Robert J. Gaudette - 02 Jan 2026 Form 4 Insider Report for NRG ENERGY, INC. (NRG)

Role: Exec VP, NRG Business
Signature: Christine Zoino, by Power of Attorney
Issuer symbol: NRG
Transactions as of: 02 Jan 2026
Net transactions value: -$22,782,182
Form type: 4
Filing time: 06 Jan 2026, 18:58:07 UTC
Previous filing: 05 Nov 2025
Next filing: 04 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Gaudette Robert J	Exec VP, NRG Business	804 CARNEGIE CENTER, PRINCETON	Christine Zoino, by Power of Attorney	06 Jan 2026	0001505252

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRG	Common Stock, par value $.01 per share	Options Exercise	$0	+69,588	+107%	$0.000000	134,380	02 Jan 2026	Direct	F1
transaction	NRG	Common Stock, par value $.01 per share	Options Exercise	$923,850	+5,560	+4.1%	$166.16	139,940	02 Jan 2026	Direct	F2
transaction	NRG	Common Stock, par value $.01 per share	Award	$0	+4,626	+3.3%	$0.000000	144,566	02 Jan 2026	Direct	F3
transaction	NRG	Common Stock, par value $.01 per share	Tax liability	$199,226	-1,199	-0.83%	$166.16	143,367	02 Jan 2026	Direct	F4
transaction	NRG	Common Stock, par value $.01 per share	Tax liability	$304,073	-1,830	-1.3%	$166.16	141,537	02 Jan 2026	Direct	F5
transaction	NRG	Common Stock, par value $.01 per share	Tax liability	$506,123	-3,046	-2.2%	$166.16	138,491	02 Jan 2026	Direct	F6
transaction	NRG	Common Stock, par value $.01 per share	Tax liability	$4,913,517	-29,571	-21%	$166.16	108,920	02 Jan 2026	Direct	F7
transaction	NRG	Common Stock, par value $.01 per share	Sale	$7,144,200	-45,000	-41%	$158.76	63,920	06 Jan 2026	Direct	F8

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
transaction	NRG	Dividend Equivalent Rights	Options Exercise	$923,850	+5,560		$166.16	5,560	02 Jan 2026	Common Stock, par value $.01 per share	5,560	$0.000000	Direct
transaction	NRG	Relative Performance Stock Units	Options Exercise	$11,562,742	-69,588	-100%	$166.16	0	02 Jan 2026	Common Stock, par value $.01 per share	69,588	$0.000000	Direct
transaction	NRG	Relative Performance Stock Units	Award	$0	+9,393		$0.000000	9,393	02 Jan 2026	Common Stock, par value $.01 per share	9,393	$0.000000	Direct	F9

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	The Reporting Person was issued 69,588 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.
F2	In connection with the vesting of the RPSUs described above, an incremental 5,560 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock.
F3	Represents Restricted Stock Units issued to the Reporting Person under the LTIP. Each RSU is equivalent in value to one share of NRG Common Stock, par value .01 per share. 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 anniversary date of the first grant.
F4	On January 2, 2025, the Reporting Person was issued 9,028 RSUs by NRG under the LTIP. On January 2, 2026, 3,006 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 1,199 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 40 DERs vested, resulting in the Reporting Person holding 249 DERs in the aggregate.
F5	On January 2, 2024, the Reporting Person was issued 13,463 RSUs by NRG under the LTIP. On January 2, 2026, 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 1,830 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 166 DERs vested, resulting in the Reporting Person holding 289 DERs in the aggregate.
F6	On January 2, 2023, the Reporting Person was issued 21,053 RSUs by NRG under the LTIP. On January 2, 2026, 7,032 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 3,046 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 561 DERs vested, resulting in the Reporting Person holding 455 DERs in the aggregate.
F7	The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of Common Stock for Relative Performance Stock Units (RPSUs) having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 29,571 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.
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.
F9	On January 2, 2026, the Reporting Person was issued 9,393 RPSUs by NRG under the LTIP that vest on January 2, 2029, subject to certain performance conditions.