[Form 4] NRG Energy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Atlas Venture entities have filed a Form 4 disclosing the complete disposition of their Vigil Neuroscience (VIGL) holdings following the company’s 5 Aug 2025 merger with Sanofi. Atlas Venture Fund XII disposed of 4,808,896 common shares and Atlas Venture Opportunity Fund I disposed of 1,027,978 shares, for a combined 5,836,874 shares. Under the Merger Agreement, each Vigil share was converted into the right to receive $8.00 in cash plus a contingent value right (CVR) of up to $2.00 payable upon a defined clinical milestone. The filing shows zero shares beneficially owned after the transaction, ending Atlas Venture’s status as a >10 % holder. No derivative securities remain outstanding. The Form 4 is therefore largely administrative, confirming closing mechanics and consideration terms already announced in the merger proxy.

Insights

Financial Analyst

TL;DR: Sanofi deal closed; Atlas Venture exits VIGL, receiving $8 cash + $2 CVR per share; no remaining stake.

The Form 4 confirms the technical settlement of Sanofi’s acquisition of Vigil Neuroscience. Atlas Venture’s 5.84 million shares—roughly 16 % of the pre-deal float—have been converted into cash and CVRs, eliminating a large insider position. The consideration terms match prior disclosures, so incremental valuation impact is minimal; however, the filing provides final share counts useful for fund-flow reconciliation. Investors in the CVR should note that milestone-based payments remain contingent on clinical progress and are now the sole upside exposure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bentley Brad

(Last) (First) (Middle)

804 CARNEGIE CENTER

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec VP, Pres NRG Consumer

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	08/04/2025		A		17,250(1)	A	$0.0000	17,250	D
Common Stock, par value $.01 per share	08/04/2025		A		10,436(2)	A	$0.0000	27,686	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Relative Performance Stock Units	$0.0000	08/04/2025		A		15,319(3)		08/04/2028	08/04/2028	Common Stock, par value $.01 per share	15,319	$0.0000	15,319	D

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the LTIP. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01 per share ("Common Stock"). The Reporting Person will receive from NRG one such share of Common Stock for each RSU that will vest ratably over a two-year period beginning on the first anniversary date of the grant.

2. Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the LTIP. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01 per share ("Common Stock"). The Reporting Person will receive from NRG one such share of Common Stock for each RSU that will vest ratably over a three-year period beginning on the first anniversary date of the grant.

3. On August 4, 2025 the Reporting Person was issued 15,319 RPSUs by NRG under the LTIP that vest on August 4, 2028, subject to certain performance conditions.

	Christine Zoino, by Power of Attorney	08/07/2025
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

Why did Atlas Venture file this Form 4 for VIGL?

Because its shares were automatically disposed of when Sanofi completed its merger with Vigil Neuroscience on 5 Aug 2025.

How many Vigil Neuroscience shares were disposed of?

A total of 5,836,874 common shares—4,808,896 by Atlas Venture Fund XII and 1,027,978 by Atlas Venture Opportunity Fund I.

What do former VIGL shareholders receive after the merger?

Each share converts into $8.00 in cash plus a CVR worth up to $2.00 contingent on a clinical milestone.

Does Atlas Venture still own any VIGL shares?

No. The Form 4 reports zero shares beneficially owned after the merger closed.

What is the potential value of the contingent value right (CVR)?

The CVR entitles holders to an additional $2.00 per share in cash if a specified clinical milestone is met.