SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Gaudette Robert J
(Last) (First) (Middle)
804 CARNEGIE CENTER
(Street)
PRINCETON NJ 08540
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP, NRG Business
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 01/02/2026 M 69,588(1) A $0.0000 134,380 D
Common Stock, par value $.01 per share 01/02/2026 M 5,560(2) A $166.16 139,940 D
Common Stock, par value $.01 per share 01/02/2026 A 4,626(3) A $0.0000 144,566 D
Common Stock, par value $.01 per share 01/02/2026 F 1,199(4) D $166.16 143,367 D
Common Stock, par value $.01 per share 01/02/2026 F 1,830(5) D $166.16 141,537 D
Common Stock, par value $.01 per share 01/02/2026 F 3,046(6) D $166.16 138,491 D
Common Stock, par value $.01 per share 01/02/2026 F 29,571(7) D $166.16 108,920 D
Common Stock, par value $.01 per share 01/06/2026 S 45,000(8) D $158.76 63,920 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Dividend Equivalent Rights $0.0000 01/02/2026 M 5,560 01/02/2026 01/02/2026 Common Stock, par value $.01 per share 5,560 $166.16 5,560 D
Relative Performance Stock Units $0.0000 01/02/2026 M 69,588 01/02/2026 01/02/2026 Common Stock, par value $.01 per share 69,588 $166.16 0.0000 D
Relative Performance Stock Units $0.0000 01/02/2026 A 9,393(9) 01/02/2029 01/02/2029 Common Stock, par value $.01 per share 9,393 $0.0000 9,393 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
Christine Zoino, by Power of Attorney 01/06/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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