NRG 8-K/A
Nrg Energy, Inc. (NRG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
On January 30, 2026, NRG Energy, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial 8-K”) to disclose that it had completed the previously announced transactions contemplated by the Purchase and Sale Agreement, dated May 12, 2025 (the “Purchase Agreement”), by and among the Company, NRG East Generation Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“Lightning Buyer”), NRG Texas LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“Linebacker Buyer”), NRG Demand Response Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“CCS Buyer”), NRG Gas Development Company, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“JCPD Buyer” and, collectively with Lightning Buyer, Linebacker Buyer and CCS Buyer, the “Buyer Entities”), Lightning Power Holdings, LLC, a Delaware limited liability company, Thunder Generation, LLC, a Delaware limited liability company, CCS Power Holdings, LLC, a Delaware limited liability company, and Linebacker Power Development Funding, LLC, a Delaware limited liability company. As a result of the transactions contemplated by the Purchase Agreement, the Buyer Entities acquired all of the issued and outstanding equity interests of Lightning Power, LLC, a Delaware limited liability company (“Lightning”), Linebacker Power Holdings, LLC, a Delaware limited liability company (“Linebacker”), CCS Intermediate HoldCo, LLC, a Delaware limited liability company (“CCS”), and Jack County Power Development, LLC, a Delaware limited liability company (“JCPD” and, collectively with Lightning, Linebacker and CCS and their respective subsidiaries, the “Acquired Companies”). The acquisition of the equity interests, together with the other transactions contemplated by the Purchase Agreement, are referred to herein as the “Transaction.” This Form 8-K/A amends the Initial 8-K to include the historical audited and unaudited financial statements of the Acquired Companies and the pro forma combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Initial 8-K in reliance on the instructions to such items.
| Item 8.01. | Other Events. |
As previously disclosed, on April 10, 2025, the Company acquired all of the ownership interests of six power generation facilities from Rockland Capital, LLC, adding 738 MW of natural gas-fired assets in Texas to its portfolio (the “Rockland Acquisition”). In accordance with Rule 3-05 and Article 11 of Regulation S-X, the Company is providing unaudited pro forma financial information in connection with the Transaction and the Rockland Acquisition.
Forward-Looking Statements
In addition to historical information, the information presented in this Current Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve estimates, expectations, projections, goals, assumptions, known and unknown risks and uncertainties and can typically be identified by terminology such as “may,” “should,” “could,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “expect,” “intend,” “seek,” “plan,” “think,” “anticipate,” “estimate,” “predict,” “target,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements include, but are not limited to, statements about the Transaction, enhancements to the Company’s credit profile, synergies, opportunities, anticipated future financial and operational performance, and the Company’s future revenues, income, indebtedness, capital structure, plans, expectations, objectives, projected financial performance and/or business results and other future events, and views of economic and market conditions.
Although the Company believes that its expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated herein include, among others, general economic conditions, the imposition of tariffs and escalation of international trade disputes (and inflationary impacts resulting therefrom), risks associated with the integration of the Acquired Companies, including potential disruption to ongoing operations and other transition difficulties, the inability of the combined company to realize expected synergies and benefits of integration of the Acquired Companies (or that it takes longer than expected) which may result in the combined company not operating as effectively as expected, hazards customary in the power industry, weather conditions and extreme weather events, competition in wholesale power, gas and smart home markets, the volatility of energy and fuel prices, the volatility in demand for power and gas, customer affordability concerns that may constrain the pricing of the Company’s products and services and limit its ability to recover costs, failure of customers or counterparties to perform under contracts, changes in the wholesale power and gas markets, the failure of the Company’s expectations regarding load growth to materialize, changes in government or market regulations, the Company’s ability to execute its supply strategy, risks related to data privacy, cyberterrorism and inadequate cybersecurity, the loss of data, unanticipated outages at the Company’s generation facilities, operational and reputational risks related to the use of artificial intelligence and the adherence to developing laws and regulations related to the use thereof, the Company’s ability to achieve its net debt targets, adverse results in current and future litigation, complaints, product liability claims and/or adverse publicity, failure to identify, execute or successfully implement acquisitions or asset sales, risks of the smart home and security industry, including risks of and publicity surrounding the sales, customer origination and retention process, the impact of changes in consumer spending patterns, consumer preferences, geopolitical tensions, demographic trends, supply chain disruptions, the Company’s ability to implement value enhancing improvements to plant operations and company wide processes, the Company’s ability to achieve or maintain investment grade credit metrics, the Company’s ability to proceed with projects under development or the inability to complete the construction of such projects on schedule or within budget, the inability to maintain or create successful partnering relationships, the Company’s ability to operate its business efficiently, the Company’s ability to retain customers, the ability to successfully integrate businesses of acquired assets or companies (including the Acquired Companies), the Company’s ability to realize anticipated benefits of transactions (including expected cost savings and other synergies) or the risk that anticipated benefits may take longer to realize than expected, the Company’s ability to execute its capital allocation plan, and the other risks and uncertainties discussed in the Company’s Forms 10-K, 10-Q, and 8-K filed with or furnished to the SEC.
The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors that could cause the Company’s actual results to differ materially from those contemplated in the forward-looking statements included in this Current Report should be considered in connection with information regarding risks and uncertainties that may affect the Company’s future results included in the Company’s filings with the SEC at www.sec.gov.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
| 1. | audited consolidated financial statements of Lightning Power, LLC and its subsidiaries as of December 31, 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 by reference herein; |
| 2. | unaudited condensed consolidated financial statements of Lightning Power, LLC and its subsidiaries as 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, which are included as Exhibit 99.2 and incorporated by reference herein; |
| 3. | audited combined financial statements of Fund III Projects for 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 99.3 and incorporated by reference herein; |
| 4. | audited consolidated financial statements of Gridiron Intermediate Holdings, LLC and its subsidiaries for 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 99.4 and incorporated by reference herein; |
| 5. | audited consolidated financial statements of Linebacker Power Funding, LLC and its subsidiaries as of the 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 and the related notes, which are included as Exhibit 99.5 and incorporated by reference herein; |
| 6. | unaudited condensed consolidated financial statements of Linebacker Power Funding, LLC and its subsidiaries as 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, which are included as Exhibit 99.6 and incorporated by reference herein; |
| 7. | audited consolidated financial statements of CCS Power Finance Co, LLC as of and for the fiscal years ended December 31, 2024 and 2023 and the related notes, which are included as Exhibit 99.7 and incorporated by reference herein; and |
| 8. | unaudited condensed consolidated financial statements of CCS Power Finance Co, LLC as of September 30, 2025 and December 31, 2024 and for the three and nine months periods ended September 30, 2025 and 2024 and the related notes, which are included as Exhibit 99.8 and incorporated by reference herein. |
(b) Pro Forma Financial Information
The unaudited pro forma combined financial information of the Company giving effect to the Transaction and the Rockland Acquisition, which includes the unaudited pro forma combined balance sheet as of September 30, 2025 and the unaudited pro forma combined statements of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025, which are filed as Exhibit 99.9 and incorporated by reference herein.
(d) Exhibits
SIGNATURES
Pursuant 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.
Dated: February 2, 2026
| NRG Energy, Inc. | ||
| (Registrant) | ||
| By: | /s/ Christine A. Zoino | |
| Christine A. Zoino | ||
| Corporate Secretary | ||
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statements No. 333-217595, 333-197882, 333-185501, 333-182379, 333-171318, 333-151992, 333-135973, 333-114007, 333-270479 and 333-273810 on Form S-8 of NRG Energy, Inc. of our report dated May 5, 2025, with respect to the consolidated financial statements of Lightning Power, LLC and subsidiaries, which report appears in the Form 8-K of NRG Energy, Inc.
/s/ KPMG LLP
Philadelphia, Pennsylvania
January 30, 2026
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statements No. 333-217595, 333-197882, 333-185501, 333-182379, 333-171318, 333-151992, 333-135973, 333-114007, 333-270479 and 333-273810 on Form S-8 of NRG Energy, Inc. of our report dated June 27, 2025, with respect to the combined financial statements of Fund III Projects, which report appears in the Form 8-K of NRG Energy, Inc.
/s/ KPMG LLP
Philadelphia, Pennsylvania
January 30, 2026
Exhibit 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statements No. 333-217595, 333-197882, 333-185501, 333-182379, 333-171318, 333-151992, 333-135973, 333-114007, 333-270479 and 333-273810 on Form S-8 of NRG Energy, Inc. of our report dated June 26, 2025, with respect to the consolidated financial statements of Gridiron Intermediate Holdings, LLC and subsidiaries, which report appears in the Form 8-K of NRG Energy, Inc.
/s/ KPMG LLP
Philadelphia, Pennsylvania
January 30, 2026
Exhibit 23.4
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statements No. 333-217595, 333-197882, 333-185501, 333-182379, 333-171318, 333-151992, 333-135973, 333-114007, 333-270479 and 333-273810 on Form S-8 of NRG Energy, Inc. of our report dated June 24, 2025, with respect to the consolidated financial statements of Linebacker Power Funding, LLC and subsidiaries, which report appears in the Form 8-K of NRG Energy, Inc.
/s/ KPMG LLP
Philadelphia, Pennsylvania
January 30, 2026
Exhibit 23.5
Consent of Independent Auditors
We consent to the incorporation by reference in the registration statements No. 333-217595, 333-197882, 333-185501, 333-182379, 333-171318, 333-151992, 333-135973, 333-114007, 333-270479 and 333-273810 on Form S-8 of NRG Energy, Inc. of our report dated May 9, 2025, except for modifications disclosed in Note 1b and Note 14, for which the date is August 14, 2025, with respect to the consolidated financial statements of CCS Power Finance Co, LLC and subsidiaries, which report appears in the Form 8-K of NRG Energy, Inc.
/s/ KPMG LLP
Philadelphia, Pennsylvania
January 30, 2026
Exhibit 99.2
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Financial Statements
As of September 30, 2025 and December 31, 2024,
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
(Unaudited)
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| September
30, 2025 | December
31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Restricted cash | $ | 69,515 | $ | 59,498 | ||||
| Accounts receivable | 131,332 | 103,062 | ||||||
| Accounts receivable - affiliates | 1,253 | 1,253 | ||||||
| Inventory | 127,311 | 122,547 | ||||||
| Prepaid expenses | 24,943 | 28,161 | ||||||
| Assets from risk management activities | 452,271 | 424,369 | ||||||
| Deposits | 30,118 | 26,323 | ||||||
| Other current assets | 24,104 | 14,216 | ||||||
| Total current assets | 860,847 | 779,429 | ||||||
| Property, plant, and equipment | 6,871,453 | 6,855,838 | ||||||
| Accumulated depreciation | (382,220 | ) | (132,209 | ) | ||||
| Property, plant, and equipment, net | 6,489,233 | 6,723,629 | ||||||
| Intangible assets, net | 30,557 | 31,772 | ||||||
| Assets from risk management activities, long term | 416,712 | 671,161 | ||||||
| Operating lease right-of-use assets, net | 26,453 | 27,609 | ||||||
| Goodwill | 127,985 | 127,985 | ||||||
| Other noncurrent assets | 135,907 | 135,907 | ||||||
| Total assets | $ | 8,087,694 | $ | 8,497,492 | ||||
| Liabilities and Member's Equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of long-term debt | $ | 8,357 | $ | 8,474 | ||||
| Accounts payable and accrued expenses | 108,788 | 189,495 | ||||||
| Liabilities from risk management activities | 451,632 | 414,666 | ||||||
| Deferred revenue | 2,992 | 6,243 | ||||||
| Operating lease liabilities | 1,398 | 1,310 | ||||||
| Other current liabilities | 62,831 | 25,310 | ||||||
| Total current liabilities | 635,998 | 645,498 | ||||||
| Long term debt | 3,196,882 | 3,194,168 | ||||||
| Liabilities from risk management activities, long term | 422,027 | 659,818 | ||||||
| Asset retirement obligations | 72,396 | 68,502 | ||||||
| Operating lease liabilities | 25,784 | 26,782 | ||||||
| Other long term liabilities | 6,477 | 12,799 | ||||||
| Total liabilities | 4,359,564 | 4,607,567 | ||||||
| Member's equity | 3,728,130 | 3,889,925 | ||||||
| Total liabilities and member's equity | $ | 8,087,694 | $ | 8,497,492 | ||||
See accompanying notes to the interim condensed consolidated financial statements.
2
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
(Unaudited)
(In thousands)
| Three months ended | Nine months ended | August 9, 2024 to | ||||||||||
| September 30, 2025 | September 30, 2025 | September 30, 2024 | ||||||||||
| Revenues: | ||||||||||||
| Energy and capacity revenues | $ | 686,495 | $ | 1,596,084 | $ | 200,030 | ||||||
| Other revenue | 5,793 | 14,050 | 5,272 | |||||||||
| Gain (Loss) on risk management activities | 20,612 | (10,013 | ) | (32,108 | ) | |||||||
| Total revenues | 712,900 | 1,600,121 | 173,194 | |||||||||
| Operating expenses: | ||||||||||||
| Fuel and transportation | 217,255 | 649,131 | 66,626 | |||||||||
| Loss (Gain) on risk management activities | 28,954 | 38,140 | (28,112 | ) | ||||||||
| Operating and maintenance | 41,264 | 233,431 | 41,259 | |||||||||
| General and administrative | 15,602 | 39,108 | 17,627 | |||||||||
| Depreciation | 83,710 | 251,312 | 27,622 | |||||||||
| Accretion | 1,298 | 3,894 | 670 | |||||||||
| Total operating expenses | 388,083 | 1,215,016 | 125,692 | |||||||||
| Operating income | 324,817 | 385,105 | 47,502 | |||||||||
| Interest expense, net | (58,664 | ) | (178,010 | ) | (65,670 | ) | ||||||
| Other loss, net | (429 | ) | (1,690 | ) | (8,034 | ) | ||||||
| Net Income (loss) | $ | 265,724 | $ | 205,405 | $ | (26,202 | ) | |||||
See accompanying notes to the interim condensed consolidated financial statements.
3
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Member's Equity
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
(Unaudited)
(In thousands)
| Total | ||||
| member's | ||||
| equity | ||||
| Balance at August 9, 2024 | $ | 4,530,636 | ||
| Net loss | (26,202 | ) | ||
| Capital contribution | 9,820 | |||
| Distributions | (517,553 | ) | ||
| Balance at September 30, 2024 | $ | 3,996,701 | ||
| Balance at December 31, 2024 | $ | 3,889,925 | ||
| Net income | 205,405 | |||
| Distributions | (367,200 | ) | ||
| Balance at September 30, 2025 | $ | 3,728,130 | ||
| Balance at June 30, 2025 | $ | 3,726,406 | ||
| Net income | 265,724 | |||
| Distributions | (264,000 | ) | ||
| Balance at September 30, 2025 | $ | 3,728,130 | ||
See accompanying notes to the interim condensed consolidated financial statements.
4
Lightning Power , LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
(Unaudited)
(In thousands)
| Three months ended | Nine months ended | August 9, 2024 to | ||||||||||
| September 30, 2025 | September 30, 2025 | September 30, 2024 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | $ | 265,724 | $ | 205,405 | $ | (26,202 | ) | |||||
| Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||||||||||||
| Loss on debt extinguishment | - | - | 16,478 | |||||||||
| Loss on disposal of assets | 38,032 | 38,032 | - | |||||||||
| Depreciation | 83,710 | 251,312 | 27,622 | |||||||||
| Amortization of intangible assets | 405 | 1,215 | 85 | |||||||||
| Amortization of right-of-use assets | 384 | 1,156 | 207 | |||||||||
| Amortization of deferred financing costs | 2,263 | 6,751 | 1,121 | |||||||||
| Risk management activities | (19,924 | ) | 25,702 | (237,369 | ) | |||||||
| Accretion | 1,298 | 3,894 | 670 | |||||||||
| Gain on insurance proceeds | (25,000 | ) | (25,000 | ) | - | |||||||
| Change in assets and liabilities: | ||||||||||||
| Decrease (increase) in accounts receivable | 36,309 | (28,270 | ) | (614 | ) | |||||||
| Decrease in accounts receivable - affiliate | - | - | 1,528 | |||||||||
| (Increase) decrease in inventory and capital spares | (925 | ) | (4,764 | ) | 23,044 | |||||||
| Decrease (increase) in prepaid expenses | 5,871 | 3,218 | (742 | ) | ||||||||
| Increase in other current assets | (3,372 | ) | (9,888 | ) | (1,885 | ) | ||||||
| Decrease (increase) in deposits | 3,026 | (3,795 | ) | 3,248 | ||||||||
| Decrease in accounts payable and accrued expenses | (86,009 | ) | (80,706 | ) | (3,874 | ) | ||||||
| Increase in other current liabilities | 19,896 | 37,521 | - | |||||||||
| Increase (decrease) in deferred revenue | 825 | (3,251 | ) | - | ||||||||
| (Decrease) increase in other non-current liabilities | (2,783 | ) | (6,322 | ) | 390 | |||||||
| Decrease in operating lease liabilities | (174 | ) | (910 | ) | (112 | ) | ||||||
| Net cash provided by (used for) operating activities | 319,556 | 411,300 | (196,405 | ) | ||||||||
| Cash flows from investing activites: | ||||||||||||
| Capital expenditures | (43,638 | ) | (54,958 | ) | (4,586 | ) | ||||||
| Insurance proceeds received | 25,000 | 25,000 | - | |||||||||
| Net cash used for investing activities | (18,638 | ) | (29,958 | ) | (4,586 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of short term debt | - | 72,500 | - | |||||||||
| Proceeds from issuance of long term debt | - | - | 3,250,000 | |||||||||
| Principal payments on short term debt | (12,500 | ) | (63,500 | ) | - | |||||||
| Principal payments on long term debt | (4,375 | ) | (13,125 | ) | (2,489,742 | ) | ||||||
| Deferred financing costs | - | - | (67,330 | ) | ||||||||
| Capital contributions | - | - | 9,820 | |||||||||
| Distributions | (264,000 | ) | (367,200 | ) | (517,553 | ) | ||||||
| Net cash (used for) provided by financing activities | (280,875 | ) | (371,325 | ) | 185,195 | |||||||
| Net change in restricted cash | 20,043 | 10,017 | (15,796 | ) | ||||||||
| Restricted cash, beginning of period | 49,472 | 59,498 | 164,405 | |||||||||
| Restricted cash, end of period | $ | 69,515 | $ | 69,515 | $ | 148,609 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid for interest | $ | 84,978 | $ | 202,442 | $ | 34,478 | ||||||
See accompanying notes to the interim condensed consolidated financial statements.
5
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
| (1) | Organization |
Lightning Power, LLC (the Company), a Delaware limited liability company, was formed on June 21, 2024, to own, finance, develop, and manage a diverse portfolio of power generation facilities across the United States and is wholly owned by Lightning Power Holdings, LLC (Lightning Holdings). Lightning Holdings is directly owned by Fund III Lightning Holdings, LLC (Fund III Holdings) and Gridiron Holdings, LLC (Gridiron Holdings). Fund III Holdings and Gridiron Holdings own 68% and 32%, respectively, Class A common units of Lighting Holdings. Fund III Holdings is indirectly owned, through various holding companies, by Granite Energy, LLC (Granite) and Helix Generation, LLC (Helix). Gridiron Holdings is indirectly owned, through various holding companies, by Gridiron Energy, LLC (Gridiron).
On August 9, 2024, Gridiron, Helix, and Granite contributed 100% ownership interest in their respective generation facilities to the Company. Additionally on the same date, Helix contributed 100% ownership in Rise Light & Power, LLC and subsidiaries (Rise), which was formed to identify, evaluate, and develop investment opportunities within the power industry. The Company was the accounting acquirer in the transaction as it was a substantive entity and obtained controlling financial interests in each of the generation facilities via the contribution of their equity in exchange for the equity of the Company, and the transaction was not among entities under common control.
On May 12, 2025, a definitive purchase and sale agreement was executed with NRG Energy, Inc. for the sale of the Company. The transaction is subject to customary closing conditions and regulatory approvals.
