NRG Energy (NRG) EVP & General Counsel details stock awards and sales

Rhea-AI Filing Summary

NRG Energy's Executive Vice President and General Counsel reported multiple equity transactions centered on performance and restricted stock awards that vested on January 2, 2026. The executive received 61,790 Relative Performance Stock Units (RPSUs) that vested subject to performance conditions, plus an incremental 4,937 dividend equivalent rights (DERs) that settled in common stock. Additional grants included 3,829 Restricted Stock Units (RSUs) that will vest ratably over three years.

To cover tax withholding on vested RSUs and RPSUs, the executive surrendered blocks of common stock, including 1,070, 1,751, 2,015, and 28,306 shares at prices around $166.16 per share. The executive also sold 60,580 shares at a weighted average price of $161.71 and 46,976 shares at $158.84, with the sales executed under a Rule 10b5-1 trading plan. After these transactions, the executive directly held 46,113 shares of NRG common stock and 7,773 RPSUs scheduled to vest on January 2, 2029.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Curci Brian

(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 & General Counsel

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		61,790(1)	A	$0.0000	178,045	D
Common Stock, par value $.01 per share	01/02/2026		M		4,937(2)	A	$166.16	182,982	D
Common Stock, par value $.01 per share	01/02/2026		A		3,829(3)	A	$0.0000	186,811	D
Common Stock, par value $.01 per share	01/02/2026		F		1,070(4)	D	$166.16	185,741	D
Common Stock, par value $.01 per share	01/02/2026		F		1,751(5)	D	$166.16	183,990	D
Common Stock, par value $.01 per share	01/02/2026		F		2,015(6)	D	$166.16	181,975	D
Common Stock, par value $.01 per share	01/02/2026		F		28,306(7)	D	$166.16	153,669	D
Common Stock, par value $.01 per share	01/05/2026		S		60,580(8)	D	$161.71	93,089	D
Common Stock, par value $.01 per share	01/06/2026		S		46,976(8)	D	$158.84	46,113	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		4,937		01/02/2026	01/02/2026	Common Stock, par value $.01 per share	4,937	$166.16	4,937	D
Relative Performance Stock Units	$0.0000	01/02/2026		M			61,790	01/02/2026	01/02/2026	Common Stock, par value $.01 per share	61,790	$166.16	0.0000	D
Relative Performance Stock Units	$0.0000	01/02/2026		A		7,773(9)		01/02/2029	01/02/2029	Common Stock, par value $.01 per share	7,773	$0.0000	7,773	D

Explanation of Responses:

1. The Reporting Person was issued 61,790 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. In connection with the vesting of the RPSUs described above, an incremental 4,937 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.

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. On January 2, 2025, the Reporting Person was issued 7,472 RSUs by NRG under the LTIP. On January 2, 2026, 2,488 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 1,070 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 33 DERs vested, resulting in the Reporting Person holding 216 DERs in the aggregate.

5. On January 2, 2024, the Reporting Person was issued 11,955 RSUs by NRG under the LTIP. On January 2, 2026, 3,981 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 1,751 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 147 DERs vested, resulting in the Reporting Person holding 249 DERs in the aggregate.

6. On January 2, 2023, the Reporting Person was issued 18,693 RSUs by NRG under the LTIP. On January 2, 2026, 6,244 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 2,015 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 498 DERs vested, resulting in the Reporting Person holding 396 DERs in the aggregate.

7. 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 28,306 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.

8. This transaction was executed in multiple trades. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

9. On January 2, 2026, the Reporting Person was issued 7,773 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.
* 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.
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FAQ

Who is the insider reporting transactions in NRG (NRG) stock?

The reporting person is an Executive Vice President and General Counsel of NRG Energy, Inc., identified as an officer of the company.

What equity awards vested for the NRG (NRG) executive on January 2, 2026?

On January 2, 2026, the executive had 61,790 Relative Performance Stock Units (RPSUs) vest subject to performance conditions and 4,937 dividend equivalent rights (DERs) vest in connection with those units.

How many NRG (NRG) shares did the insider sell, and at what prices?

The insider sold 60,580 shares of NRG common stock at a weighted average price of $161.71 on January 5, 2026 and 46,976 shares at $158.84 on January 6, 2026.

Were the NRG (NRG) stock sales made under a Rule 10b5-1 trading plan?

Yes. The explanation states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

How did the NRG (NRG) executive satisfy tax withholding on vested awards?

The executive elected to satisfy tax withholding by surrendering shares of common stock upon exchange for vested RSUs and RPSUs, including 1,070, 1,751, 2,015, and 28,306 shares reflected as dispositions.

What NRG (NRG) equity awards were newly granted in this report?

The executive was granted 3,829 Restricted Stock Units (RSUs) that vest ratably over three years beginning on the first anniversary of the grant, and 7,773 RPSUs that vest on January 2, 2029 subject to performance conditions.

How many NRG (NRG) shares and derivative units does the insider hold after these transactions?

Following the reported transactions, the insider directly owned 46,113 shares of NRG common stock and 7,773 Relative Performance Stock Units as derivative securities.