NRG Energy (NRG) SVP reports RSU grants, tax-share surrenders, and RPSUs

Rhea-AI Filing Summary

NRG Energy reported equity compensation and related share transactions for its Senior Vice President & Chief Accounting Officer. On January 2, 2026, the officer received 1,072 restricted stock units (RSUs) under NRG’s long-term incentive plan, each equivalent to one share of common stock, vesting ratably over three years beginning on the first anniversary of the grant.

On the same date, previously granted RSUs from 2024 and 2025 partially vested, and the officer surrendered 265 shares and separately 786 shares of common stock at $166.16 per share to cover tax withholding obligations. The filing also shows a new grant of 2,177 relative performance stock units (RPSUs) that are scheduled to vest on January 2, 2029, subject to performance conditions. After these transactions, the officer held 7,645 shares of NRG common stock directly.

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^*

Spencer Gerald Alfred

(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)
	SVP & Chief Accounting 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		A		1,072(1)	A	$0.0000	8,696	D
Common Stock, par value $.01 per share	01/02/2026		F		265(2)	D	$166.16	8,431	D
Common Stock, par value $.01 per share	01/02/2026		F		786(3)	D	$166.16	7,645	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
Relative Performance Stock Units	$0.0000	01/02/2026		A		2,177(4)		01/02/2029	01/02/2029	Common Stock, par value $.01 per share	2,177	$0.0000	2,177	D

Explanation of Responses:

1. 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.

2. On January 2, 2025, the Reporting Person was issued 2,001 RSUs by NRG under the LTIP. On January 2, 2026, 666 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 265 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 8 DERs vested, resulting in the Reporting Person holding 86 DERs in the aggregate.

3. On January 2, 2024, the Reporting Person was issued 1,739 and 3,622 RSUs in two individual grants by NRG under the LTIP. On January 2, 2026, 579 and 1,206 shares vested respectively. 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 a total of 786 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, a total of 65 DERs vested, resulting in the Reporting Person holding 94 DERs in the aggregate.

4. On January 2, 2026, the Reporting Person was issued 2,177 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 transaction did NRG (NRG) disclose in this Form 4?

The filing shows NRG’s Senior Vice President & Chief Accounting Officer received 1,072 RSUs on January 2, 2026 under the long-term incentive plan and reported related share surrenders for tax withholding on vested RSUs.

How many restricted stock units did the NRG officer receive on January 2, 2026?

The officer was granted 1,072 restricted stock units (RSUs), each equivalent in value to one share of NRG common stock, vesting ratably over three years starting on the first anniversary of the grant.

What performance-based awards were granted to the NRG insider?

On January 2, 2026, the officer received 2,177 relative performance stock units (RPSUs) that are scheduled to vest on January 2, 2029, subject to specified performance conditions.

Why did the NRG insider surrender shares of common stock in this filing?

When RSUs granted in 2024 and 2025 vested on January 2, 2026, the officer elected to satisfy tax withholding by surrendering 265 shares and separately 786 shares of NRG common stock, each at a price of $166.16 per share.

How many NRG shares does the officer own after the reported transactions?

Following the reported grants, vesting, and share surrenders, the officer beneficially owned 7,645 shares of NRG common stock directly.

How do the new RSUs granted to the NRG officer vest over time?

The 1,072 RSUs granted on January 2, 2026 will vest ratably over a three-year period, beginning on the first anniversary of the grant date, with each vested unit delivering one share of NRG common stock.