NRG Energy (NYSE: NRG) EVP discloses RPSU and RSU vesting, tax share surrenders

Rhea-AI Filing Summary

NRG Energy executive reports stock awards, vesting, and tax share surrenders

NRG Energy, Inc.’s Executive Vice President and Chief Technology Officer reported multiple equity transactions on January 2, 2026. The executive received 27,596 Relative Performance Stock Units (RPSUs) that vested after meeting performance conditions, and 2,301 Restricted Stock Units (RSUs) that are scheduled to vest ratably over three years starting on the first anniversary of the grant. In connection with these vestings, 2,205 dividend equivalent rights (DERs) vested and converted into common stock.

To cover tax withholding obligations on shares vesting from RSUs and RPSUs granted in prior years, the reporting person surrendered blocks of NRG common stock at a price of $166.16 per share, including 11,727 shares tied to the RPSUs. After all reported transactions, the executive directly beneficially owns 63,635 shares of NRG common stock and 4,672 RPSUs that are scheduled to vest on January 2, 2029, subject to performance conditions.

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^*

Liyanearachchi Dak

(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, Chief Technology Ofc.

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		M		27,596(1)	A	$0(2)	73,415	D
Common Stock, par value $.01 per share	01/02/2026		A		2,301(3)	A	$0.0000	75,716	D
Common Stock, par value $.01 per share	01/02/2026		M		2,205(4)	A	$166.16	77,921	D
Common Stock, par value $.01 per share	01/02/2026		F		590(5)	D	$166.16	77,331	D
Common Stock, par value $.01 per share	01/02/2026		F		726(6)	D	$166.16	76,605	D
Common Stock, par value $.01 per share	01/02/2026		F		1,243(7)	D	$166.16	75,362	D
Common Stock, par value $.01 per share	01/02/2026		F		11,727(8)	D	$166.16	63,635	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
Dividend Equivalent Rights	$0.0000	01/02/2026		M		2,205		01/02/2026	01/02/2026	Common Stock, par value $.01 per share	2,205	$166.16	2,205	D
Relative Performance Stock Units	(9)	01/02/2026		M			27,596	01/02/2026	01/02/2026	Common Stock, par value $.01 per share	27,596	$166.16	0.0000	D
Relative Performance Stock Units	$0.0000	01/02/2026		A		4,672(10)		01/02/2029	01/02/2029	Common Stock, par value $.01 per share	4,672	$0.0000	4,672	D

Explanation of Responses:

1. The Reporting Person was issued 27,596 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under NRG's Amended and Restated Long-Term Incentive Plan ("LTIP") that vested subject to certain performance conditions on January 2, 2026.

2. Unit price is $0.00.

3. 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.

4. In connection with the vesting of the RPSUs described above, an incremental 2,205 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units or relative performance stock 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.

5. On January 2, 2025, the Reporting Person was issued 4,447 RSUs by NRG under the LTIP. On January 2, 2026, 1,480 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of Common Stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 590 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 19 DERs vested, resulting in the Reporting Person holding 107 DERs in the aggregate.

6. On January 2, 2024, the Reporting Person was issued 5,339 RSUs by NRG under the LTIP. On January 2, 2026, 1,778 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of Common Stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 726 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 66 DERs vested, resulting in the Reporting Person holding 126 DERs in the aggregate.

7. On January 2, 2023, the Reporting Person was issued 8,349 RSUs by NRG under the LTIP. On January 2, 2026, 2,789 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of Common Stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 1,243 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 222 DERs vested, resulting in the Reporting Person holding 192 DERs in the aggregate.

8. The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of Common Stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 11,727 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.

9. Conversion price is $0.00.

10. On January 2, 2026, the Reporting Person was issued 4,672 RPSUs by NRG under the LTIP that vest on January 2, 2029, subject to certain performance conditions.

	Christine Zoino, by Power of Attorney	01/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did NRG (NRG) report on January 2, 2026?

The Executive Vice President and Chief Technology Officer reported vesting of 27,596 Relative Performance Stock Units (RPSUs), vesting of prior RSU grants, issuance of 2,301 new RSUs, vesting of 2,205 dividend equivalent rights, and related share surrenders for taxes, all on January 2, 2026.

How many NRG (NRG) shares does the executive own after these transactions?

Following the reported transactions, the executive directly beneficially owns 63,635 shares of NRG Energy common stock.

What equity awards did the NRG (NRG) executive receive in this Form 4?

The executive received 27,596 RPSUs that vested on January 2, 2026 after meeting performance conditions and 2,301 RSUs that will vest ratably over three years beginning on the first anniversary of the grant.

Why were NRG (NRG) shares surrendered at $166.16 per share?

The reporting person elected to satisfy tax withholding obligations by surrendering NRG common shares valued at $166.16 per share, including 590, 726, 1,243, and 11,727 shares tied to different RSU and RPSU vestings.

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

Dividend equivalent rights accrue on the executive’s restricted stock units, market stock units, or relative performance stock units and may only be settled in NRG common stock. Each DER is the economic equivalent of one share of NRG common stock, and 2,205 DERs vested in connection with the RPSUs on January 2, 2026.

What future-vesting awards does the NRG (NRG) executive hold after these transactions?

On January 2, 2026, the executive was issued 4,672 RPSUs that are scheduled to vest on January 2, 2029, subject to specified performance conditions.