate principal amount with qualified institutional buyers at 5.407% per annum maturing mature on October 15, 2035.

“On October 8, 2025, NRG Energy, Inc., a Delaware corporation (the “Company”), sold and issued (1) $625 million aggregate principal amount of 4.734% senior secured first lien notes due 2030 (the “2030 Notes”) and (2) $625 million aggregate principal amount of 5.407% senior secured first lien notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Secured Notes”)”

NRG ENERGY, INC. incurred senior notes of $625 million aggregate principal amount with qualified institutional buyers at 4.734% per annum maturing mature on October 15, 2030.

“On October 8, 2025, NRG Energy, Inc., a Delaware corporation (the “Company”), sold and issued (1) $625 million aggregate principal amount of 4.734% senior secured first lien notes due 2030 (the “2030 Notes”) and (2) $625 million aggregate principal amount of 5.407% senior secured first lien notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Secured Notes”)”

NRG ENERGY, INC. incurred guarantee of guarantee the Borrower’s payment obligations under the Credit Agreement.

“On September 26, 2025, the Company also entered into an equity contribution agreement and guaranty with the Borrower, the Lender, the Agent, and Cedar Bayou 5 Holdings LLC, a Delaware limited liability company, pursuant to which the Company agreed to guarantee the Borrower’s payment obligations under the Credit Agreement.”

NRG ENERGY, INC. incurred credit facility of up to $561,901,530 with Wilmington Trust, National Association, as administrative agent and as collateral agent; Public Utility Commission of Texas, as lender at 3.00% maturing September 26, 2045.

“On September 26, 2025, NRG Cedar Bayou 5 LLC, a Delaware limited liability company (the “Borrower”) and an indirect wholly-owned subsidiary of NRG Energy, Inc. (the “Company”), entered into a credit agreement providing for an aggregate principal amount of up to $561,901,530 (the “Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and as collateral agent (the “Agent”), and the Public Utility Commission of Texas, as lender (the “Lender”).”

NRG ENERGY, INC. incurred term loan of $1,000 million with Citicorp North America, Inc., as administrative agent and as collateral agent at Term SOFR plus a margin of 1.75% maturing April 16, 2031.

“On July 22, 2025, NRG Energy, Inc., a Delaware corporation (the “Company”), as borrower, and certain subsidiaries of the Company, as guarantors, entered into the Fifteenth Amendment to the Second Amended and Restated Credit Agreement (the “Fifteenth Amendment”) with, among others, Citicorp North America, Inc., as administrative agent and as collateral agent (the “Agent”), and certain financial institutions, as lenders, which amended the Company’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (the “Credit Agreement”). The Fifteenth Amendment amended the Credit Agreement by, among other things, adding a new incremental term loan B in an aggregate principal amount of $1,000 million (the “Incremental Term Loan B Facility” and the loans thereunder, the “Incremental Term Loans”), which Incremental Term Loan B Facility is fungible with the Company’s existing term loan B facility (the “Existing Term Loan B Facility”).”

NRG ENERGY, INC.: Stockholders approved amendment and restatement of the certificate of incorporation to eliminate supermajority voting, remove classified board references, and make technical updates (effective 2025-05-01).

“the Company’s stockholders approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Charter”) to (i) eliminate supermajority voting requirements applicable to the Company’s common stock; (ii) remove obsolete references to a classified board and specify the standard for removal of directors in accordance with Delaware law; and (iii) make other technical and administrative updates.”

Rasesh Patel retired as Executive Vice President, NRG Consumer at NRG ENERGY, INC..

“On April 7, 2025, NRG Energy, Inc. (the “Company”) issued a press release announcing that Rasesh Patel, Executive Vice President, NRG Consumer, has notified the Company of his retirement from the Company, effective May 19, 2025.”

Lawrence S. Coben was appointed as President and Chief Executive Officer at NRG ENERGY, INC..

“On August 1, 2024, NRG Energy, Inc. (the “Company”) announced that Lawrence S. Coben, most recently Interim President and Chief Executive Officer of the Company, was appointed President and Chief Executive Officer effective August 1, 2024.”

NRG ENERGY, INC. reported the quarter ended March 31, 2024 results: net income $511 million. Guidance reaffirmed.

“NRG Energy, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2024.”

