NRG Energy, Inc. (NRG) discloses executive stock unit vesting and grants

Rhea-AI Filing Summary

NRG Energy, Inc. reported insider equity transactions for its Exec VP and Chief Administrative Officer on January 2, 2026. The executive had 26,396 Relative Performance Stock Units (RPSUs) vest under the company’s long-term incentive plan, with related dividend equivalent rights also vesting and settling in common stock.

The executive received 2,621 Restricted Stock Units (RSUs) that will vest ratably over three years beginning on the first anniversary of the grant. A new grant of 5,321 RPSUs was issued that will vest on January 2, 2029, subject to performance conditions.

To cover tax withholding on the vesting RSUs and RPSUs, the executive surrendered multiple blocks of common stock, including 11,217 shares tied to RPSU vesting and additional smaller blocks from prior RSU grants, at a price of $166.16 per share.

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^*

Kinney Virginia

(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 Admin Officer

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		26,396(1)	A	$0(2)	69,587	D
Common Stock, par value $.01 per share	01/02/2026		A		2,621(3)	A	$0.0000	72,208	D
Common Stock, par value $.01 per share	01/02/2026		M		2,109(4)	A	$166.16	74,317	D
Common Stock, par value $.01 per share	01/02/2026		F		679(5)	D	$166.16	73,638	D
Common Stock, par value $.01 per share	01/02/2026		F		765(6)	D	$166.16	72,873	D
Common Stock, par value $.01 per share	01/02/2026		F		1,192(7)	D	$166.16	71,681	D
Common Stock, par value $.01 per share	01/02/2026		F		11,217(8)	D	$166.16	60,464	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		2,109		01/02/2026	01/02/2026	Common Stock, par value $.01 per share	2,109	$166.16	2,109	D
Relative Performance Stock Units	(9)	01/02/2026		M			26,396	01/02/2026	01/02/2026	Common Stock, par value $.01 per share	26,396	$166.16	0.0000	D
Relative Performance Stock Units	$0.0000	01/02/2026		A		5,321(10)		01/02/2029	01/02/2029	Common Stock, par value $.01 per share	5,321	$0.0000	5,321	D

Explanation of Responses:

1. The Reporting Person was issued 26,396 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. Unit Price is $0.00.

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. In connection with the vesting of the RPSUs described above, an incremental 2,109 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.

5. On January 2, 2025, the Reporting Person was issued 5,115 RSUs by NRG under the LTIP. On January 2, 2026, 1,703 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 679 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 22 DERs vested, resulting in the Reporting Person holding 493 DERs in the aggregate.

6. On January 2, 2024, the Reporting Person was issued 5,634 RSUs by NRG under the LTIP. On January 2, 2026, 1,876 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 765 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 69 DERs vested, resulting in the Reporting Person holding 424 DERs in the aggregate.

7. On January 2, 2023, the Reporting Person was issued 7,986 RSUs by NRG under the LTIP. On January 2, 2026, 2,668 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 1,192 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 213 DERs vested, resulting in the Reporting Person holding 211 DERs in the aggregate.

8. 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 11,217 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.

9. Conversion Price is $0.00.

10. On January 2, 2026, the Reporting Person was issued 5,321 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
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FAQ

What insider transactions did NRG (NRG) report in this Form 4?

The filing shows the Exec VP and Chief Administrative Officer had 26,396 RPSUs vest, received 2,621 new RSUs, and was granted 5,321 new RPSUs on January 2, 2026, along with related common stock movements.

How many NRG Energy RPSUs vested for the executive on January 2, 2026?

The executive had 26,396 Relative Performance Stock Units vest on January 2, 2026 under NRG Energy’s Amended and Restated Long-Term Incentive Plan, subject to performance conditions.

What new equity awards did the NRG executive receive in this filing?

The executive received 2,621 RSUs that vest ratably over three years starting on the first anniversary of the grant and a grant of 5,321 RPSUs scheduled to vest on January 2, 2029, subject to performance conditions.

Why were NRG Energy shares surrendered by the executive in this Form 4?

The executive elected to satisfy tax withholding obligations related to vesting RSUs and RPSUs by surrendering shares of common stock, including 11,217 shares tied to RPSU vesting, valued at $166.16 per share.

What are dividend equivalent rights (DERs) mentioned in the NRG filing?

The filing explains that dividend equivalent rights accrue on the executive’s restricted, market, or relative performance stock units and may only be settled in NRG common stock, with each right economically equivalent to one share of common stock.

What is the role of the reporting person in NRG Energy, Inc.?

The reporting person is identified as an Officer of NRG Energy, Inc., holding the title of Executive Vice President and Chief Administrative Officer.