Bruce Chung - Jul 28, 2022 Form 3 Insider Report for NRG ENERGY, INC. (NRG)

Role: EVP, Strategy and NRG Services
Signature: Christine Zoino, by Power of Attorney
Stock symbol: NRG
Transactions as of: Jul 28, 2022
Transactions value $: $0
Form type: 3
Date filed: 8/3/2022, 05:41 PM
Next filing: Aug 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NRG	Common Stock, par value $.01 per share						27.5K	Jul 28, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NRG	Relative Performance Stock Units							Jul 28, 2022	Common Stock, par value $.01 per share	8.07K		Direct	F2, F3, F4
holding	NRG	Relative Performance Stock Units							Jul 28, 2022	Common Stock, par value $.01 per share	7.39K		Direct	F3, F5, F6
holding	NRG	Relative Performance Stock Units							Jul 28, 2022	Common Stock, par value $.01 per share	10.1K		Direct	F3, F7, F8
holding	NRG	Relative Performance Stock Units							Jul 28, 2022	Common Stock, par value $.01 per share	2.98K		Direct	F3, F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 13, 192 Restricted Stock Units (RSUs) issued by NRG Energy, Inc. under its Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Upon vesting of the RSU's the Reporting person will receive from NRG the following: 601 shares issued on Sept 3, 2022, 5,363 shares issued on Jan 2, 2023, 602 shares issued on Sept 3, 2023, 3,808 shares issued on Jan 2, 2024, 604 shares issued on Sept 3, 2024 and 2,212 shares issued on Jan 2, 2025. The Reporting Person will also accrue Dividend Equivalent Rights (DERs) on the RSUs to which they relate that can only be settled in NRG common stock. Each DER is the economic equivalent of one share of NRG common stock. Includes 456 DERs.
F2	The Reporting Person was issued 8,067 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2020. The RPSUs will convert to shares of NRG Common Stockon January 2, 2023 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
F3	The Maximum award that the Reporting Person will receive shall not exceed six (6) times the fair market value of the Target award, determined as of the date of grant.
F4	Reporting Person will receive(i) a maximum of 16,134 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 8,067 shares of Common Stock if Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 2,016 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period(the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.
F5	The Reporting Person was issued 7,390 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2021. The RPSUs will convert to shares of NRG Common Stockon January 2, 2024 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
F6	Reporting Person will receive(i) a maximum of 14,780 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 7,390 shares of Common Stock if Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 1,847 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period(the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.
F7	The Reporting Person was issued 10,089 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2022. The RPSUs will convert to shares of NRG Common Stock on January 2, 2025 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
F8	Reporting Person will receive(i) a maximum of 20,178 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 10,089 shares of Common Stock if Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 2,522 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period(the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.
F9	The Reporting Person was issued 2,982 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on September 3, 2021. The RPSUs will convert to shares of NRG Common Stockon September 3, 2024 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
F10	Reporting Person will receive(i) a maximum of 5,964 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 2,982 shares of Common Stock if Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 745 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period(the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.