NRG insider files Form 144 to sell 10,672 performance shares via Morgan Stanley

Rhea-AI Filing Summary

NRG Energy (NRG) reported a proposed insider sale of 10,672 shares of Common stock via Morgan Stanley Smith Barney, with an aggregate market value of $1,654,160.00. The shares represent a small fraction of the company's outstanding common shares (10,672 of 193,430,802 outstanding), and the proposed approximate sale date is listed as 09/10/2025. The shares were acquired from the issuer on 01/02/2024 as performance shares, with payment dated 01/02/2024. The filer indicates no securities sold in the past three months for the account in question. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information about the issuer.

Positive

• Sale size is minor relative to outstanding shares (10,672 of 193,430,802, ~0.0055%), suggesting limited market impact
• Shares were acquired as performance shares from the issuer, indicating the sale follows compensation monetization rather than external acquisition
• No securities sold in the past three months by the reporting person, reducing evidence of ongoing insider selling

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine small-volume insider sale; immaterial to capitalization but worth noting for insider activity tracking.

The proposed disposition of 10,672 shares totaling $1.65 million is de minimis relative to 193.43 million shares outstanding (approximately 0.0055%). The shares were awarded as performance shares by the issuer on 01/02/2024, which is consistent with executive compensation monetization rather than immediate market-driven divestiture. No other sales were reported in the prior three months, reducing concern about a sustained selling pattern. Overall, this filing appears informational and unlikely to have material impact on NRG's market capitalization.

Corporate Governance Expert

TL;DR: Compensation-related sale consistent with routine post-vesting monetization; governance transparency is maintained.

The notice documents a sale of vested performance shares through a registered broker-dealer, which follows common governance practices for executive equity realizations. The filer’s representation that no undisclosed material adverse information exists is standard. The absence of additional recent sales in the past three months suggests this is an isolated monetization event rather than a pattern of insider liquidation. From a governance standpoint, the disclosure is complete for Rule 144 purposes.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	10672	1654160.00	193430802	09/10/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	01/02/2024	Performance Shares	ISSUER			10672	01/02/2024	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for NRG (NRG) disclose?

The form discloses a proposed sale of 10,672 common shares through Morgan Stanley Smith Barney with an aggregate market value of $1,654,160.00 and an approximate sale date of 09/10/2025.

How were the NRG shares being sold acquired?

The shares were acquired from the issuer on 01/02/2024 as performance shares, with payment recorded on that date.

Does the filing report other sales in the past three months for the same person?

The filing states "Nothing to Report" for securities sold during the past three months by the person for whose account the securities are to be sold.

Which broker is handling the proposed sale of NRG shares?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, New York, NY.

What fraction of NRG's outstanding shares does this proposed sale represent?

The proposed sale of 10,672 shares represents approximately 0.0055% of the 193,430,802 shares outstanding reported in the notice.