Sec Form 4 Filing - Killinger Elizabeth R @ NRG ENERGY, INC. - 2023-01-02

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 Killinger Elizabeth R 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 Home (Last) (First) (Middle) 804 CARNEGIE CENTER 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2023 (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 12/05/2022 G V 6,396 D $ 0 107,499 D Common Stock, par value $.01 per share 01/02/2023 A 21,507( 1 ) A $ 0 129,006 D Common Stock, par value $.01 per share 01/02/2023 F 926 D $ 0 128,080( 2 ) D Common Stock, par value $.01 per share 01/02/2023 F 928 D $ 0 127,152( 3 ) D Common Stock, par value $.01 per share 01/02/2023 F 1,054 D $ 0 126,098( 4 ) 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 ( 5 ) 01/02/2023 J 16,573( 5 ) 01/02/2023 01/02/2023 Common Stock, par value $.01 per share 16,573 $ 0 0( 5 ) D Relative Performance Stock Units $ 0 01/02/2023 A 35,545 01/02/2026 01/02/2026 Common Stock, par value $.01 per share 35,545( 6 ) $ 0 35,545 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Killinger Elizabeth R 804 CARNEGIE CENTER PRINCETON, NJ08540 Exec VP, NRG Home Signatures Christine Zoino, by Power of Attorney 01/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )On January 2, 2022, the Reporting Person was issued 11,016 RSUs by NRG under the LTIP. On January 2, 2023, 3,668 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 926 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 133 DERs vested, resulting in the Reporting Person holding 1,145 DERs in the aggregate. ( 3 )On January 2, 2021, the Reporting Person was issued 9,913 RSUs by NRG under the LTIP. On January 2, 2023, 3,301 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 928 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 233 DERs vested, resulting in the Reporting Person holding 912 DERs in the aggregate. ( 4 )On January 2, 2020, the Reporting Person was issued 9,594 RSUs by NRG under the LTIP. On January 2, 2023, 3,205 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 1,054 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 349 DERs vested, resulting in the Reporting Person holding 563 DERs in the aggregate. ( 5 )The Reporting Person did not vest in shares associated with RPSUs granted on January 2, 2020 because of performance conditions. ( 6 )On January 2, 2023, the Reporting Person was issued 35,545 RPSUs by NRG under the LTIP that vest on January 2, 2026, subject to certain performance conditions.

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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