NRG (NRG) director Marcie Zlotnik receives 23 dividend-equivalent shares

Rhea-AI Filing Summary

NRG Energy director Marcie Zlotnik reported acquiring 23 shares of NRG common stock on February 2, 2026. These were credited as dividend equivalent rights tied to her deferred or restricted stock units and carry no purchase price. After this transaction, she beneficially owns 7,248 common shares directly. Each dividend equivalent right is the economic equivalent of one NRG share and is exercisable in step with the related stock units, and may only be settled 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^*

ZLOTNIK MARCIE

(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		23	A	(1)	7,248	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 217 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 Marcie Zlotnik report?

Director Marcie Zlotnik reported acquiring 23 shares of NRG common stock on February 2, 2026. The acquisition came through dividend equivalent rights linked to her deferred or restricted stock units and did not involve a cash purchase price.

How many NRG (NRG) shares does Marcie Zlotnik own after this Form 4?

After the reported transaction, Marcie Zlotnik beneficially owns 7,248 shares of NRG common stock directly. This total includes shares associated with dividend equivalent rights that track and settle in NRG stock alongside her underlying stock units.

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

Dividend equivalent rights in this filing represent credits that mirror dividends on deferred or restricted stock units. Each right equals one share of NRG common stock and becomes exercisable proportionately with the underlying units, settling only in NRG stock rather than cash.

Did NRG (NRG) director Marcie Zlotnik pay for the 23 acquired shares?

The 23 acquired shares carry a reported price of zero per share. They were issued as dividend equivalent rights connected to existing deferred or restricted stock units, so no separate cash payment was made by the director for this particular acquisition.

How many dividend equivalent rights does the NRG (NRG) director hold?

The footnote states that the holdings include 217 dividend equivalent rights. Each right is economically equal to one NRG common share and vests proportionately with the related deferred or restricted stock units, settling solely in NRG common stock when exercised.