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NRG (NRG) CFO Bruce Chung reports equity vesting and share surrender for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NRG Energy EVP & CFO Bruce Chung reported equity award vesting and related tax withholding transactions. On June 5, 2026, 22,328 Relative Performance Stock Units vested under NRG's Long-Term Incentive Plan, along with an incremental 1,410 Dividend Equivalent Rights, each equal in value to one common share. Separately, 2,330 shares from a 6,975-share RSU grant vested, triggering an additional 147 Dividend Equivalent Rights.

To satisfy tax withholding obligations from these vestings, Chung surrendered 12,142 shares and 1,267 shares of common stock back to the company instead of using cash. These dispositions are characterized as tax-withholding events, not open-market sales, and the filing reflects continued direct ownership of NRG common stock and Dividend Equivalent Rights.

Positive

  • None.

Negative

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Insider Chung Bruce
Role EVP & CFO
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 1,410 $129.20 $182K
Exercise Relative Performance Stock Units 22,328 $129.20 $2.88M
Exercise Common Stock, par value $.01 per share 22,328 $0.00 --
Exercise Common Stock, par value $.01 per share 1,410 $129.20 $182K
Tax Withholding Common Stock, par value $.01 per share 1,267 $129.20 $164K
Tax Withholding Common Stock, par value $.01 per share 12,142 $129.20 $1.57M
Holdings After Transaction: Dividend Equivalent Rights — 1,410 shares (Direct, null); Relative Performance Stock Units — 0 shares (Direct, null); Common Stock, par value $.01 per share — 101,591 shares (Direct, null)
Footnotes (1)
  1. The Reporting Person was issued 22,328 Relative Performance Stock Units by NRG Energy, Inc. under NRG's Long-Term Incentive Plan that vested subject to certain performance conditions on June 5, 2026. In connection with the vesting of the RPSUs described above, an incremental 1,410 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock. On June 5, 2023, the Reporting Person was issued 6,975 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan. On June 5, 2026, 2,330 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 1,267 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 147 DERs vested, resulting in the Reporting Person holding 378 DERs in the aggregate. 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 12,142 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.
RPSUs vested 22,328 units Relative Performance Stock Units vested on June 5, 2026
DERs vested with RPSUs 1,410 rights Dividend Equivalent Rights vesting tied to RPSUs
RSU grant size 6,975 RSUs RSUs issued on June 5, 2023 under long-term plan
RSUs vested 2,330 shares Shares vesting from RSU grant on June 5, 2026
Shares surrendered for RPSU tax 12,142 shares Common stock surrendered to satisfy tax on RPSU vesting
Shares surrendered for RSU tax 1,267 shares Common stock surrendered to satisfy tax on RSU vesting
Total tax withholding shares 13,409 shares Aggregate shares used for tax withholding per summary
Derivative exercises 23,738 shares Total underlying shares from derivative exercises
Relative Performance Stock Units financial
"The Reporting Person was issued 22,328 Relative Performance Stock Units by NRG Energy, Inc."
Relative performance stock units are a type of share-based pay that vests and pays out only if the company’s stock does better or worse than a predefined group of peers or a market benchmark over a set period. Imagine a race where rewards depend not on finishing time alone but on beating the other runners; for investors this matters because it links executives’ pay to competitive results and can dilute shares if large payouts occur.
Dividend Equivalent Rights financial
"an incremental 1,410 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share"
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
RSUs financial
"the Reporting Person was issued 6,975 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Long-Term Incentive Plan financial
"by NRG Energy, Inc. under NRG's Long-Term Incentive Plan that vested subject to certain performance conditions"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
tax withholding obligation financial
"The Reporting Person elected to satisfy their tax obligation upon the exchange of Common Stock for RSUs"
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FAQ

What insider transactions did NRG (NRG) CFO Bruce Chung report?

Bruce Chung reported vesting of performance-based and time-based equity awards and related tax withholding. Relative Performance Stock Units, RSUs, and Dividend Equivalent Rights converted into common stock, and some shares were surrendered back to NRG to cover associated tax obligations instead of being sold on the market.

How many Relative Performance Stock Units vested for NRG CFO Bruce Chung?

A total of 22,328 Relative Performance Stock Units vested for Bruce Chung on June 5, 2026. These units were granted under NRG’s Long-Term Incentive Plan and settled in common stock, reflecting performance-based compensation rather than open-market purchases of NRG shares.

What are Dividend Equivalent Rights in the NRG (NRG) Form 4 filing?

Dividend Equivalent Rights, or DERs, are awards economically equivalent to one share of common stock. In this filing, 1,410 DERs vested with the RPSUs, and 147 DERs vested with RSUs, increasing Chung’s derivative-based compensation tied to NRG’s common stock performance and dividends.

Did NRG CFO Bruce Chung sell shares on the open market?

The filing shows no open-market sales; dispositions were for tax withholding. Chung surrendered 12,142 and 1,267 shares of common stock back to NRG to satisfy tax obligations arising from equity award vesting, a common non-market mechanism for handling withholding taxes.

What RSU activity did the NRG (NRG) Form 4 disclose for Bruce Chung?

The Form 4 notes a 6,975-share RSU grant from June 5, 2023, with 2,330 shares vesting on June 5, 2026. To meet tax withholding on this vesting, 1,267 common shares were surrendered, and 147 related Dividend Equivalent Rights vested, increasing equity-linked compensation.

Is the NRG (NRG) Form 4 for Bruce Chung a routine compensation event?

The transactions reflect routine vesting of long-term incentive awards and related tax withholding. They involve RPSUs, RSUs, and Dividend Equivalent Rights converting into NRG common stock, with shares surrendered to cover taxes rather than discretionary open-market buying or selling activity.
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chung Bruce

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

(Street)
PRINCETON NEW JERSEY 08540

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, par value $.01 per share06/05/2026M22,328(1)A$0.0000101,591D
Common Stock, par value $.01 per share06/05/2026M1,410(2)A$129.2103,001D
Common Stock, par value $.01 per share06/05/2026F1,267(3)D$129.2101,734D
Common Stock, par value $.01 per share06/05/2026F12,142(4)D$129.289,592D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights$0.000006/05/2026M1,41006/05/202606/05/2026Common Stock, par value $.01 per share1,410$129.21,410D
Relative Performance Stock Units$0.000006/05/2026M22,32806/05/202606/05/2026Common Stock, par value $.01 per share22,328$129.20.0000D
Explanation of Responses:
1. The Reporting Person was issued 22,328 Relative Performance Stock Units by NRG Energy, Inc. under NRG's Long-Term Incentive Plan that vested subject to certain performance conditions on June 5, 2026.
2. In connection with the vesting of the RPSUs described above, an incremental 1,410 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock.
3. On June 5, 2023, the Reporting Person was issued 6,975 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan. On June 5, 2026, 2,330 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 1,267 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 147 DERs vested, resulting in the Reporting Person holding 378 DERs in the aggregate.
4. 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 12,142 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.
Christine Zoino, by Power of Attorney06/09/2026
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)