On January 30, 2026, NRG completed the acquisition of the LSP Portfolio from LS Power, pursuant to the Purchase Agreement dated as of May 12, 2025. The acquisition doubles NRG’s generation capacity with the addition of 18 natural gas-fired and dual fuel facilities totaling approximately 13 GW. These facilities, located across nine states, expand NRG’s generation footprint in the Northeast and Texas, where most of its load is located. In addition, NRG acquired CPower, a leading demand response platform, which operates in all the country’s deregulated energy markets and has more than 2,000 commercial and industrial customers.

The consideration consisted of 24.25 million shares of NRG common stock and $6.4 billion in cash, plus preliminary working capital and certain other adjustments of $483 million. The Company funded the cash consideration using a portion of the net proceeds from the 5.750% 2034 Senior Notes, the 2036 Senior Notes, Senior Secured First Lien Notes, due 2030 and the Senior Secured First Lien Notes, due 2035 of $4.4 billion and proceeds of $2.5 billion from the Company’s Revolving Credit Facility.


	(In millions)
Cash consideration (inclusive of preliminary working capital and certain other adjustments of $483 million)	$	6,855
Stock consideration: 24,250,000 common shares of NRG, par value $0.01 per share, based on NRG closing share price of $153.72 on January 29, 2026	3,728
Total Preliminary Consideration	$	10,583

Acquisition costs of $3 million and $41 million for the three and six months ended June 30, 2026, respectively, and $23 million for the three and six months ended June 30, 2025, 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 acquired and liabilities assumed provisionally recorded at their estimated fair values on the acquisition date. The initial accounting for the business combination is not complete because the evaluation necessary to assess the fair value of certain net assets acquired is still in process. The provisional amounts are subject to revision until the evaluations are completed to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition closing date.


	(In millions)
Current Assets
Cash and cash equivalents	$	104

Restricted cash	2
Accounts receivable, net	585
Inventory	175
Derivative instruments	715
Cash collateral paid in support of energy risk management activities	184
Prepayments and other current assets	129
Total current assets	1,894
Property, plant and equipment, net	9,717
Other Assets
Operating lease right-of-use assets, net	9
Goodwill(a)(b)	3,802
Customer relationships, net(b)	130
Other intangible assets, net(b)	87
Derivative instruments	335
Deferred income taxes	65
Other non-current assets	32
Total other assets	4,460
Total Assets	$	16,071

Current Liabilities
Current portion of long-term debt and finance leases	$	18
Current portion of operating lease liabilities	1
Accounts payable	617
Derivative instruments	784
Deferred revenue current	6
Accrued expenses and other current liabilities	169
Total current liabilities	1,595


	(In millions)
Other Liabilities
Long-term debt and finance leases	3,311
Non-current operating lease liabilities	24
Derivatives instruments	362
Deferred income taxes	93

Other non-current liabilities	103
Total other liabilities	3,893
Total Liabilities	$	5,488

LSP Portfolio Purchase Price	$	10,583

(a)Goodwill arising from the acquisition of $3.802 billion is attributed to the value of the platform acquired, future customer growth and the expected benefits from combining the operations of the LSP Portfolio with NRG's existing businesses, a majority of which is expected to be deductible for tax purposes. Goodwill was preliminarily allocated to the Texas and East segments of $1.588 billion and $2.214 billion, respectively


(In millions)	(Decrease)/Increase
Assets
Accounts receivable, net	$	(2)
Prepayments and other current assets	6
Property, plant and equipment, net	33
Operating lease right-of-use assets, net	(16)
Goodwill	(64)
Deferred income taxes	34
Total decrease in assets	$	(9)
Liabilities
Accounts payable	$	22
Accrued expenses and other current liabilities	(2)
Deferred income taxes	(23)
Other non-current liabilities	(6)
Total decrease in liabilities	$	(9)
Net change in assets	$	—

The measurement period adjustments to the provisional amounts are primarily attributable to refinement of the underlying assumptions used to estimate the fair value of assets acquired as more information was obtained about facts and circumstances that existed as of the acquisition closing date.

The fair values of the property, plant and equipment were measured using income-based valuation methodologies, which included certain assumptions, such as forecasted future cash flows, discount rates, market prices and asset lives and are classified as Level 3. Property, plant and equipment are depreciated to depreciation and amortization, on a straight-line basis, over the expected useful lives of the assets.

Customer relationships – Customer relationships, reflective of the LSP Portfolio’s customer base, were valued using an excess earning method of the income approach, and is classified as Level 3. Under this approach, the Company estimated the present value of expected future cash flows resulting from existing customer relationships, considering attrition and charges for

contributory assets (such as net working capital, fixed assets, workforce, trade names and technology) utilized in the business, discounted based on the required rate of return on the acquired intangible asset. The customer relationships are amortized to depreciation and amortization, ratably based on discounted future cash flows.

Technology – Developed technology was valued using a relief from royalty method of the income approach, and is classified as Level 3. Under this approach, the fair value was estimated to be the present value of royalties saved which assumed the value of the asset based on discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the asset and instead licensed the asset from another company. The estimated cash flows from the developed technology considered the obsolescence factor and was discounted using a weighted average cost of capital of comparable companies. The developed technology is amortized to depreciation and amortization, ratably based on discounted future cash flows.

Trade name — Trade name was valued using a relief from royalty method of the income approach, and is classified as Level 3. Under this approach, the fair value is estimated to be the present value of royalties saved which assumed the value of the asset based on discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the asset and instead licensed the asset from another company. The estimated cash flows from the trade name considered the expected probable use of the asset and was discounted using a weighted average cost of capital of comparable companies. The trade name is amortized to depreciation and amortization, on a straight line basis, over the expected life of the asset.

The Company acquired $3.2 billion in aggregate principal of LS Power’s 7.250% Senior Secured Notes due 2032, Lightning Term Loan and Lightning Revolving Facility (together, the "Acquired LS Power Debt"), which were recorded at fair value as of the acquisition closing date. The excess of the acquisition date fair value over the principal amount was $100 million, which was recorded as a premium and amortized through interest expense. The 7.250% Senior Secured Notes were subsequently redeemed pursuant to a tender offer. The 7.250% Senior Secured Notes and Lightning Term Loan were classified as Level 2 and measured at fair value using observable market inputs based on interest rates at the acquisition closing date. For additional information, see Note 7, Long-term Debt and Finance Leases.

(a)The revenue reported does not include the effects of hedging, which are managed at the Company’s portfolio level and not separately for the business acquired in the LSP Portfolio acquisition

The following table provides pro forma combined financial information of NRG and LSP Portfolio, after giving effect to the LSP Portfolio acquisition and related financing transactions as if they had occurred on January 1, 2025. The pro forma financial information has been prepared for illustrative and informational purposes only, and is not intended to project future operating results or be indicative of what the Company's financial performance would have been had the transactions occurred on the date acquired.

(iv)Income statement effects of fair value adjustments based on the preliminary purchase price allocation including depreciation of property, plant and equipment, amortization of intangible assets and adjustment to interest expense as a result of recording assumed debt at acquisition date fair value.

(viii)Income tax effect of the acquisition accounting adjustments and financing adjustments based on combined blended federal/state tax rate of 24.81% for all periods presented, and the impact of a one time benefit resulting from the acquisition.

On April 10, 2025, the Company acquired all of the ownership interests of six power generation facilities from Rockland Capital, LLC, adding 738 MW of natural gas-fired assets in Texas to its portfolio for $560 million in cash consideration, less $2 million in working capital adjustments. For additional information, refer to Note 4, Acquisitions and Dispositions, to the Company’s 2025 Form 10-K.