{"url_path":"/sec/nrg/8-k/2026-01-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-30","source_url":"https://www.sec.gov/Archives/edgar/data/1013871/0001104659-26-008567-index.html","accession_number":"0001104659-26-008567","cik":"0001013871","ticker":"NRG","issuer_name":"NRG ENERGY, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1013871/0001104659-26-008567-index.html","primary_entity_key":"0001013871","primary_entity_name":"NRG ENERGY, INC."},"word_count":908,"has_tables":true,"body_markdown":"**Item 1.01.**\n**Entry into a Material Definitive Agreement.**\n\n \n\n*The information set forth in the Introductory\nNote of this Current Report on Form 8-K is incorporated herein by reference into this Item 1.01.*\n\n* *\n\n*Registration Rights Agreement*\n\n \n\nOn the Closing Date, the\nCompany entered into a registration rights agreement (the “Registration Rights Agreement”) with the Sellers, who received\nStock Consideration (as defined below) in the Transaction (each such Seller, a “Selling Stockholder”), pursuant to which\nthe Sellers will have certain customary “piggy-back” and shelf registration rights relating to the shares of the Company’s\ncommon stock comprising the Stock Consideration received by such Sellers as a result of the Transaction.\n\n \n\nPursuant to the Registration\nRights Agreement, the Company is required (subject to certain conditions and exceptions) to prepare and file with the U.S. Securities\nand Exchange Commission (the “SEC”) a registration statement on Form S-3 for the resale of the shares of the Company’s\ncommon stock comprising the Stock Consideration received by the Sellers as a result of the Transaction.\n\n \n\nThe shares of Company common\nstock received by the Selling Stockholders in the Transaction are subject to a lock-up period beginning\non the Closing Date and ending on the date that is six (6) months after the Closing Date (July 30, 2026). During the lock-up period, the Selling Stockholders may not transfer their shares, subject to certain exceptions set forth in the\nRegistration Rights Agreement.\n\n \n\nThe foregoing description\nof the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration\nRights Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.\n\n \n\n*Voting Agreement*\n\n* *\n\nOn the Closing Date, in connection\nwith the Selling Stockholders’ receipt of the Stock Consideration in the Transaction, the Selling Stockholders entered into a voting\ntrust agreement with Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), to limit certain voting rights of\nthe Selling Stockholders with respect to their common stock to an aggregate level below ten percent (10%) of the Company’s total\noutstanding common stock in order to address certain requirements under the Federal Energy Regulation Commission’s rules and regulations\nand related order approving the Transaction.\n\n \n\n \n\n \n\n \n\n*Lightning Notes*\n\n \n\nOn the Closing Date, Lightning\n(an indirect, wholly-owned subsidiary of the Company as of such date) remained the issuer of $1,500 million aggregate principal amount\nof 7.250% Senior Secured Notes due 2032 (the “Lightning Notes”) issued pursuant to an indenture, dated August 16, 2024 (the\n“Lightning Indenture”), by and among Lightning, Lightning’s subsidiaries that are guarantors from time to time party\nthereto, and U.S. Bank Trust Company, National Association, in its capacities as trustee and collateral trustee.\n\n \n\nThe Lightning Notes accrue\ninterest at a rate of 7.250% per annum, payable semi-annually on February 15 and August 15 of each year. The Lightning Notes mature on\nAugust 15, 2032. At any time prior to August 15, 2027, Lightning may redeem all or a part of the Lightning Notes, at a redemption price\nequal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to the redemption date, plus a premium.\nIn addition, on or after August 15, 2027, Lightning may redeem all or part of the Lightning Notes at the redemption prices expressed\nas percentages of principal amount as set forth in the following table, plus accrued and unpaid interest on the notes redeemed up to\nthe redemption date:\n\n \n\nRedemption Period \nRedemption\nPercentage \n\nAugust 15, 2027 to August 14, 2028 \n 103.6250%\n\nAugust 15, 2028 to August 14, 2029 \n 101.8125%\n\nAugust 15, 2029 and thereafter \n 100.0000%\n\n \n\nSubject to certain qualifications\nand exceptions, the Lightning Indenture, among other things, limits Lightning’s ability and the ability of Lightning’s restricted\nsubsidiaries to incur or guarantee additional indebtedness; create or incur liens; make certain restricted payments; and consolidate,\nmerge or transfer all or substantially all of Lightning’s and its subsidiaries’ assets on a consolidated basis.\n\n \n\nThe foregoing description\nof the Lightning Indenture and the Lightning Notes does not purport to be complete and is qualified in its entirety by reference to the\nLightning Indenture and the Lightning Notes, a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference.\n\n \n\n*Lightning Credit Facility*\n\n \n\nOn the Closing Date, Lightning\n(an indirect, wholly-owned subsidiary of the Company as of such date) remains party to a credit agreement (the “Lightning Credit\nAgreement”) with Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent and various lenders and issuing\nbanks from time to time party thereto. The Lightning Credit Agreement consists of a term loan in an original aggregate principal amount\nof $1.75 billion (the “Lightning Term Loan”) and revolving loan facility of $600 million (the “Lightning Revolving\nFacility”). The maturity date of the Lightning Term Loan and the Lightning Revolving Facility is August 16, 2031, and August 16,\n2029, respectively. Interest on the Lightning Term Loan accrues at a rate per annum equal to the SOFR rate plus a margin of 2.25%, subject\nto leverage-based margin step-downs. Interest on revolving credit borrowings under the Lightning Revolving Facility accrues at a rate\nper annum equal to the SOFR rate plus a margin of 2.00%, subject to leverage-based margin step-downs.\n\n \n\nThe foregoing description\nof the Lightning Credit Agreement does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to\nCredit Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference."}