NRG (NRG) SVP & Chief Accounting Officer adds shares via dividend equivalents

Rhea-AI Filing Summary

NRG Energy senior vice president and chief accounting officer Gerald Alfred Spencer reported a small automatic share accrual. On 02/02/2026 he acquired 13 shares of NRG common stock at no cost, related to dividend equivalent rights on his deferred or restricted stock units, bringing his directly owned holdings to 7,658 shares.

The filing explains these dividend equivalent rights track dividends on underlying units and are only settled in NRG common stock. Each right is economically equivalent to one NRG share, and the total includes 99 such dividend equivalent rights.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Spencer Gerald Alfred

Role SVP & Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, par value $.01 per share	13	$0.00	--

Holdings After Transaction: Common Stock, par value $.01 per share — 7,658 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Spencer Gerald Alfred

(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)
	SVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		13	A	(1)	7,658	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

Explanation of Responses:

1. Represents dividend equivalent rights accrued on the Reporting Person's deferred stock units and or restricted stock units, which become exercisable proportionately with the underlying units to which they relate and may only be settled in NRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock. Includes 99 dividend equivalent rights.

	/s/ Christine Zoino, by Power of Attorney	02/04/2026
	** 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

What insider transaction did NRG (NRG) report for Gerald Alfred Spencer?

NRG reported that SVP and Chief Accounting Officer Gerald Alfred Spencer acquired 13 shares of common stock on 02/02/2026 at no cost. The shares arose from dividend equivalent rights tied to his deferred or restricted stock units, increasing his directly held position to 7,658 shares.

How many NRG (NRG) shares does Gerald Alfred Spencer now beneficially own?

After the 02/02/2026 transaction, Gerald Alfred Spencer beneficially owns 7,658 shares of NRG common stock directly. This figure reflects the additional 13 shares received through dividend equivalent rights linked to his deferred or restricted stock units as described in the Form 4 footnote.

What are the dividend equivalent rights mentioned in the NRG (NRG) Form 4 filing?

The filing states these represent dividend equivalent rights accrued on deferred and restricted stock units. They become exercisable proportionately with the underlying units and may only be settled in NRG common stock. Each right is economically equivalent to one NRG share and includes 99 such rights.

Was the NRG (NRG) insider transaction a purchase or an automatic accrual?

The transaction is coded “A” for acquisition and occurred at a price of $0.0000 per share, indicating an automatic accrual rather than an open-market purchase. The shares were received through dividend equivalent rights tied to existing equity awards, not through a cash transaction.

What role does Gerald Alfred Spencer hold at NRG (NRG)?

Gerald Alfred Spencer is identified as an officer of NRG, serving as Senior Vice President and Chief Accounting Officer. His position is specified in the Form 4, which also confirms he is not listed as a director or 10% owner in this particular insider ownership report.

How many dividend equivalent rights are included in Gerald Alfred Spencer’s NRG (NRG) holdings?

The footnote explains that his holdings include 99 dividend equivalent rights. These rights accrue on deferred stock units or restricted stock units, become exercisable with the underlying awards, and are economically equivalent to one share of NRG common stock for each right when settled.