Sec Form 3 Filing - Liyanearachchi Dak @ NRG ENERGY, INC. - 2025-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Liyanearachchi Dak
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 Technology Ofc.
(Last) (First) (Middle)
804 CARNEGIE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2025
(Street)
PRINCETON, NJ08540
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 44,081 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Relative Performance Stock Units ( 3 ) 01/02/2025 01/02/2025 Common Stock, par value $.01 per share 8,749 ( 2 ) D
Relative Performance Stock Units ( 5 ) 01/02/2026 01/02/2026 Common Stock, par value $.01 per share 13,798 ( 4 ) D
Relative Performance Stock Units ( 5 ) 01/02/2027 01/02/2027 Common Stock, par value $.01 per share 8,361 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Liyanearachchi Dak
804 CARNEGIE CENTER
PRINCETON, NJ08540
Exec VP, Chief Technology Ofc.
Signatures
Christine Zoino, by Power of Attorney 01/06/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 19,338 Restricted Stock Units ("RSUs") issued by NRG Energy, Inc. under NRG Energy, Inc.'s 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: 6,476 shares issued on January 2, 2025, 6,511 shares issued on October 15, 2025, 4,567 shares issued on January 2, 2026 and 1,784 shares issued on January 2, 2027. 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 to one share of NRG Common Stock. Includes 1,174 DERs.
( 2 )On January 2, 2022, the Reporting Person was issued 8,749 Relative Performance Stock Units ("RPSUs") by NRG under the LTIP that vest on January 2, 2025, subject to certain performance conditions.
( 3 )Conversion price not applicable.
( 4 )On January 2, 2023, the Reporting Person was issued 13,798 RPSUs by NRG under the LTIP that vest on January 2, 2026, subject to certain performance conditions.
( 5 )Conversion price is not applicable.
( 6 )On January 2, 2024, the Reporting Person was issued 8,361 RPSUs by NRG under the LTIP that vest on January 2, 2027, subject to certain performance conditions.

Remarks:
ex24liyan.txt

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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