NRG ENERGY, INC. shareholders approved Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 2024 fiscal year at the 2024-04-25 meeting.

“The foregoing Proposal 3 was approved.”

NRG ENERGY, INC. shareholders approved Advisory vote on the compensation of the Company's named executive officers at the 2024-04-25 meeting.

“The foregoing Proposal 2 was approved.”

NRG ENERGY, INC. shareholders approved Election of thirteen directors at the 2024-04-25 meeting.

“NRG Energy Inc. (the “ Company ”) held its Annual Meeting of Stockholders (the “ Annual Meeting ”) on April 25, 2024.”

NRG ENERGY, INC. amended credit facility of $875.0 million with Citicorp North America, Inc. at Term SOFR plus 2.00% maturing April 16, 2031.

“On April 16, 2024, NRG Energy, Inc. (“ NRG ”), as borrower, and certain subsidiaries of NRG, 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 and as collateral agent (the “ Agent ”), and certain financial institutions, as lenders, which amended NRG’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (the “ Credit Agreement ”), in order to (i) establish a new term loan B facility with borrowings of $875.0 million in aggregate principal amount (the “ Term Loan Facility ” and the loans thereunder, the “ Term Loans ”) and (ii) make certain other modifications to the Credit Agreement as set forth therein.”

NRG ENERGY, INC. incurred term loan of $875.0 million with Citicorp North America, Inc. at Term SOFR plus 2.00% maturing April 16, 2031.

“On April 16, 2024, NRG Energy, Inc. (“ NRG ”), as borrower, and certain subsidiaries of NRG, 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 and as collateral agent (the “ Agent ”), and certain financial institutions, as lenders, which amended NRG’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (the “ Credit Agreement ”), in order to (i) establish a new term loan B facility with borrowings of $875.0 million in aggregate principal amount (the “ Term Loan Facility ” and the loans thereunder, the “ Term Loans ”)”

NRG ENERGY, INC. amended Eighth Amendment to the Second Amended and Restated Credit Agreement with Citicorp North America, Inc. valued at $875.0 million term loan B facility (effective 2024-04-16).

“On April 16, 2024, NRG Energy, Inc. (“ NRG ”), as borrower, and certain subsidiaries of NRG, 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 and as collateral agent (the “ Agent ”), and certain financial institutions, as lenders, which amended NRG’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (the “ Credit Agreement ”), in order to (i) establish a new term loan B facility with borrowings of $875.0 million in aggregate principal amount (the “ Term Loan Facility ” and the loans thereunder, the “ Term Loans ”) and (ii) make certain other modifications to the Credit Agreement as set forth therein.”

Rasesh Patel changed role as Leader of NRG Home business at NRG ENERGY, INC..

“Mr. Rasesh Patel, currently Executive Vice President, Smart Home for the Company, will assume the leadership of the NRG Home business effective immediately.”

Elizabeth Killinger retired as Executive Vice President, NRG Home at NRG ENERGY, INC..

“Elizabeth Killinger, Executive Vice President, NRG Home, has notified the Company of her retirement from the Company.”

NRG ENERGY, INC. reported full year and quarter ended December 31, 2023 results: net income Net Income for the three months ended December 31, 2023 of $482 million and a full year Net Loss of $202 million. Guidance reaffirmed.

“On February 28, 2024 , NRG Energy, Inc. issued a press release announcing its financial results for the full year and quarter ended December 31, 2023.”

Gerald Alfred Spencer was appointed as Senior Vice President and Chief Accounting Officer at NRG ENERGY, INC..

“On November 29, 2023, NRG Energy, Inc. (“NRG” or the “Company”) appointed Gerald Alfred Spencer as Senior Vice President and Chief Accounting Officer of the Company effective December 4, 2023.”

NRG ENERGY, INC. entered into Cooperation Agreement with Elliott Investment Management L.P. and certain of its affiliates (collectively, "Elliott") (effective 2023-11-20).

“On November 20, 2023, NRG Energy, Inc. (“NRG” or the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Elliott Investment Management L.P. and certain of its affiliates (collectively, “Elliott”) regarding the composition of the Company’s Board of Directors”

Kevin Howell was appointed as director at NRG ENERGY, INC..

“provided , however , that Mr. Howell’s appointment to the Board will be effective on the next business day following written notification by Elliott to the Company of Mr. Howell’s eligibility to serve on the Board, and until the effective time of such appointment, Mr. Howell will serve as an observer of the Board.”

