Sec Form 4 Filing - Gaudette Robert J @ NRG ENERGY, INC. - 2025-01-02

FORM 4 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 Gaudette Robert J 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 (Last) (First) (Middle) 804 CARNEGIE CENTER 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2025 (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 01/02/2025 M 21,898 ( 1 ) A $ 0 126,922 D Common Stock, par value $.01 per share 01/02/2025 A 9,028 ( 2 ) A $ 0 135,950 D Common Stock, par value $.01 per share 01/02/2025 M 2,284 ( 3 ) A $ 92.75 138,234 D Common Stock, par value $.01 per share 01/02/2025 F 744 D $ 92.75 137,490 ( 4 ) D Common Stock, par value $.01 per share 01/02/2025 F 1,707 D $ 92.75 135,783 ( 5 ) D Common Stock, par value $.01 per share 01/02/2025 F 1,819 D $ 92.75 133,964 ( 6 ) D Common Stock, par value $.01 per share 01/02/2025 F 9,516 ( 7 ) D $ 92.75 124,448 D Common Stock, par value $.01 per share 01/02/2025 S 60,000 ( 8 ) D $ 91.41 64,448 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 Dividend Equivalent Rights $ 0 01/02/2025 M 2,284 01/02/2025 01/02/2025 Common Stock, par value $.01 per share 2,284 $ 92.75 2,284 D Relative Performance Stock Units $ 0 01/02/2025 M 21,898 01/02/2025 01/02/2025 Common Stock, par value $.01 per share 21,898 $ 92.75 0 D Relative Performance Stock Units $ 0 01/02/2025 A 14,216 01/02/2028 01/02/2028 Common Stock, par value $.01 per share 14,216 ( 9 ) $ 0 14,216 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gaudette Robert J 804 CARNEGIE CENTER PRINCETON, NJ08540 Exec VP, NRG Business Signatures Christine Zoino, by Power of Attorney 01/06/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person was issued 21,898 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 )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. ( 3 )In connection with the vesting of the RPSUs described above, an incremental 2,284 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. ( 4 )On January 2, 2022, the Reporting Person was issued 7,186 RSUs by NRG under the LTIP. On January 2, 2025, 2,401 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 744 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 250 DERs vested, resulting in the Reporting Person holding 1,239 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, 2025, 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 1,707 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 105 DERs vested, resulting in the Reporting Person holding 1,134 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, 2025, 7,011 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 1,819 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 460 DERs vested, resulting in the Reporting Person holding 674 DERs in the aggregate. ( 7 )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 9,516 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 regar ding 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, 2025, the Reporting Person was issued 14,216 RPSUs by NRG under the LTIP that vest on January 2, 2028, subject to certain performance conditions.

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