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Long-term Debt and Finance Leases
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Long-term Debt and Finance Leases Long-term Debt and Finance Leases
Long-term debt and finance leases consisted of the following:
(In millions, except rates)September 30, 2025December 31, 2024Interest rate %
Recourse debt:
Senior Notes, due 2028$821 $821 5.750
Senior Notes, due 2029733 733 5.250
Senior Notes, due 2029500 500 3.375
Senior Notes, due 2029798 798 5.750
Senior Notes, due 20311,030 1,030 3.625
Senior Notes, due 2032480 480 3.875
Senior Notes, due 2033925 925 6.000
Senior Notes, due 2034950 950 6.250
Convertible Senior Notes, due 2048— 232 2.750
Senior Secured First Lien Notes, due 2025500 500 2.000
Senior Secured First Lien Notes, due 2027900 900 2.450
Senior Secured First Lien Notes, due 2029500 500 4.450
Senior Secured First Lien Notes, due 2033740 740 7.000
Term Loan B, due 20312,305 1,317 
SOFR + 1.750
Tax-exempt bonds466 466 
1.250 - 4.750
T.H. Wharton TEF loan, due 2045
177 — 3.000
Cedar Bayou 5 TEF loan, due 2045200 — 3.000
Subtotal recourse debt12,025 10,892 
Finance leases18 14 various
Subtotal long-term debt and finance leases (including current maturities)12,043 10,906 
Less current maturities(777)(996)
Less debt issuance costs(99)(86)
Discounts(12)(12)
Total long-term debt and finance leases$11,155 $9,812 
Recourse Debt
Issuance of Unsecured Notes and Secured Notes
On October 8, 2025, the Company issued $3.65 billion in aggregate principal amount of senior unsecured notes, consisting of (i) $1.25 billion aggregate principal amount of 5.750% senior notes due 2034 (the “2034 Notes”) and (ii) $2.4 billion aggregate principal amount of 6.000% senior notes due 2036 (the “2036 Notes” and, together with the 2034 Notes, the “New Unsecured Notes”). The New Unsecured Notes are senior unsecured obligations of the Company and are guaranteed by its wholly-owned U.S. subsidiaries that guarantee the term loans under the Senior Credit Facility. Interest on the 2034 Notes is paid semi-annually beginning on July 15, 2026 until the maturity date of January 15, 2034. Interest on the 2036 Notes is paid semi-annually beginning on July 15, 2026 until the maturity date of January 15, 2036.
On October 8, 2025, the Company also issued $1.25 billion in aggregate principal amount of senior secured first lien notes, consisting of (i) $625 million aggregate principal amount of 4.734% senior secured first lien notes due 2030 (the “2030 Notes”) and (ii) $625 million aggregate principal amount of 5.407% senior secured first lien notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “New Secured Notes”). The New Secured Notes are senior secured obligations of the Company and are guaranteed by its wholly-owned U.S. subsidiaries that guarantee the term loans under the Senior Credit Facility. The New Secured Notes are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Senior Credit Facility, which collateral consists of a substantial portion of the property and assets owned by the Company and the guarantors. Interest on the 2030 Notes is paid semi-annually beginning on April 15, 2026 until the maturity date of October 15, 2030. Interest on the 2035 Notes is paid semi-annually beginning on April 15, 2026 until the maturity date of October 15, 2035.
The Company intends to use a portion of the net proceeds from the New Unsecured Notes and the New Secured Notes to partially fund the cash portion of the purchase price of the acquisition of the LSP Portfolio. In addition, the Company intends to use a portion of the net proceeds from the 2035 Notes to repay in full its $500 million aggregate principal amount of 2.000%
senior secured notes on the maturity date of December 2, 2025. If the anticipated acquisition of the LSP Portfolio is not consummated on or prior to November 13, 2026 or the Company terminates the purchase agreement relating to the anticipated acquisition of the LSP Portfolio, then the Company will be required to redeem all of the outstanding (1) New Unsecured Notes at a redemption price equal to 100% of the principal amount thereof, and (2) 2030 Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date.
