NRG Energy (NYSE: NRG) CFO details stock unit vesting, grants and sale

Rhea-AI Filing Summary

NRG Energy, Inc.’s EVP and CFO reported multiple equity transactions. On January 2, 2026, 64,010 Relative Performance Stock Units vested and 5,114 dividend equivalent rights settled into common stock. The officer also received 4,626 new restricted stock units that vest ratably over three years.

To cover tax withholding on vesting of RSUs and performance units, the officer surrendered several blocks of shares, including 35,357 shares related to performance stock units. On January 6, 2026, the officer sold 7,617 shares of common stock at a weighted average price of $158.79 under a Rule 10b5-1 trading plan, and reported owning 91,530 shares of common stock directly after these transactions. In addition, 9,393 new performance stock units were granted that vest on January 2, 2029, subject to performance conditions.

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).

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^*

Chung Bruce

(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)
	EVP & CFO

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		64,010(1)	A	$0.0000	132,625	D
Common Stock, par value $.01 per share	01/02/2026		M		5,114(2)	A	$166.16	137,739	D
Common Stock, par value $.01 per share	01/02/2026		A		4,626(3)	A	$0.0000	142,365	D
Common Stock, par value $.01 per share	01/02/2026		F		1,558(4)	D	$166.16	140,807	D
Common Stock, par value $.01 per share	01/02/2026		F		2,787(5)	D	$166.16	138,020	D
Common Stock, par value $.01 per share	01/02/2026		F		3,516(6)	D	$166.16	134,504	D
Common Stock, par value $.01 per share	01/02/2026		F		35,357(7)	D	$166.16	99,147	D
Common Stock, par value $.01 per share	01/06/2026		S		7,617(8)	D	$158.79	91,530	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		5,114		01/02/2026	01/02/2026	Common Stock, par value $.01 per share	5,114	$166.16	5,114	D
Relative Performance Stock Units	$0.0000	01/02/2026		M			64,010	01/02/2026	01/02/2026	Common Stock, par value $.01 per share	64,010	$0.0000	0.0000	D
Relative Performance Stock Units	$0.0000	01/02/2026		A		9,393(9)		01/02/2029	01/02/2029	Common Stock, par value $.01 per share	9,393	$0.0000	9,393	D

Explanation of Responses:

1. The Reporting Person was issued 64,010 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 5,114 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 9,028 RSUs by NRG under the LTIP. On January 2, 2026, 3,006 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 1,558 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 40 DERs vested, resulting in the Reporting Person holding 409 DERs in the aggregate.

5. On January 2, 2024, the Reporting Person was issued 15,776 RSUs by NRG under the LTIP. On January 2, 2026, 5,253 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 2,787 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 195 DERs vested, resulting in the Reporting Person holding 449 DERs in the aggregate.

6. On January 2, 2023, the Reporting Person was issued 19,365 RSUs by NRG under the LTIP. On January 2, 2026, 6,468 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 3,516 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 516 DERs vested, resulting in the Reporting Person holding 644 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 35,357 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 9,393 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).
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FAQ

What did NRG (NRG) disclose about its EVP & CFO’s recent stock activity?

The EVP & CFO of NRG Energy, Inc. reported vesting of performance and restricted stock units, share surrenders for taxes, and an open-market sale of common stock, along with new performance-based awards.

How many NRG shares did the EVP & CFO sell in this Form 4 filing?

The officer reported selling 7,617 shares of NRG common stock on January 6, 2026 at a weighted average price of $158.79 per share.

How many NRG shares does the EVP & CFO own after the reported transactions?

Following the reported transactions, the EVP & CFO directly beneficially owned 91,530 shares of NRG common stock.

What equity awards vested for the NRG EVP & CFO on January 2, 2026?

On January 2, 2026, 64,010 Relative Performance Stock Units vested, and an additional 5,114 dividend equivalent rights vested and were settled in NRG common stock.

Did the NRG EVP & CFO receive any new restricted or performance stock units?

Yes. The officer received 4,626 restricted stock units that vest ratably over three years and 9,393 Relative Performance Stock Units that vest on January 2, 2029, subject to performance conditions.

Were any NRG shares surrendered to pay taxes on vesting?

Yes. The officer elected to satisfy tax withholding obligations by surrendering multiple share blocks, including 35,357 shares related to vested performance stock units and additional shares tied to vested RSUs.

Was the NRG EVP & CFO’s stock sale made under a Rule 10b5-1 trading plan?

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