Common Stock, par value $0.01 NRG

NYSE Texas [Member]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

~~Date of Report (Date of earliest event reported):~~ February 324, 2026

Date of Report (date of earliest event reported)

NRG ENERGY, INC.

(Exact name of registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Delaware

001-15891

41-1724239

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1301 McKinney Street

Houston

Texas

77010

(Address of Principal Executive Offices)

(Zip Code)

~~Delaware~~ (~~State or other jurisdiction of incorporation~~713) ~~001~~537-~~15891~~3000 ~~(Commission File Number) 41-1724239 (IRS Employer Identification No.)~~

~~1301 McKinney~~Registrant's ~~Street,~~telephone ~~Houston~~number, ~~Texas 77010~~including area code

(Address of principal executive offices, including zip code)

(713) 537-3000 (Registrant’s telephone number, including area code)

N/A

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	NRG	New York Stock Exchange
Common Stock, par value $0.01	NRG	NYSE Texas

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01	NRG	New York Stock Exchange
		NYSE Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~☐

OnItem ~~February 3, 2026, the Board of Directors (the “Board”) of NRG Energy, Inc~~2.02 Results ~~(the “Company”), pursuant to the recommendation~~ of ~~the~~Operations ~~Company’s Governance~~ and ~~Nominating~~Financial Committee, appointed Sanjay Kapoor to serve as an independent director, effective immediately, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. Mr. Kapoor was also appointed to serve on the Audit Committee of the Board. There is no arrangement or understanding between Mr. Kapoor and any other person, other than the Company, pursuant to which he was appointed as a director. Mr. Kapoor has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.Condition

~~Mr.~~On ~~Kapoor~~February 24, ~~age 65~~2026, ~~most~~NRG ~~recently served as Executive Vice President and Chief Financial Officer of Spirit AeroSystems~~Energy, Inc., issued a ~~manufacturer~~press ofrelease ~~aerostructures~~announcing ~~for~~its ~~commercial~~financial ~~airplanes~~results ~~and defense~~for ~~platforms,~~the ~~from~~full ~~2013~~year toand ~~2019.~~quarter ~~Prior~~ended toDecember ~~that~~31, Mr2025. A ~~Kapoor~~copy ~~spent~~of ~~more~~the ~~than~~press ~~two~~release ~~decades~~is ~~with~~furnished ~~industry-leading defense~~as ~~and aviation companies Raytheon (2004-2013) and United Technologies (1990-2004), holding senior management positions overseeing significant aerospace and defense-related programs~~Exhibit 99.1 ~~Mr.~~to ~~Kapoor~~this ~~currently~~report ~~serves~~ on ~~the boards of Crane Company, an NYSE~~Form 8-~~listed~~K ~~industrial products company,~~ and ~~SAAB,~~is ~~Inc.,~~hereby aincorporated ~~private~~by ~~defense and security services company~~reference. ~~Mr. Kapoor graduated from the Indian Institute of Technology with a B.A. and the University of Pennsylvania with an M.B.A.~~

~~Effective~~Item ~~as of February 3, 2026, Mr~~9.01 Financial ~~Kapoor~~Statements ~~will~~and ~~participate in the Company’s director compensation program, as described in the Company’s 2025 Proxy Statement, filed with the SEC on March 19, 2025, under the caption “Director Compensation.”~~Exhibits

Exhibits

Item 7.01 Regulation FD


Exhibit Number						Document
99.1						Press Release, dated February 24, 2026.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

On February 4, 2026, the Company issued a press release announcing the matters described in Item 5.02 hereof. A copy of the news release is attached hereto and filed as Exhibit 99.1 and incorporated by reference herein.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Exhibits~~ NRG Energy, Inc.

Exhibit Number		Document
99.1		Press Release, dated February 4, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL)

(Registrant)

2 By: /s/ Christine A. Zoino

~~SIGNATURES~~ Christine A. Zoino

~~Pursuant~~ Corporate ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Secretary

	NRG Energy, Inc.
	(Registrant)
	By:	/s/ Christine A. Zoino
		Christine A. Zoino
		Corporate Secretary
Dated: February 4, 2026

Dated: February 24, 2026

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