NRG Energy (NRG) Form 4 NRG ENERGY / Virginia Kinney ownership change

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^*

Kinney Virginia

(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, Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2025

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	01/02/2025		M		16,338(1)	A	$0(2)	67,545	D
Common Stock, par value $.01 per share	01/02/2025		A		5,115(3)	A	$0.0000	72,660	D
Common Stock, par value $.01 per share	01/02/2025		M		1,704(4)	A	$92.75	74,364	D
Common Stock, par value $.01 per share	01/02/2025		F		468	D	$92.75	73,896(5)	D
Common Stock, par value $.01 per share	01/02/2025		F		581	D	$92.75	73,315(6)	D
Common Stock, par value $.01 per share	01/02/2025		F		688	D	$92.75	72,627(7)	D
Common Stock, par value $.01 per share	01/02/2025		F		6,492(8)	D	$92.75	66,135	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	01/02/2025		M		1,704		01/02/2025	01/02/2025	Common Stock, par value $.01 per share	1,704	$92.75	1,704	D
Relative Performance Stock Units	(9)	01/02/2025		M			16,338	01/02/2025	01/02/2025	Common Stock, par value $.01 per share	16,338	$92.75	0.0000	D
Relative Performance Stock Units	$0.0000	01/02/2025		A		8,054(10)		01/02/2028	01/02/2028	Common Stock, par value $.01 per share	8,054	$0.0000	8,054	D

Explanation of Responses:

1. The Reporting Person was issued 16,338 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.

2. Unit price is $92.75.

3. 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.

4. In connection with the vesting of the RPSUs described above, an incremental 1,704 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.

5. On January 2, 2024, the Reporting Person was issued 5,634 RSUs by NRG under the LTIP. On January 2, 2025, 1,876 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 468 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 44 DERs vested, resulting in the Reporting Person holding 1,204 DERs in the aggregate.

6. On January 2, 2022, the Reporting Person was issued 5,362 RSUs by NRG under the LTIP. On January 2, 2025, 1,791 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 581 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 186 DERs vested, resulting in the Reporting Person holding 1,018 DERs in the aggregate.

7. On January 2, 2023, the Reporting Person was issued 7,986 RSUs by NRG under the LTIP. On January 2, 2025, 2,659 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 688 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 174 DERs vested, resulting in the Reporting Person holding 844 DERs in the aggregate.

8. 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 6,492 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.

9. Conversion price is not applicable.

10. On January 2, 2025, the Reporting Person was issued 8,054 RPSUs by NRG under the LTIP that vest on January 2, 2028, subject to certain performance conditions.

	Christine Zoino, by Power of Attorney	01/06/2025
	** 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).
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