NRG ENERGY, INC. files 8-K: entry into a material agreement

Item 1.01 Entry into a Material Definitive Agreement

November 9, 2026, NRG Energy, Inc., a Delaware corporation (the “ Company ”), entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”), by and between the Company and Orbit Acquisition Holdco, LLC, a Delaware limited liability company and an affiliate of LS Power Equity Advisors, LLC (“ Buyer ”). Subject to the terms and conditions of the Purchase Agreement, the Company has agreed to cause certain of its subsidiaries to sell to Buyer all of the issued and outstanding equity interests in (i) Linebacker Power Funding, LLC, a Delaware limited liability company, (ii) Jack County Power Development, LLC, a Delaware limited liability company, (iii) Ravenswood Operations, LLC, a New York limited liability company, (iv) Ravenswood Services, LLC, a New York limited liability company, (v) Ravenswood Holdings, LLC, a Delaware limited liability company, (vi) Ravenswood Unit 40, LLC, a New York limited liability company, (vii) Ocean State Power, LLC, a Rhode Island limited liability company, (viii) Wallingford Energy, LLC, a Connecticut limited liability company, and (ix) Rise Development, LLC, a Delaware limited liability company (collectively, together with their respective direct and indirect subsidiaries, the “ Acquired Companies ”).

The acquisition of the equity interests, together with the other transactions contemplated by the Purchase Agreement, is referred to herein as the “ Transaction .”

Subject to the terms and conditions of the Purchase Agreement, the aggregate purchase price for the Transaction will consist of $4.0 billion in cash, subject to net working capital and other adjustments set forth in the Purchase Agreement.

The Purchase Agreement contains representations and warranties customary for transactions of this type. The parties have agreed to various customary covenants and agreements, including, among others, an agreement by the Company to cause the Acquired Companies to conduct their businesses in the ordinary course of business in all material respects during the period between the execution of the Purchase Agreement and the closing of the Transaction (the “ Closing ”).

In addition, the Company, solely with respect to the Acquired Companies, has agreed to certain limitations on the operation of their respective businesses during such period, as set forth more fully in the Purchase Agreement.

Subject to the terms and limitations set forth in the Purchase Agreement, Buyer has agreed to take, and to cause certain of its affiliates to take, all actions necessary to obtain the required governmental approvals as promptly as practicable and in any event before May 9, 2027 (as such date may be extended pursuant to the Purchase Agreement, the “ End Date ”).

Consummation of the Transaction is subject to customary closing conditions, including (i) the absence of any law or order that restrains, enjoins or otherwise prohibits the consummation of the Transaction, (ii) the expiration or termination of the waiting period and the receipt of other required approvals under the

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the receipt of all necessary approvals, waivers and rulings from the United States Federal Energy Regulatory Commission and the New York State Public Service Commission, and (iv) other customary closing conditions, including the accuracy of each party’s representations and warranties and each party’s compliance with its covenants and agreements contained in the Purchase Agreement (subject in the case of this clause (iv) to certain materiality qualifiers). The Transaction is not subject to a financing condition. The Closing is expected to occur in 2027, subject to, among other things, the satisfaction of the foregoing conditions.

The Purchase Agreement provides customary termination rights to the Company and Buyer, including the right of either party to terminate the Purchase Agreement if (i) a final, non-appealable order prohibits consummation of the Transaction; (ii) the other party breaches certain representations, warranties or covenants in a manner that would prevent the satisfaction of a closing condition, subject to applicable cure periods; or (iii) the Transaction has not been consummated by the End Date. The End Date may be automatically extended for up to two successive 90-day periods in certain circumstances, subject to the terms and limitations set forth in the Purchase Agreement.

Buyer will be required to pay the Company a termination fee of $200 million if (i) the Company terminates the Purchase Agreement due to certain breaches by Buyer, subject to applicable cure provisions, including Buyer’s failure to pursue required regulatory remedies; (ii) the Company terminates the Purchase Agreement due to Buyer’s failure to consummate the Transaction when required; or (iii) either party terminates the Purchase Agreement following the End Date when the Company would have been entitled to terminate the Purchase Agreement pursuant to either of the foregoing clauses.

In connection with the Closing, the parties will enter into certain ancillary agreements, including a transition services agreement and other commercial agreements between certain Acquired

Companies and a subsidiary of the Company relating to power and fuel management, natural gas supply and transportation capacity management.

copy of the Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Buyer, the Company or the Acquired Companies. In particular, the representations and warranties contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement as of the specific dates therein, and were solely for the benefit of the parties to the Purchase Agreement. The representations and warranties contained in the Purchase Agreement may be subject to limitations agreed upon by the parties to the Purchase Agreement and are qualified by information in confidential disclosure schedules provided in connection with the signing of the Purchase Agreement.

These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. Additionally, certain representations and warranties in the Purchase Agreement may be subject to a standard of materiality provided for in the Purchase Agreement and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of

Buyer, the Company or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase

Agreement attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated into this Item 1.01 by reference.

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