Anne Schaumburg was appointed as Lead Independent Director at NRG ENERGY, INC..

“On November 17, 2023, in accordance with the Company’s corporate governance guidelines, the Board appointed Anne Schaumburg to serve as the Company’s lead independent director to serve in this capacity for so long as the Company’s Chair and Chief Executive Officer roles are being held by the same person.”

Lawrence Coben was appointed as interim president and chief executive officer at NRG ENERGY, INC..

“On November 17, 2023, the Board appointed Lawrence Coben, 65, to the position of interim president and chief executive officer (“Interim CEO”), effective immediately.”

Mauricio Gutierrez resigned as Chief Executive Officer and President at NRG ENERGY, INC..

“He succeeds Mauricio Gutierrez, who resigned as the Company’s Chief Executive Officer and President and as a member of the Board, effective November 17, 2023.”

NRG ENERGY, INC. reported the quarter ended September 30, 2023 results: net income $343 million. Guidance raised.

“NRG Energy, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023.”

NRG ENERGY, INC. completed a disposition involving Constellation Energy Generation, LLC for $1,750,000,000 (closed 2023-11-01).

“partnership interests of NRG South Texas, LP for an aggregate base purchase price, payable in United States funds, of one billion and seven hundred fifty million dollars ($1,750,000,000). The Company owns a forty four percent (44%) undivided interest in the nuclear powered generation facility known as the South Texas Project located in Matagorda County, Texas.”

NRG ENERGY, INC. incurred debt of $485.0 million with Deutsche Bank Trust Company Americas, as collateral agent and administrative agent.

“NRG entered into a new facility agreement for the issuance of letters of credit (the “LC Agreement”) and Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”) and administrative agent, pursuant to which certain financial institutions (the “LC Issuers”) are permitted to join with commitments to provide letters of credit in an aggregate amount not to exceed $485.0 million”

NRG ENERGY, INC. incurred senior notes of $500.0 million aggregate principal amount at 7.467% maturing July 31, 2028.

“NRG has the right, from time to time, to issue to the Trust and to require the Trust to purchase from NRG, on one or more occasions (the “Issuance Right”), up to $500.0 million aggregate principal amount of NRG’s 7.467% Senior Secured First Lien Notes due 2028”

NRG ENERGY, INC. entered into Pledge Agreement with Alexander Funding Trust II and Deutsche Bank Trust Company Americas, as Collateral Agent (effective 2023-08-29).

“On August 29, 2023, the Trust entered into a pledge and control agreement (the “Pledge Agreement”), among NRG, the Trust and the Collateral Agent for the LC Issuers, under which the Trust agreed to grant a pledge over the Eligible Treasury Assets in favor of the Collateral Agent for the benefit of the LC Issuers.”

NRG ENERGY, INC. entered into Indenture with Deutsche Bank Trust Company Americas, as Notes Trustee (effective 2023-08-29).

“The Notes that may be sold to the Trust from time to time will be governed by the base indenture, dated August 29, 2023 (the “Base Indenture”), between NRG and the Notes Trustee, as supplemented by the supplemental indenture, dated August 29, 2023 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among NRG, the guarantors named therein and the Notes Trustee.”

NRG ENERGY, INC. entered into LC Agreement with certain financial institutions (the LC Issuers) and Deutsche Bank Trust Company Americas, as collateral agent and administrative agent valued at $485.0 million (effective 2023-08-29).

“On August 29, 2023, NRG entered into a new facility agreement for the issuance of letters of credit (the “LC Agreement”) and Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”) and administrative agent, pursuant to which certain financial institutions (the “LC Issuers”) are permitted to join with commitments to provide letters of credit in an aggregate amount not to exceed $485.0 million to support the operations of NRG and its subsidiaries and minority investments.”

NRG ENERGY, INC. entered into Facility Agreement with Alexander Funding Trust II and Deutsche Bank Trust Company Americas, as notes trustee valued at up to $500.0 million (effective 2023-08-29).

“In connection with the sale of the P-Caps, NRG and the guarantors named therein entered into a facility agreement, dated August 29, 2023 (the “Facility Agreement”), with the Trust and Deutsche Bank Trust Company Americas, as notes trustee (the “Notes Trustee”).”