Senior Secured Bridge Facility
In connection with the anticipated acquisition of the LSP Portfolio, the Company entered into a commitment letter for a senior secured bridge facility with certain financial institutions in a principal amount not to exceed $4.4 billion for the purposes of paying a portion of the cash consideration for the anticipated acquisition and related fees and expenses. The Bridge Facility was terminated on October 8, 2025 following the issuance of the New Unsecured Notes and the New Secured Notes.
Senior Credit Facility
Amendment to Term Loan
On July 22, 2025, the Company and APX Group LLC, as borrowers, and certain subsidiaries of the Company, as guarantors, entered into the Fifteenth Amendment to the Second Amended and Restated Credit Agreement (the “Fifteenth Amendment”) with, among others, Citicorp North America, Inc., as administrative agent and as collateral agent (the “Agent”), and certain financial institutions, as lenders, which amended the Company’s Second Amended and Restated Credit Agreement, dated as of June 30, 2016 (the “Credit Agreement”).
The Fifteenth Amendment amended the Credit Agreement by adding a new incremental Term Loan B in an aggregate principal amount of $1.0 billion (the “Incremental Term Loan B Facility” and the loans thereunder, the “Incremental Term Loans”), which Incremental Term Loan B Facility is fungible with the Company’s existing Term Loan B facility (the “Existing Term Loan B Facility”). The terms of the Incremental Term Loans are identical to those applicable to the Company’s Existing Term Loan B Facility.
At the Company’s election, the Incremental Term Loans will bear interest at a rate per annum equal to either: (1) a fluctuating rate equal to the highest of (A) the rate published by the Federal Reserve Bank of New York in effect on such day, plus 0.50%, (B) the rate of interest per annum publicly announced from time to time by The Wall Street Journal as the “Prime Rate” in the United States and (C) a rate of one-month Term SOFR (as defined in the Credit Agreement) plus 1.00%, in each case, plus a margin of 0.75%, or (2) Term SOFR (as defined in the Credit Agreement) (which will not be less than 0.00%) for a one-, three-, six-month or twelve-month interest period (or such other period as agreed to by the Agent and the lenders, as selected by the Company), plus a margin of 1.75%.
The Incremental Term Loan B Facility is guaranteed by each of the Company’s subsidiaries that guarantee the Company’s Revolving Credit Facility and Existing Term Loan B Facility and is secured on a first lien basis by substantially all of the Company’s and such subsidiaries’ assets, in each case, subject to certain customary exceptions and limitations set forth in the Credit Agreement.
The Incremental Term Loan B Facility has a final maturity date of April 16, 2031 and amortizes at a rate of 1.00% per annum in equal quarterly installments (subject to any adjustments to such amortization payments to ensure that such Incremental Term Loan B Facility is fungible for U.S. federal tax purposes with the Company’s Existing Term Loan B Facility).
If an event of default occurs under the Incremental Term Loan B Facility, the entire principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.
The Incremental Term Loan B Facility also provides for customary asset sale mandatory prepayments, reporting covenants and negative covenants governing dividends, investments, indebtedness, and other matters that are customary for similar term loan “B” facilities.
Revolving Credit Facility
On May 27, 2025, the Company, as borrower, and certain of its subsidiaries, as guarantors, entered into the Fourteenth Amendment to the Credit Agreement in order to (i) increase the commitments under the Revolving Credit Facility by $390 million (the “Incremental Commitments”) to an aggregate amount equal to $4.6 billion and (ii) make certain other amendments to the Credit Agreement. The terms of the Incremental Commitments (including pricing) are identical to those applicable to, and constitute the same class as the existing commitments under, the Revolving Credit Facility.
