NRG Energy (NRG) director Carter adds 133 dividend-equivalent shares to holdings

Rhea-AI Filing Summary

NRG Energy director Matthew Carter Jr reported acquiring 133 shares of NRG common stock on February 2, 2026. These were received at no cash price as dividend equivalent rights tied to his deferred or restricted stock units and settled in NRG common stock.

After this transaction, he beneficially owned 41,916 shares of NRG common stock in direct form. Each dividend equivalent right represents the economic value of one NRG share, and the filing notes that his holdings include 5,254 such 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^*

Carter Matthew Jr

(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		133	A	(1)	41,916	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 5,254 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 Matthew Carter Jr report?

NRG director Matthew Carter Jr reported acquiring 133 shares of NRG common stock on February 2, 2026. The shares came from dividend equivalent rights linked to his deferred or restricted stock units, not from an open-market stock purchase.

How many NRG (NRG) shares does Matthew Carter Jr own after this transaction?

After the reported transaction, Matthew Carter Jr beneficially owned 41,916 shares of NRG common stock directly. This figure reflects his holdings following receipt of the 133 dividend-equivalent shares reported in the insider trading disclosure.

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

Dividend equivalent rights in this filing are accrued on deferred or restricted stock units and settle only in NRG common stock. Each right is the economic equivalent of one NRG share, and the filing notes that Carter’s holdings include 5,254 such rights.

Did Matthew Carter Jr pay cash for the 133 NRG (NRG) shares acquired?

No, the 133 NRG shares were acquired at a reported price of $0.00 per share. They resulted from dividend equivalent rights attached to his deferred or restricted stock units, rather than from a cash stock purchase on the open market.

What is Matthew Carter Jr’s role at NRG (NRG) according to the insider report?

According to the insider report, Matthew Carter Jr is a director of NRG Energy, Inc. He is not listed as an officer or 10% owner in this filing, and the reported holdings are shown as directly owned common stock.