The Generation Facilities that are owned by the Company are described below:
| Generation Facilities | Location | Size | Year operational | Type | ||||
| Springdale Energy, LLC | Springdale, PA | 700 MW | 1999-2003 | Simple & Combined Cycle | ||||
| Gans Energy, LLC | Gans, PA | 96 MW | 2000 | Simple Cycle | ||||
| Chambersburg Energy, LLC | Chambersburg, PA | 100 MW | 2001 | Simple Cycle | ||||
| Aurora Generation, LLC | Aurora, IL | 1,050 MW | 2001 | Simple Cycle | ||||
| Rockford Generation, LLC | Rockford, IL | 550 MW | 2000/2002 | Simple Cycle | ||||
| Armstrong Power, LLC | Shelocta, PA | 780 MW | 2002 | Simple Cycle | ||||
| Troy Energy, LLC | Luckey, OH | 780 MW | 2002 | Simple Cycle | ||||
| Helix Ironwood, LLC | Lebanon, PA | 760 MW | 2001 | Combined Cycle | ||||
| LSP University Park, LLC | University Park, IL | 582 MW | 2002 | Simple Cycle | ||||
| University Park Energy, LLC | University Park, IL | 328 MW | 2001 | Simple Cycle | ||||
| Wallingford Energy, LLC | Wallingford, CT | 350 MW | 2002 | Simple Cycle | ||||
| Riverside Generating Company, LLC | Lousia, KY | 976 MW | 1999 | Simple Cycle | ||||
| Doswell Limited Partnership | Hanover County, VA | 1274 MW | 2001, 1992 | Simple & Combined Cycle | ||||
| Helix Ravenswood, LLC | Queens, NY | 1995 MW | 1963 | Combined Cycle | ||||
| Ocean State Power LLC | Burrillville, RI | 560 MW | 1990 | Combined Cycle |
6
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
| (2) | Summary of Significant Accounting Policies |
| (a) | Basis of Presentation |
The interim condensed consolidated financial statements of Lightning Power, LLC have been prepared by us, without audit, in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted as permitted by such rules and regulations. All normal recurring adjustments have been included, and intercompany transactions have been eliminated in the interim condensed and consolidated financial statements. Management believes the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2024. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.
These consolidated financial statements and notes reflect the Company’s evaluation of events occurring subsequent to the consolidated balance sheet date through November 14, 2025, the date the consolidated financial statements were issued.
| (b) | Use of Estimates |
Management makes estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities and reported amounts of revenues and expenses to prepare the condensed consolidated financial statements in conformity with U.S. GAAP. The most significant of these estimates and assumptions relate to derivative instruments and asset retirement obligations. Actual results could differ materially from those estimates.
| (3) | Select Balance Sheet Information |
| (a) | Restricted Cash |
Restricted cash consists of amounts that are restricted under the terms of certain financing agreements from transfer or dividend until such time as certain conditions are met. Such restricted cash is used primarily for operating expenses and debt service.
| (b) | Inventory |
As of September 30, 2025, spare parts inventory, fuel oil, and natural gas were $76.2 million, $50.9 million, and $0.2 million, respectively. As of December 31, 2024, spare parts inventory, fuel oil, and natural gas were $74.2 million, $47.8 million, and $0.5 million, respectively.
| (c) | Asset Retirement Obligations |
As of September 30, 2025 and December 31, 2024, the Company had a liability of $72.4 million and $68.5 million respectively, for asset retirement obligations to provide for the future removal and dismantling of certain generation facilities. Accretion expense was $1.3 million and $3.9 million, for the three month and nine month periods ended September 30, 2025, respectively. Accretion expense was $0.7 million for the period August 9, 2024 to September 30, 2024.
7
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
| (d) | Property, Plant and Equipment, Net |
Property, plant and equipment are stated at cost, less accumulated depreciation. As of September 30, 2025 and December 31, 2024, Property, plant and equipment, net consisted of the following (in thousands):
| As of | As of | |||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Land and improvements | $ | 100,440 | $ | 100,440 | ||||
| Plant and equipment | 6,686,609 | 6,683,094 | ||||||
| Capital spares | 48,009 | 46,933 | ||||||
| Computer software and hardware | 989 | 922 | ||||||
| Office furniture and equipment | 240 | 240 | ||||||
| Equipment and tools | 735 | 735 | ||||||
| Construction in progress | 34,010 | 23,066 | ||||||
| Warehouse storage | 162 | 162 | ||||||
| Vehicles | 259 | 246 | ||||||
| Total property, plant and equipment | 6,871,453 | 6,855,838 | ||||||
| Accumulated depreciation | (382,220 | ) | (132,209 | ) | ||||
| Property, plant and equipment, net | $ | 6,489,233 | $ | 6,723,629 | ||||
For the three month and nine month periods ended September 30, 2025, depreciation expense for property, plant and equipment was $83.7 million and $251.3 million, respectively. For the period August 9, 2024 to September 30, 2024, depreciation expense for property, plant and equipment was $27.6 million.
During 2025, the Company experienced an outage event that resulted in an involuntary conversion. The affected assets were replaced, and the related insurance recoveries and asset additions were recognized in accordance with applicable accounting guidance.
| (e) | Other Noncurrent Assets |
Other noncurrent assets primarily consist of initial loan contributions that were made by the Company to an unrelated joint venture. The loan contribution accrues interest at 7% per annum. As of September 30, 2025 and December 31, 2024, the Company had a long term debt receivable of $135.9 million. Other noncurrent assets are stated at their carrying values, net of a reserve for doubtful accounts based on evidence of collectability. There were no impairments to Other noncurrent assets as of September 30, 2025 and December 31, 2024
| (f) | Regional Greenhouse Gas Initiative Allowances |
Certain Generation Facilities are located in states that participate in the Regional Greenhouse Gas Initiative (RGGI) to reduce greenhouse gas emissions. As of September 30, 2025 and December 31, 2024, the Company had a RGGI allowance liability of $62.8 million and $23.3 million respectively, which is included in Other current liabilities on the accompanying condensed consolidated balance sheets. For the three month and nine month periods ended September 30, 2025, RGGI allowance expense was $21.4 million and $41.1 million respectively. For the period August 9, 2024 to September 30, 2024, RGGI allowance expense was $9.7 million. RGGI allowance expenses were reflected as a component of fuel and transportation expense in the accompanying condensed consolidated statements of operations.
8
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
| (4) | Revenue Recognition |
Capacity revenue is recognized over time as the Company satisfies its performance obligation of maintaining available generation capacity at negotiated contract terms. Energy revenue consists of physical and financial transactions and is recognized when the performance obligation is satisfied upon delivery of electricity to customers. Physical transactions are recorded on a gross basis in accordance with ASC 606, Revenue from Contracts with Customers, as the Company controls the specified electricity before transfer to customers. The Company has elected to apply the practical expedient to recognize revenue in the amount it has the right to invoice for both capacity and energy revenue, as this represents the value transferred to customers. For the three month and nine month periods ended September 30, 2025, capacity revenue amounted to $213.9 million and $434.3 million respectively. For the period August 9, 2024 to September 30, 2024, capacity revenue amounted to $69.2 million. These capacity revenues were reflected as a component of Energy and capacity revenues in the accompanying condensed consolidated statements of operations.
| (5) | Facility and Contract Commitments |
| (a) | Energy Management Agreements |
For the three month and nine month periods ended September 30, 2025, the Company incurred costs under the Energy Management Agreements (EMAs) of $1.0 million and $2.9 million respectively. For the period August 9, 2024 to September 30, 2024, the Company incurred costs under these agreements of $0.6 million. Costs associated with the EMAs were recorded in General and administrative expense on the accompanying condensed consolidated statement of operations. The characteristics and details of the EMAs remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.
| (b) | Operation and Maintenance Agreements |
For the three month and nine month periods ended September 30, 2025, the Company incurred costs under the O&M agreements of $18.1 million and $55.6 million respectively. For the period August 9, 2024 to September 30, 2024, the Company incurred costs under the O&M agreements of $10.7 million. Costs associated with the O&M agreements were recorded in Operating and maintenance and General and administrative expenses in the accompanying condensed consolidated statement of operations. The characteristics and details of these agreements remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.
| (c) | Asset Management and Fuel Supply Agreements |
For the three month and nine month periods ended September 30, 2025, the Company incurred costs under the asset management and fuel supply agreements of $180.3 million and $547.7 million respectively. For the period August 9, 2024 to September 30, 2024, the Company incurred costs under the asset management and fuel supply agreements of $49.0 million. Costs associated with the asset management and fuel supply agreements were recorded in Fuel and transportation expense in the accompanying condensed consolidated statements of operations. The characteristics and details of these agreements remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.
9
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
| (d) | Gas Transportation and Storage Agreements |
Certain generation facilities have firm gas transportation and storage agreements with various counterparties. These agreements call for the counterparties to deliver natural gas, not to exceed the daily maximum, to a specific interconnection point, specified in the respective agreements.
For the three month and nine month periods ended September 30, 2025, the Company incurred costs under the gas transportation agreements of $15.3 million and $45.0 million respectively. For the period August 9, 2024 to September 30, 2024, the Company incurred costs under the gas transportation agreements of $9.4 million. Costs associated with the gas transportation agreements were recorded in Fuel and transportation expense in the accompanying condensed consolidated statements of operations. The characteristics and details of these agreements remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.
| (e) | Equipment Maintenance Agreements |
Certain generation facilities have long term maintenance contracts with several counterparties. Based on the terms of such agreements, payments will either be deferred as prepaid expenses until maintenance occurs or expensed quarterly. For the three month and nine month periods ended September 30, 2025, the Company made payments totaling $9.0 million and $27.2 million, respectively, under such agreements. For the period August 9, 2024 to September 30, 2024, the Company made payments totaling $3.3 million under such agreements.
As of September 30, 2025, the costs incurred on certain generation facilities have exceeded the cumulative payments made and accordingly, the net excess in the amounts of $20.2 million and $6.5 million, respectively, is reflected as a component of Accounts Payable and accrued expenses and Other long term liabilities, respectively, in the accompanying condensed consolidated balance sheets. Conversely, as of September 30, 2025, payments made by certain generation facilities have exceeded the cumulative costs and accordingly the net excess in the amounts of $24.1 million is reflected as a component of Other current assets in the accompanying condensed consolidated balance sheets.
| (f) | Capacity Agreements |
The Company has several agreements to sell capacity to various counterparties. These agreements enable certain Generation Facilities to sell to various counterparties a fixed quantity of capacity at a fixed price for a certain period of time.
| (g) | Electric and Gas Interconnection Agreements |
The Company has electric interconnection agreements with several counterparties that connect the Generation Facilities to the electrical power grid. The agreements continue in effect indefinitely until terminated. The Company has gas interconnection agreements with various counterparties that connect Generation Facilities to their respective natural gas pipelines. The agreements continue in effect indefinitely until terminated. For all periods presented, the Company did not incur maintenance costs relating to the electric and gas interconnection agreements.
10
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
| (6) | Financing Arrangements |
Our financing arrangements consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):
| As of | As of | |||||||
| Loan agreement | September 30, 2025 | December 31, 2024 | ||||||
| Term Loan | $ | 1,732,500 | $ | 1,745,625 | ||||
| Secured Notes | 1,500,000 | 1,500,000 | ||||||
| Revolving Facility | 30,000 | 21,000 | ||||||
| Total debt principal | 3,262,500 | 3,266,625 | ||||||
| Less: unamortized debt issuance costs and discount | (57,261 | ) | (63,983 | ) | ||||
| Total debt | 3,205,239 | 3,202,642 | ||||||
| Less: current portion | (8,357 | ) | (8,474 | ) | ||||
| Long-term debt | $ | 3,196,882 | $ | 3,194,168 | ||||
| (a) | Credit Agreement |
On August 16, 2024, the Company entered into a credit agreement (Credit Agreement) with various lenders. The Credit Agreement consists of a term loan totaling $1.75 billion (Term Loan) and revolving loan facility of $600 million (Revolving Facility). The maturity date of the Term Loan and the Revolving Facility is August 16, 2031, and August 16, 2029, respectively. The interest rate for the Term Loan is equal to the SOFR rate plus a margin of 3.25%. The interest rate in effect at September 30, 2025 and December 31, 2024 for the Term Loan was 6.25% and 7.58%, respectively.
As of September 30, 2025 and December 31, 2024, there was $1.73 billion and $1.75 billion respectively, outstanding under the Credit Agreement, respectively. As of September 30, 2025, there was $54.7 million and $30.0 million of LOCs and borrowing, respectively, outstanding under the Revolving Facility. As of December 31, 2024, there was $60.0 million and $21.0 million of LOCs and borrowing, respectively, outstanding under the Revolving Facility.
As of September 30, 2025, the unamortized debt issuance and deferred financing costs totaled $57.3 million of which the current portion was $9.1 million. As of December 31, 2024, the unamortized debt issuance and deferred financing costs totaled $64.0 million of which the current portion was $9.0 million The amortization of these costs is reflected as a component of Interest expense, net on the accompanying condensed consolidated statement of operations. For the three month and nine month periods ended September 30, 2025, amortization of such costs totaled $2.3 million and $6.8 million, respectively. For the period August 9, 2024 to September 30, 2024, amortization of such costs totaled $1.1 million.
| (b) | Notes Indenture |
On August 16, 2024, the Company entered into a notes indenture with various lenders, which consists of senior secured notes (Secured Notes) totaling $1.5 billion with a maturity date of August 15, 2032. The fixed interest rate on the Secured Notes is 7.25% and is paid semi-annually in arrears on and of each year, commencing on February 15, 2025. The principal amount of the Secured Notes will be paid in full on maturity unless the Company chooses to early redeem.
11
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
| (7) | Derivative Instruments and Hedging Activities |
The Company enters into commodity derivatives to reduce its exposure to market fluctuations of energy prices and gas prices. The Company is a party to the following derivative instruments:
| (a) | Heat Rate Call Options |
The Company has heat rate call option contracts with various counterparties. The contracts provided for receipt of fixed option premium payments by the Company, net of energy settlements based on a fixed heat rate, power reference index price, gas reference index price, and certain energy prices. The heat rate call option is marked to market with changes in fair value recognized in current period earnings.
| (b) | Commodity Derivatives |
The Company enters into various energy related derivatives to manage the commodity price risk associated with power revenue and fuel costs for the Generation Facilities, including:
a) Power Swap Contracts, which require payments to or from counterparties based upon the difference between the contract and the market price for a predetermined notional amount. These contracts are used to manage commodity price risk associated with changes in the ISOs power prices.
b) Gas Swap Contracts, which require payments to or from counterparties based upon the difference between the contract and the market price for a predetermined notional amount. These contracts are used to manage commodity price risk at multiple delivery points associated with changes in fuel prices.
c) Capacity Contracts, which require payments from counterparties based upon the difference between the contract and the market price for a predetermined notional amount.
d) Option Contracts, which provide the Company the ability to buy or sell power at a fixed price.
e) RGGI Contracts, which two parties agree to exchange a fixed number of allowances of a certain vintage year at a fixed price for a specific delivery month.
The Power Swap Contracts, Gas Swap Contracts, Capacity Contracts, Option Contracts, Heat Rate Call Option Contracts, and RGGI Contracts are entered into as part of the Company’s overall hedging strategy with respect to commodity price risk associated with energy gross margin. The Company records changes in the fair value of the commodity derivatives in the accompanying condensed consolidated statements of operations in the current period.
Fair Value Measurements
The following table sets forth by level within the fair value hierarchy the assets and liabilities of the Company that were accounted for at fair value on a recurring basis as of September 30, 2025. These assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The three levels of the fair value hierarchy defined by ASC 820 are as follows:
· Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
12
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
· Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and agreement prices for the underlying instruments, as well as other relevant economic measures. Substantially all these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.
· Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
The following table presents assets and liabilities measured and recorded at fair value on the Company’s condensed consolidated balance sheet and their level within the fair value hierarchy as of September 30, 2025 (in thousands):
| Fair value as of September 30, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Commodity Derivatives | $ | – | $ | (208 | ) | $ | – | $ | (208 | ) | ||||||
| Capacity Contracts | – | 17,023 | – | 17,023 | ||||||||||||
| Heat Rate Call Options | – | – | (16,651 | ) | (16,651 | ) | ||||||||||
| RGGI Contracts | – | (4,840 | ) | – | (4,840 | ) | ||||||||||
| Assets (liabilities) from risk management activities, net | $ | – | $ | 11,975 | $ | (16,651 | ) | $ | (4,676 | ) | ||||||
The following table presents assets and liabilities measured and recorded at fair value on the Company’s condensed consolidated balance sheet and their level within the fair value hierarchy as of December 31, 2024 (in thousands):
| Fair value as of December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Commodity Derivatives | $ | – | $ | 57,184 | $ | – | $ | 57,184 | ||||||||
| Capacity Contracts | – | (1,333 | ) | – | (1,333 | ) | ||||||||||
| Call Options | – | (875 | ) | – | (875 | ) | ||||||||||
| Heat Rate Call Options | – | – | (44,047 | ) | (44,047 | ) | ||||||||||
| RGGI Contracts | – | 10,117 | – | 10,117 | ||||||||||||
| Assets (liabilities) from risk management activities, net | $ | – | $ | 65,093 | $ | (44,047 | ) | $ | 21,046 | |||||||
The following tables provide quantitative information for financial instruments classified as Level 3 in the fair value hierarchy for the period ended September 30, 2025:
| Valuation | Average/Range | |||||||||
| Technique | Significant Inputs | September 30, 2025 | Units | |||||||
| Heat rate call options | Model | Electricity regional prices | $ | 59.34 | Dollars/MWH | |||||
| Natural gas prices | $ | 3.57 | Dollars/MMBtu | |||||||
| Power price volatility | 38.4 | % | ||||||||
| Gas price volatility | 55.3 | % | ||||||||
13
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
The following tables provide quantitative information for financial instruments classified as Level 3 in the fair value hierarchy for the period ended December 31, 2024:
| Valuation | Average/Range | |||||||||
| Technique | Significant Inputs | December 31, 2024 | Units | |||||||
| Heat rate call options | Model | Electricity regional prices | $ | 51.81 | Dollars/MWH | |||||
| Natural gas prices | $ | 3.53 | Dollars/MMBtu | |||||||
| Power price volatility | 36.7 | % | ||||||||
| Gas price volatility | 52.3 | % | ||||||||
The following tables present information concerning the impact of derivative instruments on the accompanying condensed consolidated balance sheets and condensed consolidated statements of operations.
Impact of Derivative Instruments on the Accompanying Condensed Consolidated Balance Sheets
The following tables present the classifications and fair value of derivative instruments on the accompanying condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 (in thousands):
| Instrument | Balance sheet location | September
30, 2025 | December
31, 2024 | |||||||
| Derivatives not designated as hedging activities: | ||||||||||
| Call Options | Assets from risk-management activities | $ | - | $ | (875 | ) | ||||
| Heat rate call options | Liabilities from risk-management activities | (16,651 | ) | (44,047 | ) | |||||
| Commodity Derivatives | Assets from risk-management activities | 408,971 | 398,736 | |||||||
| Commodity Derivatives | Assets from risk-management activities, long term | 414,952 | 652,738 | |||||||
| Commodity Derivatives | Liabilities from risk-management activities | (409,380 | ) | (349,842 | ) | |||||
| Commodity Derivatives | Liabilities from risk-management activities, long term | (414,752 | ) | (644,448 | ) | |||||
| Capacity contracts | Assets from risk-management activities | 43,113 | 25,169 | |||||||
| Capacity contracts | Assets from risk-management activities, long term | 1,760 | 8,770 | |||||||
| Capacity contracts | Liabilities from risk-management activities | (24,614 | ) | (19,902 | ) | |||||
| Capacity contracts | Liabilities from risk-management activities, long term | (3,236 | ) | (15,370 | ) | |||||
| RGGI Contracts | Assets from risk-management activities | 187 | 464 | |||||||
| RGGI Contracts | Assets from risk-management activities, long term | – | 9,653 | |||||||
| RGGI Contracts | Liabilities from risk-management activities | (987 | ) | – | ||||||
| RGGI Contracts | Liabilities from risk-management activities, long term | (4,039 | ) | – | ||||||
| Total derivatives not designated as hedging activities | (4,676 | ) | 21,046 | |||||||
| Total derivatives, net (liability) asset | $ | (4,676 | ) | $ | 21,046 | |||||
14
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
Impact of Derivative Instruments on the Accompanying Condensed Consolidated Statements of Operations
The following table presents the classification and amount of the gains and losses on derivative instruments in the accompanying condensed consolidated statements of operations for the period ended September 30, 2025 and for the period from August 9, 2024 to September 30, 2024. The impact of derivative instruments that have not been designated as hedging instruments (in thousands):
| Amount of gain (loss) in income on | ||||||||||
| derivatives for the periods ended | ||||||||||
| Three months | August 9, 2024 | |||||||||
| Location of gain (loss) recognized in | ended September | to September | ||||||||
| Instrument | income on derivatives | 30, 2025 | 30, 2024 | |||||||
| Commodity derivatives - power | Gain (loss) on risk management activities | $ | 35,184 | $ | 38,910 | |||||
| Commodity derivatives - gas | Loss (gain) on risk management activities | (28,954 | ) | 28,112 | ||||||
| Capacity contract | Gain (loss) on risk management activities | 4,348 | (35,715 | ) | ||||||
| Heat rate call options | Gain (loss) on risk management activities | (19,950 | ) | (10,436 | ) | |||||
| RGGI Contracts | Gain (loss) on risk management activities | 1,030 | (24,867 | ) | ||||||
| Total loss in income on derivatives | $ | (8,342 | ) | $ | (3,996 | ) | ||||
| Amount of gain (loss) in income on | ||||||||||
| derivatives for the periods ended | ||||||||||
| Nine months | August 9, 2024 | |||||||||
| Location of gain (loss) recognized in | ended September | to September | ||||||||
| Instrument | income on derivatives | 30, 2025 | 30, 2024 | |||||||
| Commodity derivatives - power | Gain (loss) on risk management activities | $ | 61,959 | $ | 38,910 | |||||
| Commodity derivatives - gas | Loss (gain) on risk management activities | (38,140 | ) | 28,112 | ||||||
| Capacity contract | Gain (loss) on risk management activities | (22,409 | ) | (35,715 | ) | |||||
| Heat rate call options | Gain (loss) on risk management activities | (50,587 | ) | (10,436 | ) | |||||
| RGGI Contracts | Gain (loss) on risk management activities | 1,024 | (24,867 | ) | ||||||
| Total loss in income on derivatives | $ | (48,153 | ) | $ | (3,996 | ) | ||||
Offsetting of Derivative Assets and Liabilities
The Company has elected to present derivative assets and liabilities on the balance sheets by offsetting amounts that could be netted pursuant to agreements with the Company’s counterparties.
