NRG Energy (NRG) CEO reports RSU vesting and tax share surrender

Rhea-AI Filing Summary

NRG Energy, Inc.'s President and CEO, who also serves as a director, reported a tax-related share surrender tied to previously granted restricted stock units (RSUs).

The reporting person received 244,565 RSUs on December 15, 2023 under NRG Energy’s Amended and Restated Long Term Incentive Plan. On December 15, 2025, 81,521 RSUs converted into common shares, and the person elected to cover the resulting tax obligation by surrendering 31,309 shares of common stock. Following this transaction, the reporting person beneficially owns 395,458 shares of NRG common stock, and these holdings include 20,589 dividend equivalent rights.

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

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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^*

COBEN LAWRENCE S

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		F		31,309	D	$0(1)	395,458	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. On December 15, 2023, the Reporting Person was issued 244,565 RSUs under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's common stock, par value $.01, upon conversion. On December 15, 2025, 81,521 RSUs converted. The Reporting Person elected to satisfy their tax obligation upon the conversion. This form reflects the surrender of 31,309 shares of common stock to satisfy the grantee's tax withholding obligation. Includes 20,589 dividend equivalent rights.

	Christine Zoino, by Power of Attorney	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NRG (NRG) report in this Form 4?

The filing shows NRG Energy’s President & CEO, who is also a director, surrendered 31,309 shares of common stock on December 15, 2025. This was to satisfy the tax withholding obligation that arose when previously granted restricted stock units (RSUs) converted into common shares.

How many NRG (NRG) RSUs vested in this reported transaction?

On December 15, 2025, 81,521 RSUs granted under NRG Energy’s Amended and Restated Long Term Incentive Plan converted, with each RSU equal in value to one share of NRG common stock upon conversion.

When were the RSUs originally granted to the NRG (NRG) executive?

The reporting person was issued 244,565 RSUs on December 15, 2023 under NRG Energy, Inc.’s Amended and Restated Long Term Incentive Plan. A portion of these RSUs converted on December 15, 2025, triggering the tax-related share surrender.

How many NRG (NRG) shares does the insider own after this Form 4 transaction?

After surrendering 31,309 shares to cover taxes, the reporting person beneficially owns 395,458 shares of NRG Energy common stock. The filing also notes that these holdings include 20,589 dividend equivalent rights.

What does the $0 price mean for the NRG (NRG) insider share surrender?

The transaction is coded as “F” with a reported price of $0, and the explanation states it reflects the surrender of 31,309 shares to satisfy the grantee’s tax withholding obligation upon RSU conversion, rather than an open-market sale.

Are derivative securities reported for this NRG (NRG) insider transaction?

The Form 4 includes a section for derivative securities but does not show specific derivative transactions in the excerpt. The key reported activity is the RSU conversion and related surrender of common shares for taxes, along with a note that the holdings include 20,589 dividend equivalent rights.