SEC FORM 3SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Pistner Matthew

(Last)(First)(Middle)
804 CARNEGIE CENTER

(Street)
PRINCETONNJ08540

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2026
3. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ]
Foreign Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
checkbox checkedOfficer (give title below)Other (specify below)
EVP, Pres. of NRG Wholesale
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checkedForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share48,359(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Relative Performance Stock Units01/02/202701/02/2027Common Stock, par value $.01 per share7,725(2)0.0000D
Relative Performance Stock Units01/02/202801/02/2028Common Stock, par value $.01 per share4,421(3)0.0000D
Relative Performance Stock Units01/02/202901/02/2029Common Stock, par value $.01 per share2,996(4)0.0000D
Relative Performance Stock Units06/15/202906/15/2029Common Stock, par value $.01 per share3,952(5)0.0000D
Explanation of Responses:
1. Includes 5,115 Restricted Stock Units (RSUs) issued by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Includes 118 Dividend Equivalent Rights (DERs). Each DER is the economic equivalent to one share of NRG Common Stock.
2. On January 2, 2024, the Reporting Person was issued 7,725 RPSUs by NRG under the LTIP that vest on January 2, 2027, subject to certain performance conditions.
3. On January 2, 2025, the Reporting Person was issued 4,421 RPSUs by NRG under the LTIP that vest on January 2, 2028, subject to certain performance conditions.
4. On January 2, 2026, the Reporting Person was issued 2,996 RPSUs by NRG under the LTIP that vest on January 2, 2029, subject to certain performance conditions.
5. On June 15, 2026, the Reporting Person was issued 3,952 RPSUs by NRG under the LTIP that vest on June 15, 2029, subject to certain performance conditions.
Christine Zoino, by Power of Attorney08/13/2026
** Signature of Reporting PersonDate
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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