The following tables present the gross and net derivative assets and liabilities and shows the effect if the offsetting amounts were shown net pursuant to agreements with the Company’s counterparties on the accompanying condensed consolidated balance sheet as of September 30, 2025 (in thousands):
| Gross amounts not offset in financial statements as of September 30, 2025 | Offsetting amounts of derivative instruments as of September 30, 2025 | Net amount after offset as of September 30, 2025 | ||||||||||
| Assets from risk management activities | $ | 868,983 | $ | (165,330 | ) | $ | 703,653 | |||||
| Liabilities from risk management activities | (873,659 | ) | 165,330 | (708,329 | ) | |||||||
| Net risk management activities | $ | (4,676 | ) | $ | – | $ | (4,676 | ) | ||||
15
LIGHTNING POWER, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Notes to the Condensed Consolidated Financial Statements
For the three and nine months ended September 30, 2025,
For the period August 9, 2024 to September 30, 2024
The following tables present the gross and net derivative assets and liabilities and shows the effect if the offsetting amounts were shown net pursuant to agreements with the Company’s counterparties on the accompanying condensed consolidated balance sheet as of December 31, 2024 (in thousands):
| Gross amounts not offset in financial statements as of December 31, 2024 | Offsetting amounts of derivative instruments as of December 31, 2024 | Net amount after offset as of December 31, 2024 | ||||||||||
| Assets from risk management activities | $ | 1,095,530 | $ | (233,047 | ) | $ | 862,483 | |||||
| Liabilities from risk management activities | (1,074,484 | ) | 233,047 | (841,437 | ) | |||||||
| Net risk management activities | $ | 21,046 | $ | – | $ | 21,046 | ||||||
| (8) | Related Party Transactions |
The Company receives certain overhead administrative and management services from an affiliate. These costs are not allocated to the Company. For the three month and nine month periods ended September 30, 2025, the Company made payments of $7.7 million and $13.0 million, respectively, to an affiliate for costs related to the operation and management of the Company. For the period August 9, 2024 to September 30, 2024, the Company made payments of $1.2 million to an affiliate for costs related to the operation and management of the Company. These costs are reflected under General and administrative expense in the accompanying condensed consolidated statement of operations.
| (9) | Member’s Equity |
Profits, losses, and distributions are allocated in accordance with the provisions of the Company’s Limited Liability Company agreement. For the nine months ended September 30, 2025, the Company made distributions in the amount of $367.2 million. For the period from August 9, 2024 to September 30, 2024, the Company made distributions in the amount of $517.6 million.
| (10) | Commitments and Contingencies |
The Company enters into contracts in the ordinary course of business that contain various representations, warranties, indemnifications, and guarantees. Some of the agreements contain indemnities that cover the other party’s negligence or limit the other party’s liability with respect to third-party claims, in which event the Company effectively indemnifies the other party. While there is the possibility of a loss related to such representations, warranties, indemnifications, and guarantees in the contracts and such loss could be significant, the Company considers the probability of loss to be remote. The Company, from time to time, is a party to certain other claims arising in the ordinary course of business. The Company is of the opinion that final disposition of these claims will not have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or cash flows.
16
Exhibit 99.6
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Financial Statements
As of September 30, 2025 and December 31, 2024,
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
(In thousands)
| September 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Restricted cash | $ | 116,741 | $ | 18,825 | ||||
| Accounts receivable | 27,363 | 12,848 | ||||||
| Inventory | 37,955 | 33,865 | ||||||
| Prepaid expenses | 15,380 | 15,481 | ||||||
| Assets from risk management activities | 21,673 | 44,254 | ||||||
| Other current assets | 4,102 | 149 | ||||||
| Total current assets | 223,214 | 125,422 | ||||||
| Property, plant, and equipment | 733,160 | 732,820 | ||||||
| Accumulated depreciation | (57,889 | ) | (38,918 | ) | ||||
| Property, plant, and equipment, net | 675,271 | 693,902 | ||||||
| Assets from risk management activities, long term | 11,334 | 27,803 | ||||||
| Total assets | $ | 909,819 | $ | 847,127 | ||||
| Liabilities and Member's Equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of long-term debt | $ | 9,212 | $ | - | ||||
| Accounts payable and accrued expenses | 42,230 | 28,993 | ||||||
| Accounts payable - affiliate | 603 | 603 | ||||||
| Liabilities from risk management activities | 22,362 | 35,611 | ||||||
| Total current liabilities | 74,407 | 65,207 | ||||||
| Long term debt | 632,760 | - | ||||||
| Liabilities from risk management activities, long term | 23,025 | 14,795 | ||||||
| Asset retirement obligations | 2,128 | 2,006 | ||||||
| Deferred Taxes | 452 | 354 | ||||||
| Total liabilities | 732,772 | 82,362 | ||||||
| Member's equity | 177,047 | 764,765 | ||||||
| Total liabilities and member's equity | $ | 909,819 | $ | 847,127 | ||||
See accompanying notes to the interim condensed consolidated financial statements
2
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
(In thousands)
| Three months ended | Nine months ended | Three months ended | Nine months ended | |||||||||||||
| September 30, 2025 | September 30, 2025 | September 30, 2024 | September 30, 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Energy revenues | $ | 103,532 | $ | 264,490 | $ | 78,823 | $ | 223,594 | ||||||||
| Gain on risk management activities | 96,171 | 157,810 | 186,322 | 242,347 | ||||||||||||
| Total revenues | 199,703 | 422,300 | 265,145 | 465,941 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Fuel and transportation | 69,872 | 195,513 | 44,306 | 125,223 | ||||||||||||
| Loss on risk management activities | 7,925 | 15,534 | 5,629 | 16,168 | ||||||||||||
| Operating and maintenance | 19,157 | 75,255 | 23,022 | 57,123 | ||||||||||||
| General and administrative | 1,614 | 4,155 | 1,698 | 4,778 | ||||||||||||
| Depreciation | 6,332 | 18,971 | 6,302 | 18,853 | ||||||||||||
| Accretion | 41 | 122 | 38 | 113 | ||||||||||||
| Total operating expenses | 104,941 | 309,550 | 80,995 | 222,258 | ||||||||||||
| Operating income | 94,762 | 112,750 | 184,150 | 243,683 | ||||||||||||
| Interest expense, net | (13,673 | ) | (16,802 | ) | (11,266 | ) | (33,204 | ) | ||||||||
| Income before income taxes | 81,089 | 95,948 | 172,884 | 210,479 | ||||||||||||
| Income tax expense (benefit) | 541 | 1,289 | (97 | ) | 1,588 | |||||||||||
| Net income | $ | 80,548 | $ | 94,659 | $ | 172,981 | $ | 208,891 | ||||||||
See accompanying notes to the interim condensed consolidated financial statements
3
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Consolidated Statements of Member's Equity
(Unaudited)
(In thousands)
| Total | ||||
| member's | ||||
| equity | ||||
| Balances at December 31, 2023 | $ | 502,056 | ||
| Net income | 191,565 | |||
| Capital contribution | 389,104 | |||
| Distributions | (317,960 | ) | ||
| Balances at December 31, 2024 | $ | 764,765 | ||
| Balances at June 30, 2024 | $ | 347,565 | ||
| Net income | 172,981 | |||
| Distributions | (5,499 | ) | ||
| Balances at September 30, 2024 | $ | 515,047 | ||
| Balances at December 31, 2023 | $ | 502,056 | ||
| Net income | 208,891 | |||
| Capital contribution | 825 | |||
| Distributions | (196,725 | ) | ||
| Balances at September 30, 2024 | $ | 515,047 | ||
| Balances at June 30, 2025 | $ | 96,499 | ||
| Net income | 80,548 | |||
| Balances at September 30, 2025 | $ | 177,047 | ||
| Balances at December 31, 2024 | $ | 764,765 | ||
| Net income | 94,659 | |||
| Capital contribution | 11,525 | |||
| Distributions | (693,902 | ) | ||
| Balances at September 30, 2025 | $ | 177,047 | ||
See accompanying notes to the interim condensed consolidated financial statements
4
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Three months ended | Nine months ended | Three months ended | Nine months ended | |||||||||||||
| September 30, 2025 | September 30, 2025 | September 30, 2024 | September 30, 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Net income | $ | 80,548 | $ | 94,659 | $ | 172,981 | $ | 208,891 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||
| Depreciation | 6,332 | 18,971 | 6,302 | 18,853 | ||||||||||||
| Amortization of deferred financing cost | 738 | 983 | 534 | 3,893 | ||||||||||||
| Deferred taxes | (47 | ) | 98 | - | (35 | ) | ||||||||||
| Accretion | 41 | 122 | 38 | 114 | ||||||||||||
| Risk management activities | 21,494 | 34,031 | (92,632 | ) | (59,401 | ) | ||||||||||
| Change in assets and liabilities: | ||||||||||||||||
| Increase in accounts receivable | (3,556 | ) | (14,515 | ) | (202 | ) | (25,679 | ) | ||||||||
| (Increase) decrease in inventory and capital spares | 662 | (4,301 | ) | (403 | ) | 2,629 | ||||||||||
| (Increase) decrease in prepaid expenses | (790 | ) | 101 | 326 | (6,236 | ) | ||||||||||
| Increase in other current assets | (3,569 | ) | (3,953 | ) | (2,932 | ) | (5,002 | ) | ||||||||
| Decrease in accounts payable - affiliate | - | - | 442 | 391 | ||||||||||||
| (Decrease) increase in accounts payable and accrued expenses | (779 | ) | 13,237 | 20,297 | 24,316 | |||||||||||
| Net cash provided by operating activities | 101,074 | 139,433 | 104,751 | 162,734 | ||||||||||||
| Cash flows from investing activites: | ||||||||||||||||
| Capital expenditures | - | (129 | ) | (4 | ) | (1,555 | ) | |||||||||
| Net cash used in investing activities | - | (129 | ) | (4 | ) | (1,555 | ) | |||||||||
| Cash flows from financing activities: | ||||||||||||||||
| Proceeds from issuance of short term debt | - | - | - | 2,000 | ||||||||||||
| Principal payments on short term debt | (6,500 | ) | - | - | (2,000 | ) | ||||||||||
| Proceeds from issuance of long term debt | - | 650,000 | - | 149,000 | ||||||||||||
| Principal payments on long term debt | - | - | (9,922 | ) | (11,421 | ) | ||||||||||
| Debt issuance costs | - | (9,011 | ) | - | - | |||||||||||
| Capital contributions | - | 11,525 | - | 825 | ||||||||||||
| Distributions | - | (693,902 | ) | (5,499 | ) | (196,725 | ) | |||||||||
| Net cash used in financing activities | (6,500 | ) | (41,388 | ) | (15,421 | ) | (58,321 | ) | ||||||||
| Net change in restricted cash | 94,574 | 97,916 | 89,326 | 102,858 | ||||||||||||
| Restricted cash, beginning of period | 22,167 | 18,825 | 31,019 | 18,559 | ||||||||||||
| Restricted cash, end of period | $ | 116,741 | $ | 116,741 | $ | 120,345 | $ | 121,417 | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||||||
| Cash paid for interest | $ | 12,944 | $ | 15,903 | $ | 9,992 | $ | 16,258 | ||||||||
See accompanying notes to the interim condensed consolidated financial statements
5
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| (1) | Organization |
Linebacker Power Funding, LLC (the Company), a Delaware limited liability company, was formed on April 18, 2023 to own and finance three natural gas-fired plants (the Generation Facilities), providing 2,020 megawatts of power in the Electric Reliability Council of Texas, Inc (ERCOT). The Company is owned by Linebacker Power Holdings, LLC (Holdings). Holdings is wholly-owned by Linebacker Power, LLC (Linebacker). Linebacker is owned by LS Power Equity Partners IV, LP (Equity Partners).
On October 3, 2024, the interests in the Company were contributed to Thunder Generation Funding, LLC (Thunder), a limited liability company formed on June 26, 2024.
On May 12, 2025, a definitive purchase and sale agreement was executed with NRG Energy, Inc. for the sale of the Company. The transaction is subject to customary closing conditions and regulatory approvals.
These condensed consolidated financial statements reflect the three months and nine months ended September 30, 2025 and September 30, 2024.
The Generation Facilities owned by the Company are described below:
| Year | ||||||||
| Entity | Location | Size | operational | Type | ||||
| Jack County Power, LLC | Jacksboro, TX | 1,237 MW | 2005-2011 | Combined Cycle | ||||
| Johnson County Power, LLC | Cleburne, TX | 266 MW | 1997-2005 | Combined Cycle | ||||
| R.W. Miller Power, LLC | Palo Pinto, TX | 517 MW | 1968-1994 | Simple & Combined Cycle |
| (2) | Summary of Significant Accounting Policies |
| (a) | Basis of Presentation |
The interim condensed consolidated financial statements of Linebacker Power Funding, LLC have been prepared by us, without audit, in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted as permitted by such rules and regulations. All normal recurring adjustments have been included, and intercompany transactions have been eliminated in the interim condensed and consolidated financial statements. Management believes the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes for the year ended December 31, 2024, and December 31, 2023. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.
These condensed consolidated financial statements and notes reflect the Company’s evaluation of events occurring subsequent to the condensed consolidated balance sheets date through November 14, 2025, the date the condensed consolidated financial statements were issued.
(Continued)
6
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| (b) | Use of Estimates |
Management makes estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities and reported amounts of revenues and expenses to prepare the condensed consolidated financial statements in conformity with U.S. GAAP. The most significant of these estimates and assumptions relate to the valuation of acquired assets, derivative instruments, and asset retirement obligations. Actual results could differ materially from those estimates.
| (c) | Restricted Cash |
Restricted cash consists of amounts that are restricted under the terms of certain financing agreements from transfer or dividend until such time as certain conditions are met. Such restricted cash is used primarily for operating expenses and debt service.
| (d) | Income Taxes |
The Company has been organized as a limited liability company and is treated as a disregarded entity for federal and state income tax purposes. Therefore, no federal and state income taxes other than Texas Gross Margin Tax (Margin Tax) are assessed at the entity level. Deferred taxes recorded on the accompanying balance sheets arise from Gross Margin Tax temporary differences associated with unrealized gains and losses on the Company’s energy risk management activities.
The Company, in accordance with ASC 740, Income Taxes, performs the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are ‘‘more likely than not’’ of being sustained by the applicable tax authority.
Tax positions not deemed to meet the more likely than not threshold would be derecognized and recorded as a tax benefit or expense in the current period. However, the Company’s conclusions regarding these uncertain tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analysis of tax laws, regulations and interpretations thereof.
| (3) | Select Balance Sheet Information |
| (a) | Inventory |
As of September 30, 2025, fuel oil was $12.1 million, natural gas was $4.5 million and spare parts inventory was $21.4 million. As of December 31, 2024, fuel oil was $12.7 million, natural gas was $3.0 million and spare parts inventory was $18.2 million.
(Continued)
7
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| (b) | Property, Plant and Equipment |
Property, plant and equipment are stated at cost, less accumulated depreciation. As of September 30, 2025, and December 31, 2024, Property, plant and equipment, net consisted of the following (in thousands):
| September | December | |||||||
| 30, 2025 | 31, 2024 | |||||||
| Plant and equipment | $ | 728,326 | $ | 728,206 | ||||
| Land | 2,700 | 2,700 | ||||||
| Computer software and hardware | 1,930 | 1,914 | ||||||
| Office furniture & fixtures | 161 | - | ||||||
| Vehicles | 43 | - | ||||||
| Total property, plant and equipment | 733,160 | 732,820 | ||||||
| Accumulated depreciation | (57,889 | ) | (38,918 | ) | ||||
| Property, plant and equipment, net | $ | 675,271 | $ | 693,902 | ||||
For the three and nine months periods ended September 30, 2025, depreciation expense for property, plant and equipment was $6.3 million and $19.0 million, respectively. For the three and nine months ended September 30, 2024, depreciation expense for property, plant and equipment was $6.3 million and $18.9 million, respectively.
| (c) | Asset Retirement Obligation |
As of September 30, 2025 and December 31, 2024, the Company had a liability of $2.1 million and $2.0 million, respectively, for asset retirement obligations on the accompanying condensed consolidated balance sheets to provide for the future removal and disposal of hazardous waste from the Generation Facilities. For the three month and nine month periods ended September 30, 2025, Accretion expense was $41 thousand and $122 thousand, respectively. For the three month and nine month periods ended September 30, 2024, Accretion expense was $38 thousand and $113 thousand, respectively.
| (4) | Revenue Recognition |
Electric energy revenue is recognized upon transmission to the customers and consists of both physical and financial transactions. Physical transactions or the sale of generated electricity to meet supply are recorded on a gross basis in the accompanying consolidated statement of operations, in accordance with ASC 606, Revenue from Contracts with Customers. Financial transactions used to hedge the sale of electricity are recorded net within revenues in the consolidated statements of operations in accordance with ASC 815,
(Continued)
8
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
Derivatives and Hedging. The Company has elected to apply the practical expedient to recognize revenue in the amount it has the right to invoice for energy revenue, as this represents the value transferred to customers.
| (5) | Facility and Contract Commitments |
| (a) | Energy Management Agreement |
For the three month and nine month periods ended September 30, 2025 and 2024, the Company incurred costs under the Energy Management Agreement (EMA) of $300 thousand and $900 thousand, respectively, which are recorded under General and administrative expenses in the accompanying condensed consolidated statements of operations. The characteristics and details of the EMA remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.
| (b) | Operation and Maintenance Agreement |
For the three month and nine month periods ended September 30, 2025, the Company incurred fixed costs under the operation and maintenance agreements of $365 thousand and $1.2 million, respectively, which are recorded under General and administrative expenses, and incurred $4.4 million and $13.1 million, respectively, of other labor costs, which are recorded under Operating and maintenance expenses in the accompanying condensed consolidated statements of operations. For the three month and nine month periods ended September 30, 2024, the Company incurred fixed costs under the operation and maintenance agreements of $383 thousand and $1.2 million, respectively, which are recorded under General and administrative expenses, and incurred $3.8 million and $12.0 million, respectively, of other labor costs, which are recorded under Operating and maintenance expenses in the accompanying condensed consolidated statements of operations. The characteristics and details of these agreements remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.
| (c) | Gas Transportation and Storage Agreements |
For the three month and nine month periods ended September 30, 2025, the Company incurred costs of $5.5 million and $16.6 million respectively, and for the three month and nine month periods ended September 30, 2024, the Company incurred costs of $4.1 million and $12.2 million respectively, under the gas transportation and storage agreements, which are reflected as a component of Fuel and transportation expenses on the accompanying condensed consolidated statements of operations. As of September 30, 2025 and September 30, 2024, the Company has $2.9 million and $2.5 million, respectively, in LOCs outstanding related to the gas transportation and storage agreements. The characteristics and details of these agreements remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.
