=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-05
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: NRG ENERGY, INC. (NRG)
CIK: 0001013871
--- Reporting Owner ---
Name: Chung Bruce
CIK: 0001940921
Role: Officer (EVP & CFO)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock, par value $.01 per share
Date: 2026-06-05 | Code: M (Exercise of derivative)
Shares: +22,328 | Price: $0.00
Shares Owned After: 101,591 | Ownership: D (Direct)
Footnotes:
[F1] The Reporting Person was issued 22,328 Relative Performance Stock Units by NRG Energy, Inc. under NRG's Long-Term Incentive Plan that vested subject to certain performance conditions on June 5, 2026.
[Transaction #2]
Security: Common Stock, par value $.01 per share
Date: 2026-06-05 | Code: M (Exercise of derivative)
Shares: +1,410 | Price: $129.20
Total Value: $182,172.00
Shares Owned After: 103,001 | Ownership: D (Direct)
Footnotes:
[F2] In connection with the vesting of the RPSUs described above, an incremental 1,410 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock.
[Transaction #3]
Security: Common Stock, par value $.01 per share
Date: 2026-06-05 | Code: F (Payment of exercise/tax)
Shares: -1,267 | Price: $129.20
Total Value: $163,696.40
Shares Owned After: 101,734 | Ownership: D (Direct)
Footnotes:
[F3] On June 5, 2023, the Reporting Person was issued 6,975 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan. On June 5, 2026, 2,330 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 1,267 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 378 DERs in the aggregate.
[Transaction #4]
Security: Common Stock, par value $.01 per share
Date: 2026-06-05 | Code: F (Payment of exercise/tax)
Shares: -12,142 | Price: $129.20
Total Value: $1,568,746.40
Shares Owned After: 89,592 | Ownership: D (Direct)
Footnotes:
[F4] 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 12,142 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.
--- Derivative Transactions ---
[Transaction #1]
Security: Dividend Equivalent Rights
Date: 2026-06-05 | Code: M (Exercise of derivative)
Shares: +1,410 | Price: $129.20
Exercisable: N/A | Expires: 2026-06-05
Shares Owned After: 1,410 | Ownership: D (Direct)
[Transaction #2]
Security: Relative Performance Stock Units
Date: 2026-06-05 | Code: M (Exercise of derivative)
Shares: -22,328 | Price: $129.20
Exercisable: N/A | Expires: 2026-06-05
Shares Owned After: 0 | Ownership: D (Direct)
--- Footnotes (Complete Index) ---
F1: The Reporting Person was issued 22,328 Relative Performance Stock Units by NRG Energy, Inc. under NRG's Long-Term Incentive Plan that vested subject to certain performance conditions on June 5, 2026.
F2: In connection with the vesting of the RPSUs described above, an incremental 1,410 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock.
F3: On June 5, 2023, the Reporting Person was issued 6,975 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan. On June 5, 2026, 2,330 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 1,267 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 378 DERs in the aggregate.
F4: 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 12,142 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.
--- Signature ---
/s/ Christine Zoino, by Power of Attorney (2026-06-09)