NRG CTO covers taxes on 6,511 RSUs; now holds 45,789 shares

Rhea-AI Filing Summary

NRG Energy (NRG) reported an insider tax-withholding transaction. On October 15, 2025, the EVP & Chief Technology Officer surrendered 2,782 shares of common stock at $171.33 (code F) to cover taxes from RSUs that vested the same day.

These RSUs relate to a 19,493-unit grant dated October 15, 2022, of which 6,511 shares vested on October 15, 2025. Following the transaction, the officer beneficially owns 45,789 shares directly. In connection with the vesting, 558 dividend equivalent rights vested, resulting in 386 DERs held in total.

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)
10/15/2025

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	10/15/2025		F		2,782	D	$171.33	45,789(1)	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 October 15, 2022, the Reporting Person was issued 19,493 RSUs by NRG under the LTIP. On October 15, 2025, 6,511 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 2,782 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 558 DERs vested, resulting in the Reporting Person holding 386 DERs in the aggregate.

	Christine Zoino, by Power of Attorney	10/16/2025
	** 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 did NRG (NRG) disclose in this Form 4?

An officer surrendered 2,782 shares at $171.33 (code F) to satisfy taxes on vested RSUs.

How many RSUs vested for the NRG officer?

6,511 shares vested on October 15, 2025 from a 19,493-unit grant dated October 15, 2022.

What is the officer’s beneficial ownership after the transaction?

The officer directly holds 45,789 shares following the reported transaction.

What does transaction code F indicate here?

Code F reflects a share surrender to cover the reporting person’s tax withholding obligation upon RSU vesting.

Were there any dividend equivalent rights (DERs) involved?

558 DERs vested, resulting in the officer holding 386 DERs in total.

Which NRG executive is involved?

The reporting person serves as EVP, Chief Technology Officer.