=== 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: Kinney Virginia
CIK: 0002048902
Role: Officer (Exec VP, Chief Admin Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock, par value $.01 per share
Date: 2026-06-05 | Code: M (Exercise of derivative)
Shares: +15,948 | Price: $0.00
Shares Owned After: 71,473 | Ownership: D (Direct)
Footnotes:
[F1] The Reporting Person was issued 15,948 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] Unit Price is $0.00
[Transaction #2]
Security: Common Stock, par value $.01 per share
Date: 2026-06-05 | Code: M (Exercise of derivative)
Shares: +1,007 | Price: $129.20
Total Value: $130,104.40
Shares Owned After: 72,480 | Ownership: D (Direct)
Footnotes:
[F3] In connection with the vesting of the RPSUs described above, an incremental 1,007 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: -697 | Price: $129.20
Total Value: $90,052.40
Shares Owned After: 71,783 | Ownership: D (Direct)
Footnotes:
[F4] On June 5, 2023, the Reporting Person was issued 4,982 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan. On June 5, 2026, 1,664 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 697 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 105 DERs vested, resulting in the Reporting Person holding 167 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: -6,672 | Price: $129.20
Total Value: $862,022.40
Shares Owned After: 65,111 | Ownership: D (Direct)
Footnotes:
[F5] 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 6,672 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: +1,007 | Price: $129.20
Exercisable: N/A | Expires: 2026-06-05
Shares Owned After: 1,007 | Ownership: D (Direct)
[Transaction #2]
Security: Relative Performance Stock Units
Date: 2026-06-05 | Code: M (Exercise of derivative)
Shares: -15,948 | Price: $129.20
Exercisable: N/A | Expires: 2026-06-05
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F6] The Conversion Price is $0.00
--- Footnotes (Complete Index) ---
F1: The Reporting Person was issued 15,948 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: Unit Price is $0.00
F3: In connection with the vesting of the RPSUs described above, an incremental 1,007 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock.
F4: On June 5, 2023, the Reporting Person was issued 4,982 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan. On June 5, 2026, 1,664 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 697 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 105 DERs vested, resulting in the Reporting Person holding 167 DERs in the aggregate.
F5: 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 6,672 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.
F6: The Conversion Price is $0.00
--- Signature ---
/s/ Christine Zoino, by Power of Attorney (2026-06-09)