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NRG Energy (NRG) files Form 3 outlining EVP Matthew Pistner’s stock and performance units

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

NRG ENERGY, INC. reported the initial equity holdings of executive officer Matthew Pistner, EVP and President of NRG Wholesale. He directly holds 48,359 shares of Common Stock, which include 5,115 Restricted Stock Units and 118 Dividend Equivalent Rights, each economically equivalent to one share of common stock. He also holds Relative Performance Stock Units granted under the Long Term Incentive Plan that are convertible into common stock at an exercise price of $0.0000, covering 7,725 underlying shares vesting January 2, 2027, 4,421 vesting January 2, 2028, 2,996 vesting January 2, 2029, and 3,952 vesting June 15, 2029, each subject to specified performance conditions.

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Insider Pistner Matthew
Role EVP, Pres. of NRG Wholesale
Type Security Shares Price Value
holding Relative Performance Stock Units F2 -- -- --
holding Relative Performance Stock Units F3 -- -- --
holding Relative Performance Stock Units F4 -- -- --
holding Relative Performance Stock Units F5 -- -- --
holding Common Stock, par value $.01 per share F1 -- -- --
Holdings After Transaction: Relative Performance Stock Units — 19,094 shares (Direct); Common Stock, par value $.01 per share — 48,359 shares (Direct)
Footnotes (5)
  1. F1. Includes 5,115 Restricted Stock Units (RSUs) issued by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Includes 118 Dividend Equivalent Rights (DERs). Each DER is the economic equivalent to one share of NRG Common Stock.
  2. F2. On January 2, 2024, the Reporting Person was issued 7,725 RPSUs by NRG under the LTIP that vest on January 2, 2027, subject to certain performance conditions.
  3. F3. On January 2, 2025, the Reporting Person was issued 4,421 RPSUs by NRG under the LTIP that vest on January 2, 2028, subject to certain performance conditions.
  4. F4. On January 2, 2026, the Reporting Person was issued 2,996 RPSUs by NRG under the LTIP that vest on January 2, 2029, subject to certain performance conditions.
  5. F5. On June 15, 2026, the Reporting Person was issued 3,952 RPSUs by NRG under the LTIP that vest on June 15, 2029, subject to certain performance conditions.
Direct common stock holdings 48,359 shares Directly held NRG common stock after reported holdings
Restricted Stock Units 5,115 RSUs Included within direct common stock-equivalent holdings
Dividend Equivalent Rights 118 DERs Each DER economically equivalent to one NRG common share
RPSUs vesting 2027 7,725 underlying shares Relative Performance Stock Units vesting January 2, 2027
RPSUs vesting 2028 4,421 underlying shares Relative Performance Stock Units vesting January 2, 2028
RPSUs vesting 2029 2,996 underlying shares Relative Performance Stock Units vesting January 2, 2029
RPSUs vesting June 15, 2029 3,952 underlying shares Relative Performance Stock Units vesting June 15, 2029
Exercise price of RPSUs $0.0000 Conversion or exercise price for listed Relative Performance Stock Units
Relative Performance Stock Units financial
"The security title is Relative Performance Stock Units granted under the LTIP."
Relative performance stock units are a type of share-based pay that vests and pays out only if the company’s stock does better or worse than a predefined group of peers or a market benchmark over a set period. Imagine a race where rewards depend not on finishing time alone but on beating the other runners; for investors this matters because it links executives’ pay to competitive results and can dilute shares if large payouts occur.
Restricted Stock Units financial
"Includes 5,115 Restricted Stock Units (RSUs) issued by NRG Energy, Inc."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Dividend Equivalent Rights financial
"Includes 118 Dividend Equivalent Rights (DERs). Each DER is the economic equivalent to one share."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Long Term Incentive Plan financial
"Issued by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan."
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

FAQ

What does NRG (NRG) disclose about Matthew Pistner’s common stock holdings?

The filing shows Matthew Pistner directly holds 48,359 shares of NRG common stock. This figure includes 5,115 Restricted Stock Units and 118 Dividend Equivalent Rights, each economically equivalent to one share of NRG common stock.

What Relative Performance Stock Units does NRG (NRG) executive Matthew Pistner hold?

Matthew Pistner holds Relative Performance Stock Units convertible at $0.0000 into 7,725 shares (vesting 2027), 4,421 (vesting 2028), 2,996 (vesting 2029), and 3,952 (vesting June 15, 2029), all subject to performance conditions.

Are there any buy or sell transactions reported in this NRG (NRG) Form 3?

No buy or sell transactions are reported; the Form 3 presents initial holdings. The entries relate to existing common stock, Restricted Stock Units, Dividend Equivalent Rights, and performance-based stock units already issued to Matthew Pistner.

What role does Matthew Pistner hold at NRG (NRG) in this ownership report?

Matthew Pistner is identified as an executive officer, serving as EVP, President of NRG Wholesale. The Form 3 details his direct ownership of NRG common stock and equity-based awards under the company’s Long Term Incentive Plan.

What vesting conditions apply to NRG (NRG) Relative Performance Stock Units held by Matthew Pistner?

Each block of Relative Performance Stock Units vests on specific future dates from 2027 to 2029 and is subject to performance conditions, as described for the awards issued in 2024, 2025, 2026, and June 15, 2026.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Pistner Matthew

(Last)(First)(Middle)
804 CARNEGIE CENTER

(Street)
PRINCETON NEW JERSEY 08540

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2026
3. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Pres. of NRG Wholesale
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share48,359(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Relative Performance Stock Units01/02/202701/02/2027Common Stock, par value $.01 per share7,725(2)$0.0000D
Relative Performance Stock Units01/02/202801/02/2028Common Stock, par value $.01 per share4,421(3)$0.0000D
Relative Performance Stock Units01/02/202901/02/2029Common Stock, par value $.01 per share2,996(4)$0.0000D
Relative Performance Stock Units06/15/202906/15/2029Common Stock, par value $.01 per share3,952(5)$0.0000D
Explanation of Responses:
1. Includes 5,115 Restricted Stock Units (RSUs) issued by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Includes 118 Dividend Equivalent Rights (DERs). Each DER is the economic equivalent to one share of NRG Common Stock.
2. On January 2, 2024, the Reporting Person was issued 7,725 RPSUs by NRG under the LTIP that vest on January 2, 2027, subject to certain performance conditions.
3. On January 2, 2025, the Reporting Person was issued 4,421 RPSUs by NRG under the LTIP that vest on January 2, 2028, subject to certain performance conditions.
4. On January 2, 2026, the Reporting Person was issued 2,996 RPSUs by NRG under the LTIP that vest on January 2, 2029, subject to certain performance conditions.
5. On June 15, 2026, the Reporting Person was issued 3,952 RPSUs by NRG under the LTIP that vest on June 15, 2029, subject to certain performance conditions.
Christine Zoino, by Power of Attorney08/13/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)