(Continued)
9
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| (d) | Electric Interconnection Agreement |
The Company has an interconnection agreement with ERCOT to connect the Generation Facilities to the electrical power grid.
| (e) | Long Term Service Agreement |
Johnson and Siemens Energy, Inc. (Siemens) are parties to a long-term service agreement (Johnson LTSA) which provides outage procedures, program management services, and other maintenance services and parts for the covered units. The Johnson LTSA expires on December 31, 2040. The quarterly variable payments under the Johnson LTSA are deferred as prepaid expenses until the planned outage maintenance occurs, at which time, the cost of the planned maintenance outage will be expensed. The Company also pays an annual fixed fee subject to escalation, which is expensed.
For the three month and nine month periods ended September 30, 2025, the Company made prepayments under the Johnson LTSA of $329 thousand and $904 thousand, respectively. For the three month and nine month periods ended September 30, 2024, the Company made prepayments under the Johnson LTSA of $445 thousand and $953 thousand, respectively. For the three month and nine month periods ended September 30, 2025, the Company expensed $46 thousand and $2.7 million, respectively, related to the Johnson LTSA, recorded under Operating and maintenance expenses in the accompanying condensed consolidated statements of operations. For the three month and nine month periods ended September 30, 2024, the Company expensed $44 thousand and $133 thousand, respectively, related to the Johnson LTSA. The cumulative payments made have exceeded the cumulative costs and accordingly the net excess is reflected as a component of Prepaid expenses in the accompanying consolidated balance sheets as of September 30, 2025 and December 31, 2024, in the amounts of $475 thousand and $2.1 million, respectively.
Jack and GE International (GE) are parties to a long-term service agreement (Jack LTSA) which provides certain maintenance services and parts for the covered units. The Jack LTSA expires on December 31, 2033. The quarterly variable payments under the Jack LTSA are deferred as prepaid expenses until the planned outage maintenance occurs, at which time, the cost of the planned maintenance outage will be expensed. The Company also pays an annual fixed fee subject to escalation, which is expensed.
For the three month and nine month periods ended September 30, 2025, the Company made prepayments under the Jack LTSA of $1.3 million and $3.2 million, respectively. For the three month and nine month periods ended September 30, 2024, the Company made prepayments under the Jack LTSA of $1.1 million and $3.1 million, respectively. For the three month and nine month periods ended September 30, 2025, the Company expensed $157 thousand and $472 thousand, respectively, related to the Jack LTSA, recorded under Operating and maintenance expenses in the accompanying condensed consolidated statements of operations. For the three month and nine month periods ended September 30, 2024, the Company expensed $157 thousand and $472 thousand, respectively, related to the Jack LTSA. The cumulative payments made have exceeded the cumulative costs and accordingly the net excess is reflected as a component of Prepaid expenses in the accompanying consolidated balance sheets as of September 30, 2025 and December 31, 2024, in the amounts of $9.5 million and $6.3 million, respectively.
(Continued)
10
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| (6) | Financing Arrangements |
The company’s financing arrangements consisted of the following as of September 30, 2025 (in thousands):
| September 30, | ||||
| Loan agreement | 2025 | |||
| Term Loan | $ | 650,000 | ||
| Less: unamortized debt issuance and deferred financing costs | (8,028 | ) | ||
| Total debt | 641,972 | |||
| Less: current portion | (9,212 | ) | ||
| Long term debt | 632,760 | |||
| (a) | Credit Agreement |
On June 29, 2023 the Company executed a credit agreement with a group of lenders (the Credit Agreement). The Credit Agreement consists of the following:
| a) | a $390 million term facility (Term Loan) |
| b) | a $35 million revolving facility (Revolving Facility) |
| c) | a $45 million Letter of Credit facility (LC Facility) |
On October 3, 2024, the Company received a capital contribution of $389.1 million from Thunder. This capital contribution was specifically designated for and utilized in the repayment of the Company’s outstanding Term Loan, at which time the Credit Agreement was terminated.
(Continued)
11
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| (b) | New Credit Agreement |
On June 9, 2025, the Company entered into a credit agreement (the New Credit Agreement) with a group of lenders. The New Credit Agreement consists of the following:
| (a) | a $650 million term loan (New Term Loan), |
| (b) | a $50 revolving facility (New Revolving Facility), |
| (c) | a $50 million Letter of Credit facility (New LC Facility) |
The interest rate in effect as of September 30, 2025 for the New Revolving Facility was 7.4%.
The amortization of the debt issuance and deferred financing costs is reflected as a component of interest expense, net on the accompanying condensed consolidated statements of operations. For the three and nine months ended September 30, 2025, amortization of these costs totaled $738 thousand and $983 thousand, respectively.
As of September 30, 2025, a LOC was issued in the amount of $30.1 million. This LOC satisfies the debt service reserve requirement.
As of September 30, 2025, the Company had $50 million available under the New Revolving Facility.
| (7) | Derivative Instruments and Hedging Activities |
The Company enters into interest rate swaps to reduce its exposure to market risks from changing interest rates and commodity derivatives to reduce its exposure to market fluctuations of energy and natural gas prices. The Company is a party to the following derivative instruments:
| (a) | Commodity Derivatives |
The Company entered into various energy related derivatives to manage the commodity price risk associated with power revenues and fuel costs, including:
| a) | Power Swap Contracts which require payments to or from counterparties based upon the difference between the contract and the market price for a predetermined notional amount. These contracts are used to manage commodity price risk associated with changes in the ERCOT power prices. |
(Continued)
12
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| b) | Gas Swap Contracts which require payments to or from counterparties based upon the difference between the contract and the market price for a predetermined notional amount. These contracts are used to manage commodity price risk at multiple delivery points associated with changes in fuel prices. |
Fair Value Measurements
The following tables set forth by level within the fair value hierarchy the assets and liabilities of the Company that were accounted for at fair value on a recurring basis as of September 30, 2025 and September 30, 2024. These assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The three levels of the fair value hierarchy defined by ASC 820, Fair Value Measurements and Disclosures, are as follows:
| · | Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. |
| · | Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and agreement prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. |
| · | Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
The following table presents assets and liabilities measured and recorded at fair value on the Company’s condensed consolidated balance sheets and their level within the fair value hierarchy as of September 30, 2025 and December 31, 2024 (in thousands):
| Fair value as of September 30, 2025 | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
| Commodity Derivatives- assets | $ | - | 33,007 | - | 33,007 | ||||||||||||
| Commodity Derivatives- liabilities | - | (45,387 | ) | - | (45,387 | ) | |||||||||||
| Derivative Instruments assets (net) | $ | - | (12,380 | ) | - | (12,380 | ) | ||||||||||
(Continued)
13
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| Fair value as of December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Commodity Derivatives- assets | $ | - | 72,057 | - | 72,057 | |||||||||||
| Commodity Derivatives- liabilities | - | (50,406 | ) | - | (50,406 | ) | ||||||||||
| Derivative Instruments assets (net) | $ | - | 21,651 | - | 21,651 | |||||||||||
For the period ended September 30, 2025 and for the period ended December 31, 2024, the Company did not have any transfers between Levels 1, 2, or 3.
The following tables present information concerning the impact of derivative instruments on the accompanying condensed consolidated balance sheet and condensed consolidated statement of operations.
Impact of Derivative Instruments on the Accompanying Condensed Consolidated Balance Sheet
The following table presents the classifications and fair value of derivative instruments on the accompanying condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 (in thousands):
| September | December 31, | |||||||||
| Derivatives not designated as hedging activities: | 30, 2025 | 2024 | ||||||||
| Commodity derivatives | Assets from risk-management activities - short term | $ | 21,673 | 44,254 | ||||||
| Commodity derivatives | Assets from risk-management activities - long term | 11,334 | 27,803 | |||||||
| Commodity derivatives | Liabilities from risk-management activities - short term | (22,362 | ) | (35,611 | ) | |||||
| Commodity derivatives | Liabilities from risk-management activities - long term | (23,025 | ) | (14,795 | ) | |||||
| Total derivatives not designated as hedging activities | (12,380 | ) | 21,651 | |||||||
| Total derivatives, net (liability) asset | $ | (12,380 | ) | 21,651 | ||||||
Impact of Derivative Instruments on the Accompanying Condensed Consolidated Statements of Operations
The following table presents the classification and amount of the gains and losses on derivative instruments in the accompanying condensed consolidated statements of operations for the period ended September 30, 2025 and for the period ended September 30, 2024.
The impact of derivative instruments that have not been designated as hedging instruments (in thousands):
(Continued)
14
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| Amount of gain (loss) in income on | ||||||||||
| derivatives | ||||||||||
| Location of gain (loss) recognized | Three-months ended | Nine-months ended | ||||||||
| Instrument | in income on derivatives | September 30, 2025 | September 30, 2025 | |||||||
| Derivatives not designated as hedges | ||||||||||
| Commodity derivatives - power | Gain on risk management activities | $ | 96,171 | 157,810 | ||||||
| Commodity derivatives - gas | Loss on risk management activities | (7,925 | ) | (15,534 | ) | |||||
| Total net gain in income on derivatives | $ | 88,246 | 142,276 | |||||||
| Amount of gain (loss) in income on | ||||||||||
| derivatives | ||||||||||
| Location of gain (loss) recognized | Three-months ended | Nine-months ended | ||||||||
| Instrument | in income on derivatives | September 30, 2024 | September 30, 2024 | |||||||
| Derivatives not designated as hedges | ||||||||||
| Commodity derivatives - power | Gain on risk management activities | $ | 186,322 | 242,347 | ||||||
| Commodity derivatives - gas | Loss on risk management activities | (5,629 | ) | (16,168 | ) | |||||
| Interest rate swap | Interest expense net | (1,875 | ) | (804 | ) | |||||
| Total net gain in income on derivatives | $ | 178,818 | 225,375 | |||||||
(Continued)
15
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
Offsetting of Derivative Assets and Liabilities
The Company has not elected to present derivative assets and liabilities on the balance sheet by offsetting amounts that could be netted pursuant to agreements with the Company’s counterparties.
The following tables present the gross and net derivative assets and liabilities and shows the effect if the offsetting amounts were shown net pursuant to agreements with the Company’s counterparties on the accompanying condensed consolidated balance sheets for the period ended September 30, 2025 and for the period ended December 31, 2024 (in thousands):
| Gross amounts | ||||||||||||
| not offset in | ||||||||||||
| financial | Offsetting amounts | Net amount | ||||||||||
| statements as of | of derivative | after offset as of | ||||||||||
| September 30, | instruments as of | September 30, | ||||||||||
| 2025 | September 30, 2025 | 2025 | ||||||||||
| Assets from risk management activities | $ | 33,007 | (28,157 | ) | 4,850 | |||||||
| Liabilities from risk management activities | (45,387 | ) | 28,157 | (17,230 | ) | |||||||
| $ | (12,380 | ) | - | (12,380 | ) | |||||||
| Gross amounts | ||||||||||||
| not offset in | ||||||||||||
| financial | Offsetting amounts | Net amount | ||||||||||
| statements as of | of derivative | after offset as of | ||||||||||
| December 31, | instruments as of | December 31, | ||||||||||
| 2024 | December 31, 2024 | 2024 | ||||||||||
| Assets from risk management activities | $ | 72,057 | (48,099 | ) | 23,958 | |||||||
| Liabilities from risk management activities | (50,406 | ) | 48,099 | (2,307 | ) | |||||||
| $ | 21,651 | - | 21,651 |
| (8) | Related Party Transactions |
The Company receives certain overhead administrative and management services from an affiliate. These costs are not allocated to the Company. All other costs related to the operation and management of the Generation Facilities are reflected in the accompanying condensed consolidated statements of operations.
Certain derivative instruments are entered into by an affiliate on behalf of the Company and have been recorded in the condensed consolidated financial statements of the Company.
(Continued)
16
LINEBACKER POWER FUNDING, LLC
(A Delaware Limited Liability Company)
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the three and nine months ended September 30, 2025 and September 30, 2024
(Unaudited)
(In thousands)
| (9) | Member’s Equity |
Profits, losses, and distributions are allocated in accordance with the provisions of the Company’s Limited Liability Company agreement. For the three months period ended September 30, 2025, the Company did not make a distribution. For the nine months period ended September 30, 2025, the Company made a distribution in the amount of $693.9 million. For the three months period ended September 30, 2024, the Company made a distribution in the amount of $5.5 million, consisting of $5.5 million from excess cash flows from operations. For the nine months period ended September 30, 2024, the Company made a distribution in the amount of $196.7 million, consisting of $182.3 million from the financing of the Credit Agreement and $14.4 million from excess cash flows from operations. For the three months period ended September 30, 2025, the Company did not receive a contribution. For the nine months period ended September 30, 2025, the Company received a contribution of $11.5 million. For the three months period ended September 30, 2024, the Company did not receive a contribution. For the nine months period ended September 30, 2024, the Company received a contribution of $825 thousand.
| (10) | Commitments and Contingencies |
The Company enters into contracts in the ordinary course of business that contain various representations, warranties, indemnifications, and guarantees. Some of the agreements contain indemnities that cover the other party’s negligence or limit the other party’s liability with respect to third-party claims, in which event the Company effectively indemnifies the other party. While there is the possibility of a loss related to such representations, warranties, indemnifications, and guarantees in the contracts and such loss could be significant, the Company considers the probability of loss to be remote.
The Company, from time to time, is a party to certain other claims arising in the ordinary course of business. The Company is of the opinion that final disposition of these claims will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
17
Exhibit 99.8
CCS POWER FINANCE CO, LLC
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2025 and December 31, 2024 for the
Three and Nine-Months Periods Ended September 30, 2025
CCS POWER FINANCE CO, LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 82,915 | $ | 20,897 | ||||
| Financial assurance - short term | - | 200 | ||||||
| Trade accounts receivable, net | 26,221 | 1,928 | ||||||
| Unbilled accounts receivable | 27,543 | 12,079 | ||||||
| Other current assets | 2,408 | 3,377 | ||||||
| Total current assets | 139,087 | 38,481 | ||||||
| Financial assurance - long term | 347 | 147 | ||||||
| Property and equipment, net | 10,988 | 12,547 | ||||||
| Intangible assets, net | 105,829 | 119,078 | ||||||
| Goodwill | 126,746 | 126,746 | ||||||
| Lease Right of Use Asset | 1,557 | 1,886 | ||||||
| Other assets | 1,630 | 1,065 | ||||||
| Total assets | 386,184 | 299,950 | ||||||
| LIABILITIES AND MEMBERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Trade accounts payable | 2,184 | 2,780 | ||||||
| Accrued customer payments | 97,069 | 48,033 | ||||||
| Accrued payroll, benefits, and other | 3,457 | 5,957 | ||||||
| Debt - short term | 26,413 | 16,413 | ||||||
| Lease Liability - short term | 582 | 550 | ||||||
| Other current liabilities | 6,386 | - | ||||||
| Total current liabilities | 136,091 | 73,733 | ||||||
| Debt - long term | 81,378 | 85,494 | ||||||
| Debt due to related parties | 16,500 | 16,500 | ||||||
| Accrued liabilities due to related parties | 3,095 | 1,773 | ||||||
| Deferred tax liabilities | 17,601 | 18,407 | ||||||
| Lease Liability - long term | 1,303 | 1,705 | ||||||
| Other liabilities | 75 | 208 | ||||||
| Total liabilities | 256,043 | 197,820 | ||||||
| Members’ equity | 130,141 | 102,130 | ||||||
| Total members’ equity | 130,141 | 102,130 | ||||||
| Total liabilities and members’ equity | $ | 386,184 | $ | 299,950 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
CCS POWER FINANCE CO, LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 107,688 | $ | 45,213 | $ | 171,472 | $ | 112,869 | ||||||||
| Cost of revenue | 73,083 | 31,161 | 117,472 | 76,170 | ||||||||||||
| Gross profit | 34,605 | 14,052 | 54,000 | 36,699 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Compensation | 9,314 | 5,424 | 28,736 | 24,126 | ||||||||||||
| General & administrative | 4,127 | 2,954 | 10,044 | 9,971 | ||||||||||||
| Amortization & depreciation | 5,876 | 5,816 | 17,224 | 16,652 | ||||||||||||
| Related party advisory fees | - | - | - | 10 | ||||||||||||
| Transaction & other expenses | 315 | 801 | 767 | 1,738 | ||||||||||||
| Operating income (loss) | 14,973 | (943 | ) | (2,771 | ) | (15,798 | ) | |||||||||
| Interest expense | 3,256 | 3,504 | 9,973 | 9,827 | ||||||||||||
| Income (loss) before income taxes | 11,717 | (4,447 | ) | (12,744 | ) | (25,625 | ) | |||||||||
| Provision for income tax expense (benefit) | (259 | ) | (591 | ) | (755 | ) | (1,116 | ) | ||||||||
| Net income (loss) | $ | 11,976 | $ | (3,856 | ) | $ | (11,989 | ) | $ | (24,509 | ) | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CCS POWER FINANCE CO, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
(IN THOUSANDS)
| Total Members’ | ||||
| Equity | ||||
| Balance at December 31, 2024 | $ | 102,130 | ||
| Net loss | (13,551 | ) | ||
| Balance at March 31, 2025 | $ | 88,579 | ||
| Net loss | (10,414 | ) | ||
| Balance at June 30, 2025 | $ | 78,165 | ||
| Contribution | 40,000 | |||
| Net income | 11,976 | |||
| Balance at September 30, 2025 | $ | 130,141 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CCS POWER FINANCE CO, LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
| Nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net (loss) | $ | (11,989 | ) | $ | (24,509 | ) | ||
| Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | ||||||||
| Amortization & depreciation | 17,224 | 16,652 | ||||||
| Amortization of operating lease right-of-use assets | 329 | 522 | ||||||
| Amortization of debt issuance costs | 834 | 834 | ||||||
| Deferred taxes | (806 | ) | (1,168 | ) | ||||
| Changes in operating assets & liabilities: | ||||||||
| Trade accounts receivable, net and unbilled accounts receivable | (39,757 | ) | (14,213 | ) | ||||
| Other current assets | 969 | 7 | ||||||
| Financial assurance short and long term | - | 646 | ||||||
| Other assets | (565 | ) | (967 | ) | ||||
| Trade accounts payable | (596 | ) | 4,296 | |||||
| Accrued customer payments | 49,036 | (1,378 | ) | |||||
| Accrued payroll, benefits, and other | (2,500 | ) | (6,905 | ) | ||||
| Other current liabilities | 6,418 | (138 | ) | |||||
| Accrued liabilities due to related parties | 1,322 | 1,348 | ||||||
| Other liabilities | (535 | ) | (1,262 | ) | ||||
| Net cash provided by (used in) operating activities | 19,384 | (26,235 | ) | |||||
| Cash flows from investing activities | ||||||||
| Capital expenditures | (2,416 | ) | (3,845 | ) | ||||
| Net cash used in investing activities | (2,416 | ) | (3,845 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from capital contribution | 40,000 | - | ||||||
| Issuance of related party debt | - | 5,940 | ||||||
| Borrowing under revolving credit facility | 10,000 | 6,000 | ||||||
| Principal repayment | (4,950 | ) | (4,700 | ) | ||||
| Distributions | - | (5,847 | ) | |||||
| Net cash provided by financing activities | 45,050 | 1,393 | ||||||
| Net change in cash and cash equivalents | 62,018 | (28,687 | ) | |||||
| Cash and cash equivalents at beginning of period | 20,897 | 34,359 | ||||||
| Cash and cash equivalents at end of period | $ | 82,915 | $ | 5,672 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 1—Description of Business and basis of consolidation
Description of Business – Enerwise Global Technologies, LLC d/b/a CPower (hereinafter “we”, “us”, “our”, “Enerwise”) is a Delaware Limited Liability Corporation. Enerwise provides intelligent energy management solutions to utilities, independent system operators (“ISOs”) and regional transmission organizations (“RTO”) that manage programs and/or auctions in which commercial and industrial (“C&I”) customers participate. The Enerwise solutions are delivered through the management of C&I megawatts in open and regulated markets.
On December 21, 2018, Enerwise and its parent company, CPower Holdings, LLC entered into a Stock Purchase Agreement (the “Acquisition Agreement”) with CPower Acquisition Company, LLC (“CPower A”) whereby all outstanding shares were acquired by CPower A, which represented a transfer of ownership.
Effective January 31, 2019 Enerwise Global Technologies d/b/a CPower converted from a Delaware Corporation to a Delaware Limited Liability Company.
