{"url_path":"/sec/nrg/8-k/2026-02-02/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 **","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-02-02","source_url":"https://www.sec.gov/Archives/edgar/data/1013871/0001104659-26-009194-index.html","accession_number":"0001104659-26-009194","cik":"0001013871","ticker":"NRG","issuer_name":"NRG ENERGY, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1013871/0001104659-26-009194-index.html","primary_entity_key":"0001013871","primary_entity_name":"NRG ENERGY, INC."},"word_count":1077,"has_tables":true,"body_markdown":"**Item 9.01.**\n**Financial Statements and Exhibits.**\n\n \n\n**(a) Financial Statements of Business Acquired**\n\n \n\n1.audited consolidated financial statements of Lightning Power, LLC and its subsidiaries as of December\n31, 2024 and for the period August 9, 2024 to December 31, 2024 and the related notes, which are included as Exhibit 99.1 and incorporated\nby reference herein;\n\n2.unaudited condensed consolidated financial statements of Lightning Power, LLC and its subsidiaries as\nof September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024 and the related notes,\nwhich are included as Exhibit 99.2 and incorporated by reference herein;\n\n3.audited combined financial statements of Fund III Projects for the period January 1, 2024 to August 8,\n2024, and the year ended December 31, 2023 and the related notes, which are included as Exhibit 99.3 and incorporated by reference herein;\n\n4.audited consolidated financial statements of Gridiron Intermediate Holdings, LLC and its subsidiaries\nfor the period January 1, 2024 to August 8, 2024, and the year ended December 31, 2023 and the related notes, which are included as Exhibit\n99.4 and incorporated by reference herein;\n\n5.audited consolidated financial statements of Linebacker Power Funding, LLC and its subsidiaries as of\nthe years ended December 31, 2024 and 2023 and for the year ended December 31, 2024 and the period of June 12, 2023 to December 31, 2023\nand the related notes, which are included as Exhibit 99.5 and incorporated by reference herein;\n\n6.unaudited condensed consolidated financial statements of Linebacker Power Funding, LLC and its subsidiaries\nas of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024 and the related notes,\nwhich are included as Exhibit 99.6 and incorporated by reference herein;\n\n7.audited consolidated financial statements of CCS Power Finance Co, LLC as of and for the fiscal years\nended December 31, 2024 and 2023 and the related notes, which are included as Exhibit 99.7 and incorporated by reference herein; and\n\n8.unaudited condensed consolidated financial statements of CCS Power Finance Co, LLC as of September 30,\n2025 and December 31, 2024 and for the three and nine months periods ended September 30, 2025 and 2024 and the related notes, which are\nincluded as Exhibit 99.8 and incorporated by reference herein. \n\n \n\n**(b) Pro Forma Financial Information**\n\n \n\nThe unaudited pro forma combined\nfinancial information of the Company giving effect to the Transaction and the Rockland Acquisition, which includes the unaudited pro forma\ncombined balance sheet as of September 30, 2025 and the unaudited pro forma combined statements of operations for the year ended December\n31, 2024 and the nine months ended September 30, 2025, which are filed as Exhibit 99.9 and incorporated by reference herein.\n\n \n\n \n\n \n\n \n\n**(d) Exhibits**\n\n \n\nExhibit\n\nNo.\n \nDescription\n\n \n \n\n[23.1](tm264311d2_ex23-1.htm)\n \n[Consent of KPMG LLP, independent auditors of Lightning Power, LLC.](tm264311d2_ex23-1.htm)\n\n \n \n \n\n[23.2](tm264311d2_ex23-2.htm)\n \n[Consent of KPMG LLP, independent auditors of Fund III Projects.](tm264311d2_ex23-2.htm)\n\n \n \n \n\n[23.3](tm264311d2_ex23-3.htm)\n \n[Consent of KPMG LLP, independent auditors of Gridiron Intermediate Holdings, LLC.](tm264311d2_ex23-3.htm)\n\n \n \n \n\n[23.4](tm264311d2_ex23-4.htm)\n \n[Consent of KPMG LLP, independent auditors of Linebacker Power Funding, LLC.](tm264311d2_ex23-4.htm)\n\n \n \n \n\n[23.5](tm264311d2_ex23-5.htm)\n \n[Consent of KPMG LLP, independent auditors of CCS Power Finance, LLC.](tm264311d2_ex23-5.htm)\n\n \n \n \n\n[99.1](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-2.htm)\n \n[Audited consolidated financial\nstatements of Lightning Power, LLC and its subsidiaries as of December 31, 2024 and for the period August 9, 2024 to December 31,\n2024 and the related notes thereto (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed\nwith the SEC on September 24, 2025, File No. 001-15891).](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-2.htm)\n\n \n \n \n\n[99.2](tm264311d2_ex99-2.htm)\n \n[Unaudited condensed consolidated\nfinancial statements of Lightning Power, LLC and its subsidiaries as of September 30, 2025 and December 31, 2024 and for the three\nand nine months ended September 30, 2025 and for the period August 9, 2024 to September 30, 2024 and the related notes thereto.](tm264311d2_ex99-2.htm)\n\n \n \n \n\n[99.3](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-4.htm)\n \n[Audited combined financial\nstatements of Fund III Projects for the period January 1, 2024 to August 8, 2024, and the year ended December 31, 2023 and the related\nnotes thereto (incorporated by reference to Exhibit 99.4 to the Company’s Current Report\non Form 8-K filed with the SEC on September 24, 2025, File No. 001-15891).](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-4.htm)\n\n \n \n \n\n[99.4](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-6.htm)\n \n[Audited consolidated financial\nstatements of Gridiron Intermediate Holdings, LLC and its subsidiaries for the period January 1, 2024 to August 8, 2024, and the\nyear ended December 31, 2023 and the related notes thereto (incorporated by reference to Exhibit\n99.6 to the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2025, File No. 001-15891).](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-6.htm)\n\n \n \n \n\n[99.5](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-8.htm)\n \n[Audited consolidated financial\nstatements of Linebacker Power Funding, LLC and its subsidiaries as of the years ended December 31, 2024 and 2023 and for the year\nended December 31, 2024 and the period of June 12, 2023 to December 31, 2023 and the related notes thereto (incorporated\nby reference to Exhibit 99.8 to the Company’s Current Report on Form 8-K filed with the SEC on September 24, 2025, File No.\n001-15891).](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-8.htm)\n\n \n \n \n\n[99.6](tm264311d2_ex99-6.htm)\n \n[Unaudited condensed consolidated\nfinancial statements of Linebacker Power Funding, LLC and its subsidiaries as of September 30, 2025 and December 31, 2024 and for\nthe three and nine months ended September 30, 2025 and 2024 and the related notes thereto.](tm264311d2_ex99-6.htm)\n\n \n \n \n\n[99.7](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-10.htm)\n \n[Audited consolidated financial\nstatements of CCS Power Finance Co, LLC as of and for the fiscal years ended December 31, 2024 and 2023 and the related notes thereto\n(incorporated by reference to Exhibit 99.10 to the Company’s Current Report on Form 8-K filed with the SEC on September 24,\n2025, File No. 001-15891).](https://www.sec.gov/Archives/edgar/data/1013871/000110465925092754/tm2526385d1_ex99-10.htm)\n\n \n \n \n\n[99.8](tm264311d2_ex99-8.htm)\n \n[Unaudited condensed consolidated\nfinancial statements of CCS Power Finance Co, LLC as of September 30, 2025 and December 31, 2024 and for the three and nine months\nperiods ended September 30, 2025 and 2024 and the related notes thereto.](tm264311d2_ex99-8.htm)\n\n \n \n \n\n[99.9](tm264311d2_ex99-9.htm)\n \n[Unaudited pro forma combined\nfinancial information of NRG Energy, Inc. giving effect to the Transaction and the Rockland Acquisition, which includes the unaudited\npro forma combined balance sheet as of September 30, 2025 and the unaudited pro forma combined statements of operations for the year\nended December 31, 2024 and the nine months ended September 30, 2025, and the notes related thereto.](tm264311d2_ex99-9.htm)\n\n \n \n\n104\n \nCover Page Interactive Data File - the cover page XBRL\ntags are embedded within the IXBRL document.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf\nby the undersigned hereunto duly authorized.\n\n \n\nDated: February 2, 2026\n\n \n\n \n**NRG Energy, Inc.**\n\n \n(Registrant)\n\n \n \n \n\n \nBy:\n/s/ Christine A. Zoino\n\n \n \nChristine A. Zoino\n\n \n \nCorporate Secretary"}