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Filing Details

Accession Number:: 0001225208-25-000390
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-01-06 17:04:10
Reporting Period:: 2025-01-02

Accepted Time:: 2025-01-06 17:04:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1013871	Nrg Energy Inc.	NRG	Electric Services (4911)	411724239

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1505252	J Robert Gaudette	804 Carnegie Center Princeton NJ 08540	Exec Vp, Nrg Business	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $.01 Per Share	Acquisiton	2025-01-02	21,898	$0.00	126,922	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2025-01-02	9,028	$0.00	135,950	No	4	A	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2025-01-02	2,284	$92.75	138,234	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2025-01-02	744	$92.75	137,490	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2025-01-02	1,707	$92.75	135,783	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2025-01-02	1,819	$92.75	133,964	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2025-01-02	9,516	$92.75	124,448	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2025-01-02	60,000	$91.41	64,448	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	A	Direct
No	4	M	Direct
No	4	F	Direct
No	4	F	Direct
No	4	F	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $.01 Per Share	Dividend Equivalent Rights	Acquisiton	2025-01-02	2,284	$92.75	2,284	$0.00
Common Stock, Par Value $.01 Per Share	Relative Performance Stock Units	Disposition	2025-01-02	21,898	$92.75	21,898	$0.00
Common Stock, Par Value $.01 Per Share	Relative Performance Stock Units	Acquisiton	2025-01-02	14,216	$0.00	14,216	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,284	2025-01-02	2025-01-02	No	4	M	Direct
0	2025-01-02	2025-01-02	No	4	M	Direct
14,216	2028-01-02	2028-01-02	No	4	A	Direct

Footnotes

The Reporting Person was issued 21,898 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, 2025.
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.
In connection with the vesting of the RPSUs described above, an incremental 2,284 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.
On January 2, 2022, the Reporting Person was issued 7,186 RSUs by NRG under the LTIP. On January 2, 2025, 2,401 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 744 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 250 DERs vested, resulting in the Reporting Person holding 1,239 DERs in the aggregate.
On January 2, 2024, the Reporting Person was issued 13,463 RSUs by NRG under the LTIP. On January 2, 2025, 4,483 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 1,707 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 1,134 DERs in the aggregate.
On January 2, 2023, the Reporting Person was issued 21,053 RSUs by NRG under the LTIP. On January 2, 2025, 7,011 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 1,819 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 460 DERs vested, resulting in the Reporting Person holding 674 DERs in the aggregate.
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 9,516 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.
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.
On January 2, 2025, the Reporting Person was issued 14,216 RPSUs by NRG under the LTIP that vest on January 2, 2028, subject to certain performance conditions.