On February 1, 2019, CPower A transferred 98% common ownership interest of Enerwise to CCS Power Finance Co, LLC (“Power Finance”) which constituted a common control transaction under Accounting Standards Codification (ASC) 805 Business Combinations, as the two entities are under the control of the same parent. The transfer of ownership was recorded at historical cost and the condensed consolidated financial statements include Enerwise activity commencing on January 1, 2019.
Principles of Consolidation – The condensed consolidated financial statements include the accounts of CCS Power Finance Co., LLC, CCS Acquisition Holdco, LLC, CPower Acquisition Company, LLC and Enerwise Global Technologies, LLC d/b/a CPower (collectively referred to as the “Company”) and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Intercompany transactions and balances are eliminated upon consolidation.
Note 2—Significant accounting policies
Basis of presentation – The interim condensed consolidated financial statements have been prepared without audit, in accordance with the U.S. generally accepted accounting principles (U.S. GAAP). Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted as permitted by such rules and regulations. All normal recurring adjustments have been included, and intercompany transactions have been eliminated in the interim condensed consolidated financial statements. Management believes the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. These interim condensed consolidated statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2024. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.
6
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 2—Significant accounting policies (continued)
Use of estimates – The preparation of condensed consolidated financial statements in conformity with U.S. GAAP, which requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Significant estimates include the valuation of intangible assets resulting from acquisitions, provisions required for allowance for doubtful accounts, non-collectible accounts receivable, revenues, accrued customer payments, and tax reserves.
The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates.
Cash and cash equivalents – The Company considers cash equivalents to be all highly liquid investments with an original maturity of three months or less when purchased. Cash and cash equivalents consist of cash deposited in banks.
Financial assurance - The Company maintains funds in conjunction with open markets to collateralize the performance of its positions. The balances are deposited directly with the ISOs, RTOs, utilities, their designated agent or through letters of credit. These amounts have been classified on the condensed consolidated balance sheet as short term or long term based on the underlying restriction.
Allowance for doubtful accounts – The Company reviews the outstanding accounts receivable on a monthly basis, as well as uncollectable account adjustments experienced in the past, and establishes an allowance for doubtful accounts when necessary. Account balances are reduced against the allowance for doubtful accounts when the Company determines it is probable the receivable will not be recovered.
Property and equipment, net – Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the depreciable assets. Leasehold improvements are depreciated over the shorter of the lease term or useful life. Improvements are capitalized while repairs and maintenance are expensed as incurred. Costs associated with internally developed software are recorded in Work in Progress subcategory and reclassified to Software subcategory once ready for its intended use. Balances of major classes of property and equipment are as follows (in thousands):
| Estimated | September 30, | December 31, | ||||||||
| Useful Life | 2025 | 2024 | ||||||||
| Property and equipment | ||||||||||
| Equipment | 3 | $ | 650 | $ | 504 | |||||
| Software | 3 | 24,144 | 18,430 | |||||||
| Furniture & Fixtures | 5 | 2 | 2 | |||||||
| Leasehold Improvements | 3-10 | 205 | 205 | |||||||
| Work in Progress | N/A | 838 | 4,282 | |||||||
| Total | 25,839 | 23,423 | ||||||||
| Less accumulated depreciation | (14,851 | ) | (10,876 | ) | ||||||
| Property and equipment, net | $ | 10,988 | $ | 12,547 | ||||||
7
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 2—Significant accounting policies (continued)
Risks and uncertainties – The Company’s performance is subject to a variety of factors, including the economy, the regulatory environment, and the electricity markets. As with any operations within the power and utilities industry, the Company is subject to risk, including customer performance, market and regulatory compliance, operator error, or catastrophic events such as fires, earthquakes, floods, extreme weather, explosions, pandemics or other similar occurrences affecting a power supply and demand. The occurrence of any of these events could significantly impact the revenues generated or significantly increase the expenses incurred.
Fair value of financial instruments – The Company uses financial instruments in the normal course of business, including Cash and cash equivalents, Financial assurance, Trade accounts receivable, Unbilled accounts receivable, Trade accounts payable, Accrued customer payments, and Accrued payroll, benefits and other. The carrying values of these financial instruments approximate their respective fair values at the Condensed Consolidated Balance Sheet date due to the short-term maturity of these assets and liabilities.
ASC 820, Fair Value Measurements and Disclosures describe three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and agreement prices for the underlying instruments, as well as other relevant economic measures. Substantially all assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
Revenue recognition and cost of revenue – The Company derives the majority of its revenues from participation in utility, RTO, or ISO programs, which require the Company to provide electric capacity through demand reduction when a utility, RTO, or ISO calls an event to curtail electrical usage. Revenues are earned based on the Company’s ability to deliver capacity. In order to provide capacity, the Company manages a portfolio of C&I end users’ electric loads. Capacity amounts are verified through the results of actual events or tests, which take place throughout the calendar year. Cash payments are received from RTOs, ISOs, and utilities for participation throughout the year.
8
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 2—Significant accounting policies (continued)
Within certain markets, the Company may utilize the incremental auctions held prior to the commencement of the delivery year or may enter into bilateral agreements with other market demand or supply-side providers to fulfill a portion of the megawatts previously awarded (“Wholesale Capacity”). If the Company is released from its obligations to fulfill commitment through an auction or a bilateral agreement, the Company recognizes revenue net of related cost of revenue over the delivery year.
The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers, (referred collectively herein as “Topic 606”). The Company applies the invoicing practical expedient to recognize revenues, except in circumstances where the invoiced amount does not represent the value transferred to the customer. Revenues derived from Wholesale Capacity are presented net of costs.
Disaggregated revenue by type for the three months ended September 30, 2025 and September 30, 2024 and the nine months ended September 30, 2025 and September 30, 2024 was as follows (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Demand Response | $ | 106,620 | $ | 46,718 | $ | 171,569 | $ | 116,136 | ||||||||
| Wholesale Capacity | 1,068 | (1,505 | ) | (927 | ) | (3,267 | ) | |||||||||
| Other | - | - | 830 | - | ||||||||||||
| Total Revenues | $ | 107,688 | $ | 45,213 | $ | 171,472 | $ | 112,869 | ||||||||
Impairment of long-lived assets – The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount should be assessed by comparing their carrying value to the undiscounted estimated future net operating cash flows expected to be derived from such assets. If such evaluation indicates a potential impairment, a discounted cash flow analysis is used to measure fair value in determining the amount of these assets that should be written off. During the years ended December 31, 2024 and December 2023, no impairment charges were recognized.
Income taxes - Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed consolidated financial statements’ carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized. Management has evaluated all other tax positions that could have a significant effect on the condensed consolidated financial statements and determined the Company has no uncertain income tax positions at September 30, 2025 and December 31, 2024. Accordingly, no related penalties or interest were recognized in the condensed consolidated financial statements.
9
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 2—Significant accounting policies (continued)
Recent Accounting Pronouncements
In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires certain quantitative rate reconciliation disclosures for public entities. Additionally, this ASU requires all entities to disclose income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of the standard on the Company’s condensed consolidated financial statements.
Note 3—Intangible Assets and Goodwill
The Company’s intangible assets, as of September 30, 2025 and December 31, 2024, consisted of the following (in thousands):
| Estimated Useful | September 30, | December 31, | ||||||||
| Life (in Years) | 2025 | 2024 | ||||||||
| Customer and Partner Relationships | 12 | $ | 174,990 | $ | 174,990 | |||||
| Trade Name | 20 | 25,000 | 25,000 | |||||||
| Developed Technology | 12 | 22,000 | 22,000 | |||||||
| Total Intangibles | 221,990 | 221,990 | ||||||||
| Accumulated Amortization | (116,161 | ) | (102,912 | ) | ||||||
| Intangibles, net | $ | 105,829 | $ | 119,078 | ||||||
| Goodwill | $ | 126,746 | $ | 126,746 | ||||||
The Company amortizes intangible assets using the straight-line method and reviews for impairment if it determines there was a triggering event. The Company recorded $4,416 thousand of intangible amortization expense for the three months ended September 30, 2025 and September 30, 2024. The Company recorded $13,249 thousand of intangible amortization expense for the nine months ended September 30, 2025 and September 30, 2024. These amounts are included in Amortization and depreciation in the Condensed Consolidated Statements of Operations. Estimated aggregate intangible amortization expense for each of the next five years is $17,666 thousand.
Goodwill is not amortized but is tested for impairment annually, during the fourth quarter, and when events or changes in circumstances indicate that the carrying value may not be recoverable.
Note 4—Accounts receivable, net
Trade accounts receivable, net of the allowance for doubtful accounts of $0 thousand, as of September 30, 2025 and December 31, 2024 totaled $26,221 thousand and $1,928 thousand, respectively. The balances represent revenues earned and invoiced or with a right to invoice. The balances primarily consist of amounts owed to the Company from the Utility, ISO or RTO. Certain reserve amounts have been reclassified to Other current liabilities for consistency with the current year presentation. These reclassifications had no effect on the reported results of condensed consolidated statement of operations.
10
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 4—Accounts receivable, net (continued)
Unbilled accounts receivable as of September 30, 2025 and December 31, 2024 totaled $27,543 thousand and $12,079 thousand, respectively. Unbilled accounts receivable represents amounts that the Company will invoice pursuant to the Company’s future billings for services rendered though the balance sheet date.
Note 5—Income taxes
The Company utilizes the asset and liability method of accounting for income taxes. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss carryforwards.
Effective January 31, 2019 Enerwise Global Technologies d/b/a CPower converted from a Delaware Corporation to a Delaware Limited Liability Company, taxed as a partnership and considered a pass-through entity for tax purposes.
Under ASC Topic 740, Enerwise Global Technologies, LLC recognized the effect of the change in tax status on the net deferred tax assets and liabilities as of January 31, 2019. As a result, Enerwise’s parent company CPower Acquisition Company, LLC, which is taxed as a C Corporation, recognized deferred tax assets and liabilities from its interest in Enerwise Global Technologies, LLC and its assumption of certain of its tax attributes. CCS Power Finance Co, LLC is a disregarded entity for tax purposes. The provision for income taxes reflects the activity of its subsidiaries, as described in Note 1, Description of Business and Basis of Consolidation.
The income tax provision consisted of the following:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Income/(Loss) before income taxes | (1,028 | ) | (4,282 | ) | (3,162 | ) | (6,845 | ) | ||||||||
| Income tax expense/(benefit) | (262 | ) | (731 | ) | (806 | ) | (1,169 | ) | ||||||||
| Effective income tax rate | 25.5 | % | 17.1 | % | 25.5 | % | 17.1 | % | ||||||||
The income tax provision represents the stand-alone income activity for CCS Acquisition Holdco LLC, which is consolidated under CCS Power Finance Co LLC.
For the three and nine months ended September 30, 2025, the effective tax rate was higher than the statutory rate of 21% primarily due to the state tax expense. The 2025 effective tax rate was higher primarily due to the change in state apportionment and increased state tax expense.
For the three and nine months ended September 30, 2024, the effective tax rate was lower than the statutory rate of 21% primarily due to a permanent difference related to intercompany loan interest expense. Three months ended September 30, 2024 income tax benefit includes the rate change adjustment from the Q2 2024 effective tax rate.
11
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 5—Income taxes (continued)
As of December 31, 2024, the Company had determined no liabilities for uncertain tax positions should be recorded. The Company’s tax years ended December 31, 2021 through December 31, 2024 are subject to examination by the federal and state tax authorities.
Note 6—Accrued customer payments and trade accounts payable
Accrued customer payments as of September 30, 2025 and December 31, 2024 consisted of program participant payments. The Company pays participants within a specified period after receipt of payment from the utility, ISO or RTO.
Trade accounts payable as of September 30, 2025 and December 31, 2024 consisted of vendor payables and trade accruals. The Company pays vendors within a specified period, typically within 30 days of invoice date.
Note 7—Concentrations of credit risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of Cash, Financial assurance, Trade accounts receivable, and Unbilled accounts receivable. Cash accounts are generally held at major financial institutions. Financial assurance, Trade accounts receivable, and Unbilled accounts receivable is concentrated within Utility, ISO, RTO. This industry concentration may impact the Company’s overall exposure to credit risk, either positively or negatively, in that these entities may be similarly affected by changes in economic, industry or other conditions.
Financial assurance, Trade accounts receivable, and Unbilled accounts receivable are concentrated within entities engaged in the energy industry. These industry concentrations may impact the Company’s overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic, industry or other conditions.
As of and for the years ended September 30, 2025 and December 31, 2024, three ISOs/RTOs/utilities accounted for 80% and 71% of revenues, and 73% and 59% of accounts receivable, respectively. Loss of revenues from any of these ISOs/RTOs/utilities would be material to the Company’s operations.
Note 8—Borrowings and credit agreements
On May 17, 2019, the Company entered into a credit agreement with a group of lenders (Credit Agreement) which was funded on the same date. The Credit Agreement consists of the following:
| a) | a $120,000 thousand five-year term loan (the Term Loan); and |
| b) | a $20,000 thousand five-year revolving credit facility (the Revolver) used to (i) finance working capital and for general corporate purposes, (ii) support obligations under certain agreements and (iii) satisfy certain collateral requirements with respect to maintenance and operations. |
12
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 8—Borrowings and credit agreements (continued)
The interest rates on outstanding loans under the Credit Agreement were adjusted for each interest period based on an election made by the company between 1) adjusted Eurodollar rate plus a spread of 3.50% and 2) Alternate Base Rate. The Alternate Base Rate was defined as the greatest of the following plus a spread of 2.50%: (a) Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1.00%, and (c) Adjusted Eurodollar Rate in effect on such day plus 1.00%; Base Rate is the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1.00%, and (c) Adjusted Eurodollar Rate in effect on such day plus 1.00%. The elections and interest rates were determined on a monthly basis. Mandatory amortization of the Term Loan ranged from 0.50% to 3.50% of the original outstanding principal amount, payable quarterly.
On April 14, 2022, the Company executed an amendment to the existing Credit Agreement (“Amended Credit Agreement”) whereby maturity has been extended until December 31, 2026, and an additional $180,000 thousand of commitment under the Revolver is made available for issuance of letters of credit to provide credit support to contractual counterparties or other similar payment or performance assurance. Debt issuance costs totaled $4,458 thousand.
The interest rates on outstanding loans under the Amended Credit Agreement are adjusted for each interest period based on an election made by the company, which historically has been on a monthly basis, between (a) ABR Borrowing defined as Base Rate plus 2.25% and (b) SOFR Borrowing defined as Adjusted Term SOFR plus 3.25%. ABR is defined as the greatest (a) the rate that the Administrative Agent announces from time to time as its prime or base commercial lending rate, as in effect from time to time or (b) the sum of (i) the Federal Funds Effective Rate in effect on such day plus (ii) 0.50% and (c) the sum of (i) the Adjusted Term SOFR for a one-month tenor in effect on such day plus (ii) 1.00%. Adjusted Term SOFR is defined as SOFR reference rate for a tenor comparable to the applicable interest period plus 0.07% for a one month election. The interest rate in effect at September 30, 2025 and December 31, 2024 for the Term Loan and Revolver is 7.64% and 7.89% respectively. Interest is payable on the Term Loan and Revolver on a monthly basis.
As of September 30, 2025 and December 31, 2024, there were $89,181 thousand and $94,131 thousand outstanding under the Term Loan, respectively, and $20,000 thousand and $10,000 thousand outstanding under the Revolver. As of September 30, 2025 and December 31, 2024, $64,600 thousand and $48,975 thousand, respectively, of the Revolver have been used to issue standby letters of credit to collateralize performance of the Company’s positions with ISOs, RTOs, and utilities in which it operates. As such, the amount available under the Revolver is $115,400 and $141,025 as of September 30, 2025 and December 31, 2024. See Note 9 – Commitments and Contingencies. The Credit Agreement contains certain financial, affirmative and negative covenants, the Company was in compliance with all covenants throughout 2025 and 2024. On May 7, 2025, the Company obtained a waiver from its lenders related to a financial covenant under the Amended Credit Agreement for the quarter ending on June 30, 2025.
13
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 8—Borrowings and credit agreements (continued)
Pursuant to the Amended Credit Agreement and driven by PJM base residual capacity prices for the 2023/2024 delivery year, the Company’s parent CCS Intermediate Holdco, LLC, which is indirectly majority owned by CCS Class A Member, LLC a wholly owned subsidiary of LS Power Equity Partners IV, LP, is required to make an equity contribution totaling $16,500 thousand, in equal installments over a 12 month period commencing in June 2023. To fulfill this equity contribution obligation, CCS Intermediate Holdco, LLC entered into a related party subordinated loan with the Company. See Note 10 – Related Party Transactions. As of September 30, 2025 and December 31, 2024, CCS Intermediate Holdco, LLC, has made $0 thousand and $5,940 thousand, respectively, in total contributions to the Company.
Note 9—Commitments and contingencies
Guarantees – The Company has guaranteed the electrical capacity it has committed to deliver pursuant to certain long-term contracts or open market biddings with ISOs, RTOs and utilities. Such guarantees may be secured by cash, letters of credit, performance bonds, or third-party guarantees.
Off-balance sheet arrangements - Standby letters of credit
In the ordinary course of business, the Company has entered into collateral arrangements in the form of standby letters of credit issued under its Revolver, in favor of the ISOs, RTOs and utilities with which it operates. At September 30, 2025 and December 31, 2024, these collateral arrangements totaled $64,600 thousand and $48,975 thousand, respectively.
Note 10—Related party transactions
The Company is indirectly majority owned by CCS Class A Member, LLC, which is a wholly owned subsidiary of LS Power Equity Partners IV, LP (“LS Power”). LS Power is a related party to an agreement with provisions for repayment of travel and certain administrative and legal expenses. Expenses related to these provisions for the three months and nine month ended September 30, 2025 both totaled $0 thousand, recorded in Related party advisory fees on the Condensed Consolidated Statement of Operations.
On June 30, 2023, the Company entered into a subordinated loan agreement with the Company’s parent CCS Intermediate Holdco, LLC, which is indirectly majority owned by CCS Class A Member, LLC to receive equity contributions pursuant to the Amended Credit Agreement. See Note 8 – Borrowings and credit agreements. The principal amount of the subordinated loan totals $16,500 thousand. The note bears interest of 9.25% per annum and matures on March 31, 2027. As of September 30, 2025, the subordinated loan payable balance consisted of $16,500 thousand principal outstanding plus $3,095 thousand in accrued interest. As of December 31, 2024, the subordinated loan payable balance consisted of $16,500 thousand principal outstanding plus $1,773 thousand in accrued interest.
Certain members of management have loans with an affiliate of the Company for the purchase of stock in that affiliate. The loans are full recourse loans and are not recorded in the Company’s financial statements as the Company is not a party to those loans.
14
CCS POWER FINANCE CO, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025 AND DECEMBER 31, 2024
Note 10—Related party transactions (continued)
Members of management of Enerwise have been awarded incentive units in CCS Power Holdings, LLC. Such units vest upon change of control as defined by the incentive agreement, which as of September 30, 2025 is deemed remote, accordingly no fair value has been assigned to such units and thus no expense has been recorded for these units.
Note 11 - Equity
In accordance with the Power Finance LLC agreement, the Company is permitted to make distributions to its parent at the parent’s discretion, while maintaining compliance with the Amended Credit Agreement. Distributions for the years ended September 30, 2025 and December 31, 2024 totaled $0 thousand and $5,847 thousand, respectively.
On August 13, 2025, LS Power contributed $40,000 thousand as a cash contribution to CCS Finance Co., LLC. The contribution was recorded as an increase to members’ equity and is reflected in these condensed consolidated financial statements.
Note 12—Subsequent events
In preparing these condensed consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through November 14, 2025, the date these condensed consolidated financial statements were available to be issued. The Company has concluded that no subsequent events have occurred that would require recognition or disclosure in the condensed consolidated financial statements.
15
EXHIBIT 99.9
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information is presented by NRG Energy, Inc. (“NRG” or the “Company”) to illustrate the estimated effects of the previously completed acquisition of six power generation facilities from Texas-based Rockland Capital, LLC (the “Texas Generation Portfolio”) and the acquisition of a portfolio of natural gas generation facilities and a commercial and industrial virtual power plant (“C&I” VPP) from LS Power (the “LS Power Portfolio”), together (“the Acquisitions”), and certain other related transactions and adjustments described below (collectively, the “Transactions Accounting Adjustments”).
Previously Completed Acquisition of Texas Generation Portfolio
On April 10, 2025, NRG acquired all of the ownership interests of six power generation facilities from Rockland Capital, LLC, adding 738 MW of natural gas-fired assets in Texas to its portfolio, for $560 million in cash, less $2 million in working capital adjustments. The acquisition enhances NRG’s integrated supply strategy with critical peaking and baseload capacity in key load zones across Texas.
