NRG Energy (NYSE: NRG) director awarded 75 dividend-equivalent rights

Rhea-AI Filing Summary

NRG Energy director Elisabeth B. Donohue reported a small stock-based accrual tied to her existing awards. On February 2, 2026, she acquired 75 shares of NRG common stock at a stated price of $0.00, reflecting dividend equivalent rights on deferred or restricted stock units.

After this transaction, she beneficially owns 27,478 shares of NRG common stock directly. This total includes 2,317 dividend equivalent rights, each economically equivalent to one NRG share and settleable only in NRG 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^*

Donohue Elisabeth B

(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
	Officer (give title below)		Other (specify below)

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		75	A	(1)	27,478	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 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 2,317 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) director Elisabeth Donohue report?

NRG Energy director Elisabeth B. Donohue reported acquiring 75 shares of NRG common stock on February 2, 2026. The shares reflect dividend equivalent rights tied to her deferred or restricted stock units and were recorded at a price of $0.00 per share.

How many NRG Energy (NRG) shares does the director hold after this Form 4?

Following the reported transaction, director Elisabeth B. Donohue beneficially owns 27,478 shares of NRG common stock directly. This figure includes 2,317 dividend equivalent rights, each treated as the economic equivalent of one NRG share and settled only in stock.

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

The filing explains that dividend equivalent rights accrue on the director’s deferred or restricted stock units. They become exercisable proportionately with the underlying units, may only be settled in NRG common stock, and each dividend equivalent right is the economic equivalent of one NRG common share.

Did NRG director Donohue pay cash for the 75 acquired NRG shares?

No cash was paid for these 75 shares; the transaction shows a price of $0.00 per share. The shares arise from dividend equivalent rights linked to existing deferred or restricted stock units, rather than from an open-market purchase for cash consideration.

Is the NRG (NRG) Form 4 transaction a large insider sale or a routine award?

This Form 4 reflects a routine, small-scale stock-based accrual, not a sale. The director received 75 additional shares through dividend equivalent rights, bringing total beneficial ownership to 27,478 shares, including 2,317 dividend equivalent rights, all tied to existing equity awards.