2048 Convertible Senior Notes
Convertible Senior Notes Redemption
On May 15, 2025, the Company issued a notice of redemption for the Convertible Senior Notes. On July 8, 2025 (the “Redemption Date”), the Company used cash on hand to redeem $12 million in aggregate principal amount of the Convertible Senior Notes, at a redemption price equal to 100.000%. The holders of the remaining outstanding Convertible Senior Notes elected to convert their Convertible Senior Notes prior to the Redemption Date and received $220 million in cash with respect to the remaining principal amount of the Convertible Senior Notes and a total of 3,986,335 shares for the conversion premium.
During the nine months ended September 30, 2024, the Company repurchased $343 million in aggregate principal of the Convertible Senior Notes using cash of $603 million, which resulted in a $260 million loss on debt extinguishment for the period.
The following table details the interest expense recorded in connection with the Convertible Senior Notes:
Three months ended September 30,Nine months ended September 30,
(In millions, except percentages)2025202420252024
Contractual interest expense$— $1 $3 $7 
Amortization of deferred finance costs— — — 1 
Total$— $1 $3 $8 
Effective interest rate0.00%0.76%1.62%2.31%
Capped Call Options
During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls”) to effectively lock in a conversion premium of $257 million on the remaining $232 million in aggregate principal amount of the Convertible Senior Notes. In the second quarter of 2025, the expiration date of the options was extended from June 1, 2025 to July 8, 2025. The Capped Calls were exercised and settled on July 8, 2025 in connection with the redemption of the Convertible Senior Notes. For further discussion, see Note 9, Changes in Capital Structure.
Receivables Securitization Facilities
On June 20, 2025, NRG Receivables amended its existing Receivables Facility to extend the scheduled termination date to June 18, 2026.
Texas Development Priorities
On July 31, 2025, NRG THW GT LLC, a wholly-owned subsidiary of the Company, entered into a $216 million loan agreement with the PUCT under the TEF (the “First TEF loan”) to support the development of T.H. Wharton, which is currently under construction. The Company signed an Equity Contribution Agreement and Guaranty with respect to the First TEF Loan. The loan bears interest at a fixed rate of 3.000% per annum and has a final maturity date of July 31, 2045. As of October 31, 2025, $178 million of disbursements for the First TEF loan have occurred.
On September 26, 2025, NRG Cedar Bayou 5 LLC, a wholly-owned subsidiary of the Company, entered into a $562 million loan agreement with the PUCT under the TEF (the “Second TEF loan”) to support the development of Cedar Bayou 5, which is currently under construction. The Company signed an Equity Contribution Agreement and Guaranty with respect to the Second TEF Loan. The loan bears interest at a fixed rate of 3.000% per annum and has a final maturity date of September 26, 2045. As of October 31, 2025, $230 million of disbursements for the Second TEF loan have occurred.
Indian River Bonds
On October 23, 2025, the Company remarketed $57 million aggregate principal amount of NRG Indian River 2020 4.000% tax-exempt refinancing bonds due 2040 (the “IR 2040 Bonds”) and $190 million aggregate principal amount of NRG Indian River Power 2020 4.000% tax-exempt refinancing bonds due 2045 (the “IR 2045 Bonds”) (together the “IR Bonds”). The IR Bonds are guaranteed on a first priority basis by each of the Company's current and future subsidiaries that guarantee indebtedness under the Revolving Credit Facility. The IR Bonds are secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under the Revolving Credit Facility, which consists of a substantial portion of the property and assets owned by the Company and the guarantors. The collateral securing the IR Bonds will, at the request of the Company, be released if the Company satisfies certain conditions, including receipt of an investment grade rating on its senior, unsecured debt securities from two out of the three rating agencies, subject to reversion if those rating agencies withdraw their investment grade rating of the IR Bonds or any of the Company's senior, unsecured debt securities or downgrade such ratings below investment grade. The IR Bonds were remarketed at a coupon of 4.000% and are subject to mandatory
tender and purchase on October 1, 2035 and have final maturity dates of October 1, 2040 for the IR 2040 Bonds and October 1, 2045 for the IR 2045 Bonds.