The acquisition of the Texas Generation Portfolio has been recorded as a business combination under Accounting Standards Codifications 805, “Business Combination” (“ASC 805”) with identifiable assets acquired and liabilities assumed recorded at their estimated fair values on the acquisition date.
Acquisition of LS Power Portfolio
On January 30, 2026, NRG completed the acquisition of the LS Power Portfolio, pursuant to the Purchase and Sale Agreement (the “Purchase Agreement”) dated as of May 12, 2025 by and among the Company, NRG East Generation Holdings LLC, NRG Texas LLC, NRG Demand Response Holdings LLC, NRG Gas Development Company, LLC (all of which are subsidiaries of the Company) and Lightning Power Holdings, LLC, Thunder Generation, LLC, CCS Power Holdings, LLC and Linebacker Power Development Funding, LLC (all of which were affiliates of LS Power Equity Advisors, LLC). Pursuant to the Purchase Agreement, NRG acquired all of the issued and outstanding equity interests of Lightning Power, LLC (“Lightning”)1, Linebacker Power Holdings, LLC (“Linebacker”)2, CCS Intermediate HoldCo, LLC (“CCS”)3 and Jack County Power Development, LLC (“JCPD”)4. The LS Power Portfolio includes 18 natural gas-fired facilities totaling approximately 13 GW of capacity, located across nine states, as well as CPower, a leading C&I VPP with approximately 6 GW of capacity with more than 2,000 commercial and industrial customers.
1 The pro forma financial information for Lightning was prepared using the financial statements of Lightning Power, LLC beginning August 9, 2024 and the financial statements of Fund III Projects (as defined below) and Gridiron Intermediate Holdings, LLC (“Gridiron”) from January 1, 2024 to August 8, 2024. The “Fund III Projects” are comprised of the operations and assets held by Granite Generation, LLC, Helix Gen Funding, LLC, Ocean State Power LLC, and Rise Light & Power, LLC.
2 Linebacker Power Holdings, LLC (one of the acquired entities) owns Linebacker Power Funding, LLC. The pro forma financial information was prepared using the available audited and unaudited financial statements of Linebacker Power Funding, LLC. Differences between the two entities include affiliate billings and certain incremental general and administrative costs and are immaterial to the pro forma information.
3 CCS Intermediate Holdco, LLC (one of the acquired entities) owns CCS Power Finance Co, LLC (“CPower”). The pro forma financial information was prepared using the available audited and unaudited financial statements of CPower. Differences between the two entities include immaterial affiliate billings and certain immaterial incremental general and administrative costs. Removal of intercompany note of $16.5 million between the two entities and its related impact on the pro forma information is included in the pro forma Transactions Accounting Adjustments.
4 The pro forma financial information does not include the estimated effects from the acquisition of Jack County Power Development, LLC, as audited and unaudited financial statements for that entity are not available and the effects of that entity are immaterial to the pro forma information.
1
Subject to the terms and conditions of the Purchase Agreement, the purchase price for the transaction consists of 24,250,000 shares of common stock of the Company, par value of $0.01 per share (the “Stock Consideration”), and $6.4 billion plus preliminary working capital and certain other adjustments of $0.5 billion in cash (the “Cash Consideration”). As part of the transaction, NRG also assumed approximately $3.2 billion of debt.
In connection with the Purchase Agreement , NRG entered into a commitment letter for a 364-day Senior Secured Bridge Facility (the “Bridge Facility”) in a principal amount not to exceed $4.4 billion for the purposes of paying a portion of the Cash Consideration for the acquisition and paying fees and expenses in connection with the acquisition. The Bridge Facility was terminated on October 8, 2025, subsequent to obtaining permanent financing.
Pro Forma Financial Information
The unaudited pro forma combined balance sheet as of September 30, 2025 combines the historical consolidated balance sheet of NRG and the historical balance sheets of the LS Power acquired entities (as listed below) after giving effect to the acquisition of the LS Power Portfolio and the related transactions, as if they had occurred on September 30, 2025. The unaudited pro forma combined balance sheet does not include the Acquisition Accounting Adjustments for the acquisition of the Texas Generation Portfolio as they are already reflected in the historical balance sheet of NRG. The unaudited pro forma combined statements of operations for the year ended December 31, 2024, and the nine months ended September 30, 2025, combine the historical consolidated statements of operations of NRG, the historical results of Texas Generation Portfolio and the historical statements of operations of the LS Power acquired entities (as listed below), after giving effect to the Transactions Accounting Adjustments, as if they had occurred on January 1, 2024. For the period ended September 30, 2025, the historical results of the Texas Generation Portfolio include the period prior to NRG’s acquisition of the Texas Generation Portfolio on April 10, 2025. We refer to these unaudited pro forma combined balance sheet and unaudited pro forma combined statements of operations as the “pro forma financial information”.
The pro forma financial information has been prepared by NRG for illustrative and informational purposes only, in accordance with Regulation S-X Article 11, Pro Forma Financial Information. The pro forma financial information is based on the Transactions Accounting Adjustments and assumptions and is not necessarily indicative of what NRG’s consolidated statements of operations or consolidated balance sheet actually would have been had the Transactions Accounting Adjustments been completed as of the dates indicated, or what they will be for any future periods. The pro forma financial information does not purport to project the future financial position or operating results of NRG following the completion of the Acquisitions and the related transactions. The pro forma financial information does not reflect any revenue enhancements, cost savings, operating synergies or restructuring costs that may be achievable or incurred prospectively in connection with the Acquisitions and the related transactions.
2
The pro forma financial information for the acquisition of the LS Power Portfolio has been prepared using the acquisition method of accounting under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) with NRG being the accounting acquirer in the acquisition. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values as of the acquisition date, and any excess value of the consideration transferred over the net assets will be recognized as goodwill. The Company has made a preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the assumed acquisition date based on NRG’s preliminary valuation of the tangible and intangible assets acquired and liabilities assumed using information currently available. Differences between these preliminary estimates, which were made solely for the purpose of this pro forma financial information, and the final acquisition accounting will occur and these differences could have a material impact on the accompanying pro forma financial information.
The purchase price for the acquisition of the LS Power Portfolio consists of Cash Consideration of $6.4 billion plus preliminary working capital and certain other adjustments of $0.5 billion, and Stock Consideration of 24,250,000 shares of common stock of the Company, par value of $0.01 per share.
The pro forma financial information gives effect to the following sources of funds to satisfy the Cash Consideration:
| · | proceeds of $3.6 billion from newly-issued unsecured corporate debt, net of issuance costs; |
| · | proceeds of $743 million from newly-issued secured corporate debt, net of issuance costs; and |
| · | proceeds of $2.5 billion from the Company’s Revolving Credit Facility. |
The pro forma financial information should be read in conjunction with the accompanying explanatory notes. In addition, the pro forma financial information is derived from and should be read in conjunction with the following historical financial statements and the related notes of NRG and the LS Power acquired entities as listed below:
NRG Financial Statements:
| · | audited consolidated financial statements of NRG as of and for the fiscal year ended December 31, 2024 and the related notes included in NRG’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 26, 2025; |
| · | unaudited condensed financial statements of NRG as of and for the nine months ended September 30, 2025 and 2024 and the related notes included in NRG’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed on November 6, 2025; |
LS Power Acquired Entities’ Financial Statements:
Lightning
| · | audited consolidated financial statements of Lightning Power, LLC and its subsidiaries as of December 31, 2024 and for the period August 9, 2024 to December 31, 2024 and the related notes, which are included as Exhibit 99.2 to NRG’s current Report on Form 8-K filed on September 24, 2025; |
| · | unaudited condensed consolidated financial statements of Lightning Power, LLC and its subsidiaries as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and the related notes, which are included as Exhibit 99.2 to this current Report on Form 8-K/A; |
3
Fund III Projects and Gridiron:
| · | audited combined financial statements of Fund III Projects for 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 99.4 to NRG’s current Report on Form 8-K filed on September 24, 2025; |
| · | audited consolidated financial statements of Gridiron Intermediate Holdings, LLC and subsidiaries for 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 99.6 to NRG’s current Report on Form 8-K filed on September 24, 2025; |
Linebacker
| · | audited consolidated financial statements of Linebacker Power Funding, LLC and subsidiaries as of December 31, 2024 and 2023, the year ended December 31, 2024, the period of June 12, 2023 to December 31, 2023, and the related notes, which are included as Exhibit 99.8 to NRG’s current Report on Form 8-K filed on September 24, 2025; |
| · | unaudited condensed consolidated financial statements of Linebacker Power Funding, LLC and subsidiaries as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 and the related notes, which are included as Exhibit 99.6 to this current Report on Form 8-K/A; |
CPower
| · | audited consolidated financial statements of CCS Power Finance Co, LLC as of and for the fiscal year ended December 31, 2024 and 2023 and the related notes, which are included as Exhibit 99.10 to NRG’s current Report on Form 8-K filed on September 24, 2025; |
| · | unaudited condensed consolidated financial statements of CCS Power Finance Co, LLC as 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, which are included as Exhibit 99.8 to this current Report on Form 8-K/A; |
4
NRG ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2025
| Historical | Transaction Accounting | |||||||||||||||||||||||||||||
| LS Power Portfolio | Adjustments | |||||||||||||||||||||||||||||
| (In millions) | NRG | Lightning
as Reclassified (Note 3) | Linebacker as Reclassified (Note 4) | CPower
as Reclassified (Note 5) | Acquisition Accounting Adjustments | Financing Transactions Adjustments | Notes | Pro
Forma Combined | ||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||
| Current Assets | ||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 732 | $ | — | $ | — | $ | 83 | $ | (6,851 | ) | $ | 6,851 | 7(a) | $ | 815 | ||||||||||||||
| Funds deposited by counterparties | 323 | — | — | — | — | — | 323 | |||||||||||||||||||||||
| Restricted cash | 30 | 70 | 117 | — | — | — | 217 | |||||||||||||||||||||||
| Accounts receivable, net | 3,332 | 132 | 27 | 54 | (76 | ) | — | 7(b)(f) | 3,469 | |||||||||||||||||||||
| Inventory | 452 | 127 | 38 | — | — | — | 617 | |||||||||||||||||||||||
| Derivative instruments | 1,928 | 452 | 22 | — | — | — | 2,402 | |||||||||||||||||||||||
| Cash collateral paid in support of energy risk management activities | 358 | — | — | — | — | — | 358 | |||||||||||||||||||||||
| Prepayments and other current assets | 969 | 79 | 20 | 2 | — | (21 | ) | 7(c) | 1,049 | |||||||||||||||||||||
| Total current assets | 8,124 | 860 | 224 | 139 | (6,927 | ) | 6,830 | 9,250 | ||||||||||||||||||||||
| Property, plant and equipment, net | 3,396 | 6,489 | 675 | 11 | 4,436 | — | 15,007 | |||||||||||||||||||||||
| Other Assets | ||||||||||||||||||||||||||||||
| Equity investments in affiliates | 48 | — | — | — | — | — | 48 | |||||||||||||||||||||||
| Operating lease right-of-use assets, net | 139 | 27 | — | 2 | — | — | 168 | |||||||||||||||||||||||
| Goodwill | 5,015 | 128 | — | 127 | 1,442 | — | 7(d) | 6,712 | ||||||||||||||||||||||
| Customer relationships, net | 1,294 | — | — | — | 250 | — | 7(e) | 1,544 | ||||||||||||||||||||||
| Other intangible assets, net | 1,137 | 31 | — | 106 | (47 | ) | — | 7(e) | 1,227 | |||||||||||||||||||||
| Derivative instruments | 1,486 | 417 | 11 | — | — | — | 1,914 | |||||||||||||||||||||||
| Deferred income taxes | 1,855 | — | — | — | — | — | 1,855 | |||||||||||||||||||||||
| Other non-current assets | 1,477 | 136 | — | 1 | (136 | ) | — | 7(f) | 1,478 | |||||||||||||||||||||
| Total other assets | 12,451 | 739 | 11 | 236 | 1,509 | — | 14,946 | |||||||||||||||||||||||
| Total Assets | $ | 23,971 | $ | 8,088 | $ | 910 | $ | 386 | $ | (982 | ) | $ | 6,830 | $ | 39,203 | |||||||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY/MEMBER’S EQUITY | ||||||||||||||||||||||||||||||
| Current Liabilities | ||||||||||||||||||||||||||||||
| Current portion of long-term debt and finance leases | $ | 777 | $ | 8 | $ | 9 | $ | 26 | $ | 4 | $ | 2,494 | 7(g) | $ | 3,318 | |||||||||||||||
| Current portion of operating lease liabilities | 36 | 1 | — | 1 | — | — | 38 | |||||||||||||||||||||||
| Accounts payable | 2,319 | 30 | 14 | 2 | (59 | ) | — | 7(b) | 2,306 | |||||||||||||||||||||
| Derivative instruments | 1,880 | 452 | 22 | — | — | — | 2,354 | |||||||||||||||||||||||
| Cash collateral received in support of energy risk management activities | 323 | — | — | — | — | — | 323 | |||||||||||||||||||||||
| Deferred revenue current | 710 | 3 | — | — | — | — | 713 | |||||||||||||||||||||||
| Accrued expenses and other current liabilities | 1,668 | 142 | 30 | 107 | 56 | — | 7(h) | 2,003 | ||||||||||||||||||||||
| Total current liabilities | $ | 7,713 | $ | 636 | $ | 75 | $ | 136 | $ | 1 | $ | 2,494 | $ | 11,055 | ||||||||||||||||
5
NRG ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2025 (Continued)
| Historical | Transaction Accounting | |||||||||||||||||||||||||||||
| LS Power Portfolio | Adjustments | |||||||||||||||||||||||||||||
| (In millions) | NRG | Lightning as Reclassified (Note 3) | Linebacker as Reclassified (Note 4) | CPower as Reclassified (Note 5) | Acquisition Accounting Adjustments | Financing Transactions Adjustments | Notes | Pro Forma Combined | ||||||||||||||||||||||
| Other Liabilities | ||||||||||||||||||||||||||||||
| Long-term debt and finance leases | $ | 11,155 | $ | 3,197 | $ | 633 | $ | 81 | $ | (602 | ) | $ | 4,357 | 7(g) | $ | 18,821 | ||||||||||||||
| Non-current operating lease liabilities | 143 | 26 | — | 1 | — | — | 170 | |||||||||||||||||||||||
| Derivative instruments | 1,125 | 422 | 23 | — | — | — | 1,570 | |||||||||||||||||||||||
| Deferred income taxes | 12 | — | — | 18 | 2 | — | 7(i) | 32 | ||||||||||||||||||||||
| Deferred revenue non-current | 942 | — | — | — | 942 | |||||||||||||||||||||||||
| Other non-current liabilities | 911 | 79 | 2 | — | — | — | 992 | |||||||||||||||||||||||
| Debt due to related parties | — | — | — | 17 | (17 | ) | — | 7(j) | — | |||||||||||||||||||||
| Accrued liabilities due to related parties | — | — | — | 3 | (3 | ) | — | 7(j) | — | |||||||||||||||||||||
| Total other liabilities | 14,288 | 3,724 | 658 | 120 | (620 | ) | 4,357 | 22,527 | ||||||||||||||||||||||
| Total Liabilities | 22,001 | 4,360 | 733 | 256 | (619 | ) | 6,851 | 33,582 | ||||||||||||||||||||||
| Stockholders' Equity/ Member’s Equity | ||||||||||||||||||||||||||||||
| Preferred stock | 650 | — | — | — | — | — | 650 | |||||||||||||||||||||||
| Common stock | 2 | — | — | — | — | — | 2 | |||||||||||||||||||||||
| Additional paid-in-capital | 166 | — | — | — | 3,728 | — | 7(k) | 3,894 | ||||||||||||||||||||||
| Retained earnings | 2,002 | — | — | — | (56 | ) | (21 | ) | 7(l) | 1,925 | ||||||||||||||||||||
| Treasury stock, at cost | (745 | ) | — | — | — | — | — | (745 | ) | |||||||||||||||||||||
| Accumulated other comprehensive loss | (105 | ) | — | — | — | — | — | (105 | ) | |||||||||||||||||||||
| Member’s equity | — | 3,728 | 177 | 130 | (4,035 | ) | — | 7(m) | — | |||||||||||||||||||||
| Total Stockholders' Equity/ Member’s Equity | 1,970 | 3,728 | 177 | 130 | (363 | ) | (21 | ) | 5,621 | |||||||||||||||||||||
| Total Liabilities and Stockholders' Equity/Member’s Equity | $ | 23,971 | $ | 8,088 | $ | 910 | $ | 386 | $ | (982 | ) | $ | 6,830 | $ | 39,203 | |||||||||||||||
6
NRG ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
| Historical | Transactions Accounting | |||||||||||||||||||||||||||||||||
| LS Power Portfolio | Adjustments | |||||||||||||||||||||||||||||||||
| (In
millions, except per share amounts) | NRG | Texas Generation Portfolio | Lightning
as Reclassified (Note 3) | Linebacker as Reclassified (Note 4) | CPower
as Reclassified (Note 5) | Acquisition Accounting Adjustments | Financing Transactions Adjustments | Notes | Pro
Forma Combined | |||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||
| Revenue | $ | 22,960 | $ | 14 | $ | 1,600 | $ | 422 | $ | 171 | $ | (81 | ) | $ | — | 8(a) | $ | 25,086 | ||||||||||||||||
| Operating Costs and Expenses | ||||||||||||||||||||||||||||||||||
| Cost of operations (excluding depreciation and amortization shown below) | 18,431 | 25 | 925 | 286 | 117 | (179 | ) | — | 8(a) | 19,605 | ||||||||||||||||||||||||
| Depreciation and amortization | 1,030 | 3 | 251 | 19 | 17 | 60 | — | 8(b) | 1,380 | |||||||||||||||||||||||||
| Selling, general and administrative costs | 1,885 | 1 | 39 | 4 | 39 | (1 | ) | — | 8(a) | 1,967 | ||||||||||||||||||||||||
| Acquisition-related transaction and integration costs | 59 | — | — | — | 1 | — | — | 60 | ||||||||||||||||||||||||||
| Total operating costs and expenses | 21,405 | 29 | 1,215 | 309 | 174 | (120 | ) | — | 23,012 | |||||||||||||||||||||||||
| Loss on sale of assets | (7 | ) | — | — | — | — | — | — | (7 | ) | ||||||||||||||||||||||||
| Operating Income/(Loss) | 1,548 | (15 | ) | 385 | 113 | (3 | ) | 39 | — | 2,067 | ||||||||||||||||||||||||
| Other Income/(Expense) | ||||||||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | 4 | — | — | — | — | — | — | 4 | ||||||||||||||||||||||||||
| Other income, net | 26 | 3 | 1 | — | — | — | — | 30 | ||||||||||||||||||||||||||
| Loss on debt extinguishment | (10 | ) | — | — | — | — | — | — | (10 | ) | ||||||||||||||||||||||||
| Interest expense | (498 | ) | (11 | ) | (181 | ) | (17 | ) | (10 | ) | 40 | (233 | ) | 8(e) | (910 | ) | ||||||||||||||||||
| Total other expense, net | (478 | ) | (8 | ) | (180 | ) | (17 | ) | (10 | ) | 40 | (233 | ) | (886 | ) | |||||||||||||||||||
| Income/(Loss) Before Income Taxes | 1,070 | (23 | ) | 205 | 96 | (13 | ) | 79 | (233 | ) | 1,181 | |||||||||||||||||||||||
| Income tax expense/(benefit) | 272 | — | — | 1 | (1 | ) | 19 | (57 | ) | 8(f) | 234 | |||||||||||||||||||||||
| Net Income/(Loss) | 798 | (23 | ) | 205 | 95 | (12 | ) | 60 | (176 | ) | 947 | |||||||||||||||||||||||
| Less: Cumulative dividends attributable to Series A Preferred Stock | 51 | — | — | — | — | — | — | 51 | ||||||||||||||||||||||||||
| Net Income/(Loss) Available for Common Shareholders | $ | 747 | $ | (23 | ) | $ | 205 | $ | 95 | $ | (12 | ) | $ | 60 | $ | (176 | ) | $ | 896 | |||||||||||||||
| Income per Share | ||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding — basic | 196 | 24 | 8(g) | 220 | ||||||||||||||||||||||||||||||
| Income per weighted average common share — basic | $ | 3.81 | $ | 4.07 | ||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding — diluted | 201 | 24 | 8(g) | 225 | ||||||||||||||||||||||||||||||
| Income per weighted average common share — diluted | $ | 3.72 | $ | 3.98 | ||||||||||||||||||||||||||||||
7
NRG ENERGY, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
| Historical | Transactions Accounting | |||||||||||||||||||||||||||||||||
| LS Power Portfolio | Adjustments | |||||||||||||||||||||||||||||||||
| (In
millions, except per share amounts) | NRG | Texas Generation Portfolio | Lightning
as Reclassified (Note 3) | Linebacker as Reclassified (Note 4) | CPower
as Reclassified (Note 5) | Acquisition Accounting Adjustments | Financing Transactions Adjustments | Notes | Pro
Forma Combined | |||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||
| Revenue | $ | 28,130 | $ | 137 | $ | 1,615 | $ | 523 | $ | 133 | $ | (54 | ) | — | 8(a) | $ | 30,484 | |||||||||||||||||
| Operating Costs and Expenses | ||||||||||||||||||||||||||||||||||
| Cost of operations (excluding depreciation and amortization shown below) | 22,100 | 85 | 794 | 258 | 87 | (158 | ) | — | 8(a) | 23,166 | ||||||||||||||||||||||||
| Depreciation and amortization | 1,403 | 11 | 246 | 25 | 22 | 176 | — | 8(b) | 1,883 | |||||||||||||||||||||||||
| Impairment losses | 36 | — | — | — | — | — | — | 36 | ||||||||||||||||||||||||||
| Selling, general and administrative costs | 2,031 | 3 | 51 | 6 | 48 | (1 | ) | — | 8(a) | 2,138 | ||||||||||||||||||||||||
| Provision for credit losses | 314 | — | — | — | — | — | — | 314 | ||||||||||||||||||||||||||
| Acquisition-related transaction and integration costs | 30 | — | 9 | — | 3 | 56 | — | 8(c) | 98 | |||||||||||||||||||||||||
| Total operating costs and expenses | 25,914 | 99 | 1,100 | 289 | 160 | 73 | — | 27,635 | ||||||||||||||||||||||||||
| Gain/(Loss) on sale of assets | 208 | — | (3 | ) | — | — | — | — | 205 | |||||||||||||||||||||||||
| Operating Income/(Loss) | 2,424 | 38 | 512 | 234 | (27 | ) | (127 | ) | — | 3,054 | ||||||||||||||||||||||||
| Other Income/(Expense) | ||||||||||||||||||||||||||||||||||
| Equity in earnings of unconsolidated affiliates | 20 | — | — | — | — | — | — | 20 | ||||||||||||||||||||||||||
| Impairment losses on investments | (7 | ) | — | (31 | ) | — | — | 31 | — | 8(d) | (7 | ) | ||||||||||||||||||||||
| Other income, net | 44 | 1 | 6 | 1 | — | — | — | 52 | ||||||||||||||||||||||||||
| Loss on debt extinguishment | (382 | ) | — | (16 | ) | — | — | — | — | (398 | ) | |||||||||||||||||||||||
| Interest expense | (651 | ) | (10 | ) | (270 | ) | (41 | ) | (12 | ) | 65 | (396 | ) | 8(e) | (1,315 | ) | ||||||||||||||||||
| Total other expense, net | (976 | ) | (9 | ) | (311 | ) | (40 | ) | (12 | ) | 96 | (396 | ) | (1,648 | ) | |||||||||||||||||||
| Income/(Loss) Before Income Taxes | 1,448 | 29 | 201 | 194 | (39 | ) | (31 | ) | (396 | ) | 1,406 | |||||||||||||||||||||||
| Income tax expense/(benefit) | 323 | — | — | 2 | (1 | ) | (8 | ) | (97 | ) | 8(f) | 219 | ||||||||||||||||||||||
| Net Income/(Loss) | 1,125 | 29 | 201 | 192 | (38 | ) | (23 | ) | (299 | ) | 1,187 | |||||||||||||||||||||||
| Less: Cumulative dividends attributable to Series A Preferred Stock | 67 | — | — | — | — | — | — | 67 | ||||||||||||||||||||||||||
| Net Income/(Loss) Available for Common Shareholders | $ | 1,058 | $ | 29 | $ | 201 | $ | 192 | $ | (38 | ) | $ | (23 | ) | $ | (299 | ) | $ | 1,120 | |||||||||||||||
| Income per Share | ||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding — basic | 206 | 24 | 8(g) | 230 | ||||||||||||||||||||||||||||||
| Income per weighted average common share — basic | $ | 5.14 | $ | 4.87 | ||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding — diluted | 212 | 24 | 8(g) | 236 | ||||||||||||||||||||||||||||||
| Income per weighted average common share — diluted | $ | 4.99 | $ | 4.75 | ||||||||||||||||||||||||||||||
8
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Note 1. Basis of Pro Forma Presentation
The pro forma financial information for the Acquisitions has been prepared using the acquisition method of accounting under U.S. GAAP, in accordance with ASC 805, and is derived from the audited and unaudited historical financial statements of NRG and the acquired entities.
