NRG Energy (NRG) details CEO RSU grants and 44,430 RPSUs

Rhea-AI Filing Summary

NRG Energy, Inc. reported equity awards and related share movements for its President and CEO. On January 2, 2026, the executive received 21,883 Restricted Stock Units (RSUs) under the company’s long-term incentive plan. Each RSU represents one share of common stock and is scheduled to vest ratably over three years beginning on the first anniversary of the grant.

On the same date, 14,173 previously granted RSUs vested, and the executive surrendered 5,710 shares of common stock at $166.16 per share to cover tax withholding, leaving 411,631 shares beneficially owned directly. The executive was also granted 44,430 Relative Performance Stock Units (RPSUs), which are tied to performance conditions and are scheduled to vest on January 2, 2029, with each unit linked to one share of common stock.

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)
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		A		21,883(1)	A	$0.0000	417,341	D
Common Stock, par value $.01 per share	01/02/2026		F		5,710(2)	D	$166.16	411,631	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	01/02/2026		A		44,430(3)		01/02/2029	01/02/2029	Common Stock, par value $.01 per share	44,430	$0.0000	44,430	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 three-year period beginning on the first anniversary date of the grant.

2. On January 2, 2025, the Reporting Person was issued 42,562 RSUs by NRG under the LTIP. On January 2, 2026, 14,173 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 5,710 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 189 DERs vested, resulting in the Reporting Person holding 20,400 DERs in the aggregate.

3. On January 2, 2026, the Reporting Person was issued 44,430 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NRG (NRG) report for its President and CEO?

The President and CEO received 21,883 RSUs, had 14,173 previously granted RSUs vest, surrendered 5,710 shares to cover taxes, and was granted 44,430 RPSUs, all on January 2, 2026.

How many NRG Energy shares does the reporting person own after these transactions?

Following the reported transactions, the reporting person beneficially owns 411,631 shares of NRG Energy common stock directly.

What are the terms of the 21,883 RSUs granted to the NRG CEO?

The 21,883 RSUs are issued under NRG's long-term incentive plan. Each RSU is equivalent to one share of common stock and is scheduled to vest ratably over three years, beginning on the first anniversary of the grant date.

Why were 5,710 NRG shares surrendered by the reporting person?

When 14,173 RSUs vested on January 2, 2026, the reporting person elected to satisfy the related tax obligation by surrendering 5,710 shares of common stock, valued on the vesting date, to cover withholding.

What are the 44,430 Relative Performance Stock Units (RPSUs) reported by NRG?

On January 2, 2026, the reporting person received 44,430 RPSUs under NRG's long-term incentive plan. These units are linked to performance conditions and are scheduled to vest on January 2, 2029, with each RPSU corresponding to one share of common stock.

Does the NRG filing mention any dividend equivalent rights (DERs)?

Yes. In connection with the vesting of RSUs, 189 dividend equivalent rights (DERs) vested, resulting in the reporting person holding 20,400 DERs in total.