NRG ENERGY, INC.

Filing Date

Jan 6, 2026

Transaction Date

Jan 2, 2026

Accession Number

0001225208-26-000408

Form Type

4

Net Trading Amount

-$17.3M

Footnotes

1. (F1)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. (F2)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. (F3)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. (F4)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. (F5)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. (F6)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. (F7)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. (F8)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. (F9)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.