The unaudited pro forma combined balance sheet as of September 30, 2025 combines the historical consolidated balance sheet of NRG and the historical balance sheets of the LS Power entities (as listed above) after giving effect to the acquisition of the LS Power Portfolio and the related transactions, as if they had occurred on September 30, 2025. The unaudited pro forma combined balance sheet does not include the Acquisition Accounting Adjustments for the acquisition of the Texas Generation Portfolio as they are already reflected in the historical balance sheet of NRG. The unaudited pro forma combined statements of operations for the year ended December 31, 2024, and the nine months ended September 30, 2025, combine the historical consolidated statements of operations of NRG, the historical results of Texas Generation Portfolio and the historical statements of operations of the LS Power acquired entities (as listed above), after giving effect to the Transactions Accounting Adjustments, as if they had occurred on January 1, 2024. For the period ended September 30, 2025, the historical results of the Texas Generation Portfolio include the period prior to NRG’s acquisition of the Texas Generation Portfolio on April 10, 2025.
The pro forma financial information has been prepared by NRG for illustrative and informational purposes only in accordance of Article 11. The pro forma financial information is based on the Transactions Accounting Adjustments and assumptions and is not necessarily indicative of what NRG’s consolidated statements of operations or consolidated balance sheet actually would have been had the Transactions Accounting Adjustments been completed as of the dates indicated, or what they will be for any future periods. The pro forma financial information does not purport to project the future financial position or operating results of NRG following the completion of the Acquisitions. The pro forma financial information does not reflect any revenue enhancements, cost savings, operating synergies or restructuring costs that may be achievable or incurred prospectively in connection with the Acquisitions and related transactions.
The acquisition method of accounting requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired and the liabilities assumed at fair value at the acquisition date. The determination of fair value used in the Transactions Accounting Adjustments is preliminary and based on management’s best estimates considering currently available information and certain assumptions that management believes are reasonable under the circumstances. The purchase price allocation presented is dependent upon certain valuations and other analyses that have not yet been finalized. The actual amounts eventually recorded for purchase accounting, including the identifiable intangibles and goodwill may differ materially from the information presented and could be materially impacted by changing fair value measurements caused by the volatility in the current market environment.
Under ASC 805, acquisition-related transactions costs are not included as a component of the consideration transferred and are expensed in the period in which the costs are incurred. Total costs related to the Acquisitions were approximately $5 million for the acquisition of the Texas Generation Portfolio, all of which were recorded in the historical Consolidated Statement of Operations of NRG for the nine months ended September 30, 2025, and $81 million for the acquisition of the LS Power Portfolio, of which $25 million were recorded in the historical Consolidated Statement of Operations of NRG for the nine months ended September 30, 2025 and estimated costs of $56 million were accrued in the pro forma Combined Balance Sheet. Acquisition costs include primarily due diligence, valuation, legal and filing fees, professional and other consulting fees.
9
During the preparation of the unaudited pro forma combined financial information, management performed a preliminary analysis of the acquired entities financial information to identify differences in accounting policies as compared to those of NRG. Except as noted below, at this time NRG is not aware of any material differences in the accounting policies followed by NRG and those used by the acquired entities in preparing its consolidated financial statements that would have a material impact on the pro forma financial information.
During the preparation of the unaudited pro forma combined financial information, management identified that LS Power acquired entities elected to expense all maintenance costs to costs of operations in the period incurred, which is different than NRG’s policy to capitalize a portion of maintenance costs that extend the life of an asset and depreciate over the expected period of benefit. The Company recorded pro forma adjustments aiming to align the recognition of the major maintenance costs of the LS Power entities based on information currently available (see Note 8(a,b)). When additional information is available and additional analysis is performed, the Company may adjust such amounts and may identify other policy differences.
Note 2. Preliminary Purchase Price and Related Financing
The purchase price for the acquisition of the LS Power Portfolio consists of Stock Consideration of 24,250,000 shares of common stock of the Company, par value of $0.01 per share, and Cash Consideration of $6.4 billion plus preliminary working capital and certain other adjustments of $0.5 billion.
The pro forma financial information gives effect to the following sources of funds to satisfy the Cash Consideration:
| · | proceeds of $2.376 billion from issuance of $2.4 billion Senior Unsecured Notes due 2036 at 6.000% interest rate, net of issuance costs; |
| · | proceeds of $1.238 billion from issuance of $1.250 billion Senior Unsecured Notes due 2034 at 5.750% interest rate, net of issuance costs; |
| · | proceeds of $619 million from issuance of $625 million Senior Secured First Lien Notes due 2030 at 4.734% interest rate, net of issuance costs; |
| · | partial proceeds of $124 million from issuance of $625 million Senior Secured First Lien Notes due 2035 at interest rate of 5.407%, net of issuance costs; and |
| · | proceeds of approximately $2.5 billion from the Company’s Revolving Credit Facility. |
Note 3. Reclassification Adjustments — Lightning
During the preparation of the unaudited pro forma combined financial statements, management performed a preliminary analysis of the Lightning financial information to identify differences in Lightning financial statement presentation as compared to the presentation of NRG. The below reclassification adjustments represent NRG’s best estimates based upon the information currently available to NRG. The reclassification adjustments are subject to change once more detailed information is available and additional analysis is performed.
10
Balance Sheet Reclassifications
Lightning
Unaudited Condensed Consolidated Balance Sheet
As of September 30, 2025
| (In millions) | |||||||||||||||
| Presentation in Historical Financial Statements | Presentation
in Unaudited Pro Forma Combined Financial Statements | Lightning
Before Reclassification | Reclassification | Lightning
as Reclassified |
|||||||||||
| Assets | |||||||||||||||
| Restricted cash | Restricted cash | $ | 70 | $ | — | $ | 70 | ||||||||
| Accounts receivable | Accounts receivable, net | 131 | 1 | (a) | 132 | ||||||||||
| Accounts receivable - affiliates | 1 | (1 | ) | (a) | — | ||||||||||
| Inventory | Inventory | 127 | — | 127 | |||||||||||
| Prepaid expenses | Prepayments and other current assets | 25 | 54 | (b) | 79 | ||||||||||
| Assets from risk management activities | Derivative instruments | 452 | — | 452 | |||||||||||
| Deposits | 30 | (30 | ) | (b) | — | ||||||||||
| Other current assets | 24 | (24 | ) | (b) | — | ||||||||||
| Property, plant, and equipment, net | Property, plant and equipment, net | 6,489 | — | 6,489 | |||||||||||
| Intangible assets, net | Other intangible assets, net | 31 | — | 31 | |||||||||||
| Assets from risk management activities, long term | Derivative instruments | 417 | — | 417 | |||||||||||
| Operating lease right-of-use assets, net | Operating lease right-of-use assets, net | 27 | — | 27 | |||||||||||
| Goodwill | Goodwill | 128 | — | 128 | |||||||||||
| Other noncurrent assets | Other non-current assets | 136 | — | 136 | |||||||||||
| Total Assets | $ | 8,088 | — | $ | 8,088 | ||||||||||
| Liabilities | |||||||||||||||
| Current portion of long-term debt | Current portion of long-term debt and finance leases | $ | 8 | $ | — | $ | 8 | ||||||||
| Operating lease liabilities (short-term) | Current portion of operating lease liabilities | 1 | — | 1 | |||||||||||
| Accounts payable and accrued expenses | Accounts payable | 109 | (79 | ) | (c) | 30 | |||||||||
| Liabilities from risk management activities | Derivative instruments | 452 | — | 452 | |||||||||||
| Deferred revenue | Deferred revenue current | 3 | — | 3 | |||||||||||
| Other current liabilities | Accrued expenses and other current liabilities | 63 | 79 | (c) | 142 | ||||||||||
| Long term debt | Long-term debt and finance leases | 3,197 | — | 3,197 | |||||||||||
| Liabilities from risk management activities, long term | Derivative instruments | 422 | — | 422 | |||||||||||
| Asset retirement obligations | 72 | (72 | ) | (d) | — | ||||||||||
| Operating lease liabilities (long-term) | Non-current operating lease liabilities | 26 | — | 26 | |||||||||||
| Other long term liabilities | Other non-current liabilities | 7 | 72 | (d) | 79 | ||||||||||
| Stockholders’ Equity/Member’s Equity | |||||||||||||||
| Member’s equity | Member’s equity | 3,728 | — | 3,728 | |||||||||||
| Total Liabilities and Stockholders' Equity/Member’s Equity | $ | 8,088 | $ | — | $ | 8,088 | |||||||||
(a) Reclassification from Accounts receivable - affiliates to Accounts receivable, net
(b) Reclassification from Deposits and Other current assets to Prepayments and other current assets
(c) Reclassification from Accounts payable and accrued expenses to Accrued expenses and other current liabilities
(d) Reclassification from Asset retirement obligations to Other non-current liabilities
11
Statement of Operations Reclassifications
Lightning
Unaudited Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2025
| (In millions) | |||||||||||||||
| Presentation in Historical Financial Statements | Presentation in Unaudited
Pro Forma Combined Financial Statements | Lightning
Before Reclassification | Reclassification | Lightning
as Reclassified |
|||||||||||
| Total revenues | Revenue | $ | 1,600 | $ | — | $ | 1,600 | ||||||||
| Fuel and transportation | Cost of operations (excluding depreciation and amortization shown below) | 649 | 276 | (a) | 925 | ||||||||||
| Loss on risk management activities | 38 | (38 | ) | (a) | — | ||||||||||
| Operating and maintenance | 234 | (234 | ) | (a) | — | ||||||||||
| Depreciation | Depreciation and amortization | 251 | — | 251 | |||||||||||
| General and administrative | Selling, general and administrative costs | 39 | — | 39 | |||||||||||
| Accretion | 4 | (4 | ) | (a) | — | ||||||||||
| Other loss, net | Other income/(expense), net | (2 | ) | 3 | (b) | 1 | |||||||||
| Interest expense, net | Interest expense | (178 | ) | (3 | ) | (b) | (181) | ||||||||
| Net Loss | $ | 205 | $ | — | $ | 205 | |||||||||
(a) Reclassification from Loss of risk management activities, Operating and maintenance, and Accretion to Cost of operations
(b) Reclassification of interest income from Interest expense, net to Other income, net
12
Lightning
Combined Statements of Operations
For the Year Ended December 31, 2024
| (In millions) | |||||||||||||||||||||||
| Presentation
in Historical Financial Statements | Presentation in
Unaudited Pro Forma Combined Financial Statements | Lightning
Power, LLC Before Reclassification | Fund III
Project Before Reclassification | Gridiron
Before Reclassification | Reclassification | Lightning
et al. as Reclassified | |||||||||||||||||
| Total revenues | Revenue | $ | 522 | $ | 800 | $ | 293 | $ | — | $ | 1,615 | ||||||||||||
| Fuel and transportation | Cost of operations (excluding depreciation and amortization shown below) | 190 | $ | 248 | $ | 86 | $ | 270 | (a) | 794 | |||||||||||||
| (Gain)/Loss on risk management activities | (104 | ) | 42 | 19 | 43 | (a) | — | ||||||||||||||||
| Operating and maintenance | 140 | 134 | 34 | (308 | ) | (a) | — | ||||||||||||||||
| Depreciation | Depreciation and amortization | 132 | 72 | 42 | — | 246 | |||||||||||||||||
| General and administrative | Selling, general and administrative costs | 39 | 18 | 3 | (9 | ) | (b) | 51 | |||||||||||||||
| Accretion | 2 | 3 | — | (5 | ) | (a) | — | ||||||||||||||||
| Acquisition-related transaction and integration costs | — | — | — | 9 | (b) | 9 | |||||||||||||||||
| Gain/(Loss) on sale of assets | — | — | — | (3 | ) | (c) | (3 | ) | |||||||||||||||
| Impairment losses on investments | — | — | — | (31 | ) | (c) | (31 | ) | |||||||||||||||
| Other (loss) income, net | Other income, net | (9 | ) | (31 | ) | (3 | ) | 49 | (c)(e) | 6 | |||||||||||||
| (Loss)/Gain on debt extinguishment | — | — | — | (16 | ) | (d) | (16 | ) | |||||||||||||||
| Interest expense, net | Interest expense | (131 | ) | (116 | ) | (24 | ) | 1 | (d)(e) | (270 | ) | ||||||||||||
| Net (Loss)/Income | $ | (17 | ) | $ | 136 | $ | 82 | $ | — | $ | 201 | ||||||||||||
(a) Reclassification from (Gain)/Loss of risk management activities, Operating and maintenance, and Accretion to Cost of operations
(b) Reclassification from General and administrative to Acquisition-related transaction and integration costs
(c) Reclassification from Other income (loss), net to Gain/(Loss) on sale of assets and Impairment losses on investments
(d) Reclassification from Interest expense, net to (Loss)/Gain on debt extinguishment
(e) Reclassification of interest income from Interest expense, net to Other income, net
13
Note 4. Reclassification Adjustments — Linebacker
During the preparation of the unaudited pro forma combined financial statements, management performed a preliminary analysis of the Linebacker financial information to identify differences in Linebacker’s financial statement presentation as compared to the presentation of NRG. The below reclassification adjustments represent NRG’s best estimates based upon the information currently available to NRG. The reclassification adjustments are subject to change once more detailed information is available and additional analysis is performed.
