NRG: Material agreement

Item 1.01 Entry into a Material Definitive Agreement On 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 tran