Balance Sheet Reclassifications
Linebacker
Unaudited Condensed Consolidated Balance Sheet
As of September 30, 2025
| (In millions) | |||||||||||||||
| Presentation in Historical
Financial Statements | Presentation in Unaudited
Pro Forma Combined Financial Statements | Linebacker Before Reclassification | Reclassification | Linebacker
as Reclassified | |||||||||||
| Assets | |||||||||||||||
| Restricted cash | Restricted cash | $ | 117 | $ | — | $ | 117 | ||||||||
| Accounts receivable and affiliates | Accounts receivable, net | 27 | — | 27 | |||||||||||
| Inventory | Inventory | 38 | — | 38 | |||||||||||
| Prepaid expenses | Prepayments and other current assets | 16 | 4 | (a) | 20 | ||||||||||
| Assets from risk management activities | Derivative instruments | 22 | — | 22 | |||||||||||
| Other current assets | 4 | (4 | ) | (a) | — | ||||||||||
| Property, plant, and equipment, net | Property, plant and equipment, net | 675 | — | 675 | |||||||||||
| Assets from risk management activities, long term | Derivative instruments | 11 | — | 11 | |||||||||||
| Total Assets | $ | 910 | — | $ | 910 | ||||||||||
| Liabilities | |||||||||||||||
| Current portion of long-term debt | Current portion of long-term debt and finance leases | $ | 9 | $ | — | $ | 9 | ||||||||
| Accounts payable and accrued expenses | Accounts payable | 43 | (29 | ) | (b)(c) | 14 | |||||||||
| Accounts payable - affiliate | 1 | (1 | ) | (b) | — | ||||||||||
| Accrued expenses and other current liabilities | — | 30 | (c) | 30 | |||||||||||
| Liabilities from risk management activities | Derivative instruments | 22 | — | 22 | |||||||||||
| Long term debt | Long-term debt and finance leases | 633 | — | 633 | |||||||||||
| Liabilities from risk management activities, long term | Derivative instruments | 23 | — | 23 | |||||||||||
| Asset retirement obligations | Other non-current liabilities | 2 | — | 2 | |||||||||||
| Stockholders’ Equity/ Members Equity | |||||||||||||||
| Member’s equity | Member’s equity | 177 | 177 | ||||||||||||
| Total Liabilities and Stockholders' Equity/Member’s Equity | $ | 910 | $ | — | $ | 910 | |||||||||
(a) Reclassification from Other current assets to Prepayments and other current assets
(b) Reclassification from Accounts payable - affiliate to Accounts payable
(c) Reclassification from Accounts payable and accrued expenses to Accrued expenses and other current liabilities
14
Statement of Operations Reclassifications
Linebacker
Unaudited Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2025
| (In millions) | |||||||||||||||
| Presentation in Historical
Financial Statements | Presentation in Unaudited
Pro Forma Combined Financial Statements | Linebacker Before Reclassification | Reclassification | Linebacker
as Reclassified | |||||||||||
| Total revenues | Revenue | $ | 422 | $ | — | $ | 422 | ||||||||
| Fuel and transportation | Cost of operations (excluding depreciation and amortization shown below) | 195 | 91 | (a) | 286 | ||||||||||
| Loss on risk management activities | 16 | (16 | ) | (a) | — | ||||||||||
| Operating and maintenance | 75 | (75 | ) | (a) | — | ||||||||||
| Depreciation | Depreciation and amortization | 19 | — | 19 | |||||||||||
| General and administrative | Selling, general and administrative costs | 4 | — | 4 | |||||||||||
| Interest expense, net | Interest expense | (17 | ) | — | (17 | ) | |||||||||
| Income tax expense | Income tax expense/(benefit) | 1 | — | 1 | |||||||||||
| Net Income | $ | 95 | $ | — | $ | 95 | |||||||||
(a) Reclassification from Loss on risk management activities and Operating and maintenance to Cost of operations
Linebacker
Consolidated Statement of Operations
For the Year Ended December 31, 2024
| (In millions) | |||||||||||||||
| Presentation in Historical
Financial Statements | Presentation in Unaudited
Pro Forma Combined Financial Statements | Linebacker Before Reclassification | Reclassification | Linebacker
as Reclassified | |||||||||||
| Total revenues | Revenue | $ | 523 | $ | — | $ | 523 | ||||||||
| Fuel and transportation | Cost of operations (excluding depreciation and amortization shown below) | 162 | 96 | (a) | 258 | ||||||||||
| Loss on risk management activities | 11 | (11 | ) | (a) | — | ||||||||||
| Operating and maintenance | 85 | (85 | ) | (a) | — | ||||||||||
| Depreciation | Depreciation and amortization | 25 | — | 25 | |||||||||||
| General and administrative | Selling, general and administrative costs | 6 | — | 6 | |||||||||||
| Interest expense, net | Interest expense | (40 | ) | (1 | ) | (b) | (41 | ) | |||||||
| Income tax expense | Income tax expense/(benefit) | 2 | — | 2 | |||||||||||
| Other income, net | 1 | (b) | 1 | ||||||||||||
| Net Income | $ | 192 | $ | — | $ | 192 | |||||||||
(a) Reclassification from Loss on risk management activities and Operating and maintenance to Cost of operations
(b) Reclassification of interest income from Interest expense, net to Other income, net
15
Note 5. Reclassification Adjustments — CPower
During the preparation of the unaudited pro forma combined financial statements, management performed a preliminary analysis of the CPower financial information to identify differences in CPower’s financial statement presentation as compared to the presentation of NRG. The below reclassification adjustments represent NRG’s best estimates based upon the information currently available to NRG. The reclassification adjustments are subject to change once more detailed information is available and additional analysis is performed.
Balance Sheet Reclassifications
CPower
Unaudited Condensed Consolidated Balance Sheet
As of September 30, 2025
| (In millions) | |||||||||||||||
| Presentation in Historical
Financial Statements |
Presentation in Unaudited
Pro Forma Combined Financial Statements | CPower
Before Reclassification | Reclassification | CPower
as Reclassified | |||||||||||
| Assets | |||||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | $ | 83 | $ | — | $ | 83 | ||||||||
| Trade accounts receivable, net | Accounts receivable, net | 26 | 28 | (a) | 54 | ||||||||||
| Unbilled accounts receivable | 28 | (28 | ) | (a) | — | ||||||||||
| Other current assets | Prepayments and other current assets | 2 | — | 2 | |||||||||||
| Property and equipment, net | Property, plant and equipment, net | 11 | — | 11 | |||||||||||
| Intangible assets, net | Other intangible assets, net | 106 | — | 106 | |||||||||||
| Goodwill | Goodwill | 127 | — | 127 | |||||||||||
| Lease Right of Use Asset | Operating lease right-of-use assets, net | 2 | — | 2 | |||||||||||
| Other assets | Other non-current assets | 1 | — | 1 | |||||||||||
| Total Assets | $ | 386 | $ | — | $ | 386 | |||||||||
| Liabilities | |||||||||||||||
| Trade accounts payable | Accounts payable | $ | 2 | $ | — | $ | 2 | ||||||||
| Accrued customer payments | Accrued expenses and other current liabilities | 97 | 10 | (b) | 107 | ||||||||||
| Accrued payroll, benefits, and other | 3 | (3 | ) | (b) | — | ||||||||||
| Debt - short term | Current portion of long-term debt and finance leases | 26 | — | 26 | |||||||||||
| Lease liability - short term | Current portion of operating lease liabilities | 1 | — | 1 | |||||||||||
| Other current liabilities | 7 | (7 | ) | (b) | — | ||||||||||
| Debt - long term | Long-term debt and finance leases | 81 | — | 81 | |||||||||||
| Debt due to related parties | Debt due to related parties | 17 | — | 17 | |||||||||||
| Accrued liabilities due to related parties | Accrued liabilities due to related parties | 3 | — | 3 | |||||||||||
| Deferred tax liabilities | Deferred income taxes | 18 | — | 18 | |||||||||||
| Lease Liability - long term | Non-current operating lease liabilities | 1 | — | 1 | |||||||||||
| Stockholders’ Equity/Members’ Equity | |||||||||||||||
| Members’ equity | Member’s equity | 130 | — | 130 | |||||||||||
| Total Liabilities and Stockholders' Equity/Members’ Equity | $ | 386 | $ | — | $ | 386 | |||||||||
(a) Reclassification from Unbilled accounts receivable to Accounts receivable, net
(b) Reclassification from Accrued payroll, benefits, and other and Other current liabilities to Accrued expenses and other current liabilities
16
Statement of Operations Reclassifications
CPower
Unaudited Condensed Consolidated Statement of Operations
For the Nine Months Ended September 30, 2025
| (In millions) | |||||||||||||||
| Presentation in Historical Financial Statements | Presentation in Unaudited Pro Forma Combined Financial Statements | CPower
Before Reclassification | Reclassification | CPower
as Reclassified |
|||||||||||
| Revenue | Revenue | $ | 171 | $ | — | $ | 171 | ||||||||
| Cost of revenue | Cost of operations (excluding depreciation and amortization shown below) | 117 | — | 117 | |||||||||||
| Amortization & depreciation | Depreciation and amortization | 17 | — | 17 | |||||||||||
| General & administrative | Selling, general and administrative costs | 10 | 29 | (a) | 39 | ||||||||||
| Compensation | 29 | (29 | ) | (a) | — | ||||||||||
| Transaction & other expenses | Acquisition-related transaction and integration costs . | 1 | — | 1 | |||||||||||
| Interest expense | Interest expense | (10 | ) | — | (10) | ||||||||||
| Provision for income tax expense (benefit) | Income tax expense/(benefit) | (1 | ) | — | (1) | ||||||||||
| Net Loss | $ | (12 | ) | $ | — | $ | (12) | ||||||||
(a) Reclassification from Compensation to Selling, general and administrative costs
CPower
Consolidated Statement of Operations
For the Year Ended December 31, 2024
| (In millions) | |||||||||||||||
| Presentation
in Historical Financial Statements | Presentation in Unaudited
Pro Forma Combined Financial Statements | CPower
Before Reclassification | Reclassification | CPower
as Reclassified |
|||||||||||
| Revenue | Revenue | $ | 133 | $ | — | $ | 133 | ||||||||
| Cost of revenue | Cost of operations (excluding depreciation and amortization shown below) | 87 | — | 87 | |||||||||||
| Amortization & depreciation | Depreciation and amortization | 22 | — | 22 | |||||||||||
| General & administrative | Selling, general and administrative costs | 13 | 35 | (a) | 48 | ||||||||||
| Compensation | 35 | (35 | ) | (a) | — | ||||||||||
| Transaction & other expenses | Acquisition-related transaction and integration costs | 3 | — | 3 | |||||||||||
| Interest expense | Interest expense | (12 | ) | — | (12) | ||||||||||
| Provision for income tax expense (benefit) | Income tax expense/(benefit) | (1 | ) | — | (1) | ||||||||||
| Net Loss | $ | (38 | ) | $ | — | $ | (38) | ||||||||
(a) Reclassification from Compensation to Selling, general and administrative costs
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Note 6. Purchase Price and Purchase Price allocations
Texas Generation Portfolio Acquisition
The Company completed the acquisition of Texas Generation Portfolio on April 10, 2025 and recorded the acquisition as a business combination under ASC 805 with identifiable assets acquired and liabilities assumed recorded at their estimated fair values on the acquisition date. The below purchase price allocation is reflected in the historical balance sheet of NRG as of September 30, 2025, and is therefore not included in the Acquisition Accounting Adjustments.
The Company paid $560 million in cash, less $2 million in working capital adjustments.
The purchase price was allocated as follows:
| (In millions) | ||||
| Property, plant and equipment | $ | 644 | ||
| Derivative instruments - Current assets | 6 | |||
| Derivative instruments - Other assets | 2 | |||
| Derivative instruments - Current liabilities | (34 | ) | ||
| Derivative instruments - Other liabilities | (57 | ) | ||
| Other, including current and non-current working capital | (3 | ) | ||
| Texas Generation Portfolio Purchase Price | $ | 558 | ||
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LS Power Portfolio Acquisition
The Company completed the acquisition of the LS Power Portfolio on January 30, 2026. The below is reflected in the Acquisition Accounting Adjustments in the unaudited pro forma combined balance sheet as of September 30, 2025.
The total consideration was calculated as follows:
| (In millions) | ||||
| Cash Consideration (inclusive of preliminary working capital and certain other adjustments of $479 million) | $ | 6,851 | ||
| Stock Consideration: 24,250,000 common shares of NRG, par value $0.01 per share, based on NRG share price of $153.72 on January 29, 2026 | 3,728 | |||
| Total Preliminary Consideration | $ | 10,579 | ||
Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed are recorded at fair value on the acquisition date. The Acquisition Accounting Adjustments included herein are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the acquisition.
The table below represents an initial allocation of the consideration to tangible and intangible assets to be acquired and liabilities to be assumed based on preliminary estimated fair values as of September 30, 2025:
| (In millions) | ||||
| Current assets | $ | 1,206 | ||
| Property, plant and equipment | 11,611 | |||
| Other non-current assets | 458 | |||
| Current liabilities (including $47 million Current portion of long-term debt and finance leases) | (851 | ) | ||
| Long-term debt and finance leases | (3,309 | ) | ||
| Non-current liabilities | (573 | ) | ||
| Identifiable intangible assets attributable to LS Power Portfolio | 340 | |||
| Goodwill | 1,697 | |||
| Total Preliminary Consideration | $ | 10,579 | ||
The preliminary fair value of the identifiable intangible assets of $340 million, which includes customer relationships, technology related assets, trade names and contracts, will be amortized over the estimated useful life. The estimated weighted average useful life is approximately 12 years. The preliminary useful lives of the intangible assets were determined based on the expected pattern of the economic benefit. The expected amortization for the three months ended December 31, 2025 is currently expected to be $9 million. The expected amortization for the five years following the Acquisition is currently estimated to be $37 million per year. Goodwill represents the excess of the preliminary consideration over the estimated fair value of the underlying net assets acquired. Goodwill will not be amortized but instead will be reviewed for impairments at least annually, absent any indicators for impairment. Goodwill is attributable to the planned growth and synergies expected to be achieved from combining the operation of LS Power acquired entities with NRG’s existing business. The goodwill recorded is expected to be deductible for tax purposes.
The final purchase price allocation depends on certain valuations and other studies that have not yet been completed. The final determination of the purchase price allocation will be based on the net assets acquired as of the acquisition date and will depend on a number of factors, which cannot be predicted with any certainty at this time. The purchase price allocation may change materially based on receipt of more detailed information. Accordingly, the pro forma purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurance that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth above.
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Note 7. Adjustments to Unaudited Pro Forma Combined Balance Sheet
The Transactions Accounting Adjustments reflected in the unaudited pro forma combined balance sheet are detailed below:
(a) Reflects the proceeds from the financing transactions and cash outflow to complete the acquisition of the LS Power Portfolio as detailed below:
| (In millions) | ||||
| Net cash received from financing transactions | ||||
| Proceeds from issuance of unsecured and secured corporate debt, net of issuance costs | $ | 4,357 | ||
| Proceeds from Revolving Credit Facility | 2,494 | |||
| Total Financing Transactions Adjustments | $ | 6,851 | ||
| Preliminary Cash Consideration | ||||
| Use of proceeds from financing transactions, net of issuance costs | $ | (6,851 | ) | |
| Acquisition Accounting Adjustments | $ | (6,851 | ) | |
(b) Reflects the elimination of $59 million of accounts receivable and $59 million of accounts payable, representing receivables and payables between NRG and LS Power acquired entities.
(c) Reflects the write off of $21 million of unamortized short-term deferred financing costs related to the Bridge Facility (included in NRG historical balance sheet as of September 30, 2025) as the Company obtained permanent financing and did not use the Bridge Facility to complete the acquisition of LS Power Portfolio.
(d) Reflects the removal of historical goodwill of LS Power acquired entities of $255 million and recognition of preliminary goodwill of $1,697 million representing the excess of preliminary purchase price over the estimated fair value of the acquired assets and liabilities, identifiable intangible assets and related deferred income taxes.
(e) Reflects the removal of historical intangible assets of LS Power acquired entities of $137 million and recognition of preliminary estimated identifiable intangible assets of $340 million.
(f) Reflects the removal of Other non-current assets and Account receivable, net historical balances that are excluded from the scope of the LS Power Portfolio acquisition.
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(g) The table below reflects the Transactions Accounting Adjustments to Current portion of long-term debt and finance leases and Long-term debt and finance leases:
| (In millions) | Acquisition
Accounting Adjustments | Financing
Transactions Adjustments | ||||||
| Borrowing under the Company’s Revolving Credit Facility (to fund the acquisition of the LS Power Portfolio) | $ | — | $ | 2,494 | ||||
| Reclassification of assumed debt from long-term debt to short-term debt | 30 | — | ||||||
| Removal of Linebacker’s and CPower’s debt as NRG is not assuming that debt | (35 | ) | — | |||||
| Removal of Lightning’s unamortized deferred financing costs as a result of purchase accounting | 9 | — | ||||||
| Total adjustments to Current portion of long-term debt and finance leases | $ | 4 | $ | 2,494 | ||||
| Issuance of unsecured and secured debt, net of deferred financing costs (to fund the acquisition of the LS Power Portfolio) | $ | — | $ | 4,357 | ||||
| Removal of Linebacker’s and CPower’s debt as NRG is not assuming that debt | (714 | ) | — | |||||
| Removal of Lightning’s unamortized deferred financing costs as a result of purchase accounting | 48 | — | ||||||
| Reclassification of assumed debt from long-term debt to short-term debt | (30 | ) | — | |||||
| Adjustment to record assumed outstanding debt at fair value as a result of purchase accounting | 94 | — | ||||||
| Total adjustments to Long-term debt and finance leases | $ | (602 | ) | $ | 4,357 | |||
(h) Reflects the accrual of $56 million of acquisition costs for the acquisition of the LS Power Portfolio that are not yet recorded in NRG balance sheet as of September 30, 2025.
(i) Reflects $2 million of long-term deferred tax liabilities recorded as a result of the acquisition of the LS Power Portfolio.
(j) Reflects elimination of the intercompany note payable and related accrued interest included in the CCS Power Finance Co, LLC historical balances payable to CCS Intermediate Holdco, LLC.
(k) Adjustment to reflect the issuance of 24,250,000 common shares of NRG, par value of $0.01 per share, based on NRG share price of $153.72 on January 29, 2026 as part of the Stock Consideration.
(l) Adjustments to Retained earnings include:
| (In millions) | ||||
| Acquisition Accounting Adjustments: | ||||
| Accrual of acquisition costs | $ | (56 | ) | |
| Financing Transactions Adjustments: | ||||
| Write-off of short-term deferred financing costs related to the Bridge Facility | $ | (21 | ) | |
(m) Reflects the removal of LS Power acquired entities historical Member’s equity.
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Note 8. Adjustments to Unaudited Pro Forma Statements of Operations
The Transactions Accounting Adjustments reflected in the unaudited pro forma combined statements of operations are detailed below:
(a) Adjustments to Revenue, Cost of Operations and Selling, general and administrative costs include:
| (In millions) | For the
nine months ended September 30, 2025 | For the
year ended December 31, 2024 | ||||||
| Acquisition Accounting Adjustments: | ||||||||
| Adjustments to Revenue | ||||||||
| Eliminate transactions between NRG and LS Power acquired entities | $ | (81 | ) | $ | (54 | ) | ||
| Adjustments to Costs of operations | ||||||||
| Eliminate transactions between NRG and LS Power acquired entities | $ | (80 | ) | $ | (53 | ) | ||
| Adjustments to align the capitalization of certain maintenance costs | (99 | ) | (105 | ) | ||||
| Total adjustments to Costs of operations | $ | (179 | ) | $ | (158 | ) | ||
| Adjustments to Selling, general and administrative costs | ||||||||
| Eliminate transactions between NRG and LS Power acquired entities | $ | (1 | ) | $ | (1 | ) | ||
(b) Adjustments to Depreciation and amortization expense include:
| (In millions) | For the
nine months ended September 30, 2025 | For the
year ended December 31, 2024 | ||||||
| Texas Generation Portfolio: | ||||||||
| Reversal of depreciation expense recorded | $ | (14 | ) | $ | (11 | ) | ||
| Recognition of depreciation expense based on the estimated fair value and estimated useful life of property, plant and equipment | 17 | 22 | ||||||
| LS Power Portfolio: | ||||||||
| Reversal of historical depreciation expense | (274 | ) | (275 | ) | ||||
| Reversal of historical amortization of intangible assets | (13 | ) | (18 | ) | ||||
| Recognition of depreciation expense based on the estimated fair value and estimated useful life of property, plant and equipment | 309 | 410 | ||||||
| Recognition of amortization expense based on the estimated fair value and estimated useful life of intangible assets | 28 | 37 | ||||||
| Adjustments to align the capitalization of certain maintenance costs | 7 | 11 | ||||||
| Acquisition Accounting Adjustments | $ | 60 | $ | 176 | ||||
(c) Reflects $56 million of expected acquisition costs recorded in the unaudited pro forma combined statement of operations for the year ended December 31, 2024, in addition to the $25 million that are already included in NRG’s historical consolidated statement of operations for the nine months ended September 30, 2025.
(d) Adjustment to remove impairment charge of $31 million for the year ending December 31, 2024, related to an equity method investment that is excluded from the scope of the LS Power Portfolio acquisition.
22
(e) Adjustments to Interest expense include:
| (In millions) | For the
nine months ended September 30, 2025 | For the
year ended December 31, 2024 | ||||||
| Texas Generation Portfolio: | ||||||||
| Reversal of interest expense on interest rate swaps contracts that the Company did not acquire | $ | 4 | $ | 1 | ||||
| LS Power Portfolio: | ||||||||
| Reversal of historical Linebacker and CPower interest expense (unassumed debt) | $ | 27 | $ | 53 | ||||
| Amortization of the difference between the fair value and the carrying value of LS Power assumed debt | 9 | 11 | ||||||
| Total Acquisition Accounting Adjustments | $ | 40 | $ | 65 | ||||
| Interest expense on newly issued corporate debt and incremental interest expense on Revolving Credit Facility | (240 | ) | (368 | ) | ||||
| Adjustment to remove the impact of deferred financing costs related to the Bridge Facility | 7 | (28 | ) | |||||
| Financing Transactions Adjustments | $ | (233 | ) | $ | (396 | ) | ||
(f) Reflects income tax effect of the Transactions Accounting Adjustments based on a combined estimated tax rate of 24.59% for all periods presented.
(g) Reflects the impact of the issuance of 24,250,000 Common Stock of NRG for the stock consideration portion of the LS Power Portfolio acquisition, on the calculation of the pro forma combined basic and diluted income per share. As the acquisition is being reflected as if it had occurred on January 1, 2024, the calculation of weighted average shares outstanding for basic and diluted pro forma combined income per share assumes the shares issued in connection with the acquisition have been outstanding for the entire periods presented.
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