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NRG (NRG) EVP Virginia Kinney settles performance stock units and surrenders shares for taxes

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

Rhea-AI Filing Summary

NRG Energy executive Virginia Kinney reported compensation-related stock transactions involving vested equity awards. On June 5, 2026, 15,948 Relative Performance Stock Units and an additional 1,007 Dividend Equivalent Rights vested and were converted into common shares at a conversion price of $0.00 per unit.

To cover tax withholding obligations tied to these and prior Restricted Stock Units, Kinney surrendered a total of 7,369 shares of common stock, valued at $129.20 per share for withholding purposes. These dispositions were payments of tax liabilities rather than open-market sales, and the filing reflects routine settlement of long-term incentive awards.

Positive

  • None.

Negative

  • None.
Insider Kinney Virginia
Role Exec VP, Chief Admin Officer
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 1,007 $129.20 $130K
Exercise Relative Performance Stock Units 15,948 $129.20 $2.06M
Exercise Common Stock, par value $.01 per share 15,948 $0.00 --
Exercise Common Stock, par value $.01 per share 1,007 $129.20 $130K
Tax Withholding Common Stock, par value $.01 per share 697 $129.20 $90K
Tax Withholding Common Stock, par value $.01 per share 6,672 $129.20 $862K
Holdings After Transaction: Dividend Equivalent Rights — 1,007 shares (Direct, null); Relative Performance Stock Units — 0 shares (Direct, null); Common Stock, par value $.01 per share — 71,473 shares (Direct, null)
Footnotes (1)
  1. The Reporting Person was issued 15,948 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. Unit Price is $0.00 In connection with the vesting of the RPSUs described above, an incremental 1,007 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 4,982 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan. On June 5, 2026, 1,664 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 697 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 167 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 6,672 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. The Conversion Price is $0.00
RPSUs vested 15,948 units Relative Performance Stock Units vested on June 5, 2026
Dividend Equivalent Rights vested 1,007 rights DERs vested in connection with RPSUs on June 5, 2026
Shares surrendered for taxes (total) 7,369 shares Common shares delivered to satisfy tax withholding
Shares surrendered for RPSU tax 6,672 shares Common shares surrendered for RPSU-related tax obligation
Shares surrendered for RSU tax 697 shares Common shares surrendered for RSU-related tax obligation
Fair market value used for taxes $129.20 per share Value applied to tax-withholding dispositions
Derivative exercises 16,955 shares ExerciseShares in transaction summary for derivative conversions
Tax-withholding shares (summary) 7,369 shares TaxWithholdingShares in transaction summary
Relative Performance Stock Units financial
"The Reporting Person was issued 15,948 Relative Performance Stock Units by NRG Energy, Inc. under NRG's Long-Term Incentive Plan"
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 1,007 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock"
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.
Long-Term Incentive Plan financial
"issued 15,948 Relative Performance Stock Units by NRG Energy, Inc. under NRG's Long-Term Incentive Plan"
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
"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"
Restricted Stock Units financial
"On June 5, 2023, the Reporting Person was issued 4,982 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
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Form 4 Insider Transactions: What Each Field Means →
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*
Kinney Virginia
(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)
Exec VP, Chief Admin Officer
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 share06/05/2026M15,948(1)A$0(2)71,473D
Common Stock, par value $.01 per share06/05/2026M1,007(3)A$129.272,480D
Common Stock, par value $.01 per share06/05/2026F697(4)D$129.271,783D
Common Stock, par value $.01 per share06/05/2026F6,672(5)D$129.265,111D
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$0.000006/05/2026M1,00706/05/202606/05/2026Common Stock, par value $.01 per share1,007$129.21,007D
Relative Performance Stock Units(6)06/05/2026M15,94806/05/202606/05/2026Common Stock, par value $.01 per share15,948$129.20.0000D
Explanation of Responses:
1. The Reporting Person was issued 15,948 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. Unit Price is $0.00
3. In connection with the vesting of the RPSUs described above, an incremental 1,007 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock.
4. On June 5, 2023, the Reporting Person was issued 4,982 RSUs by NRG under the NRG Energy, Inc. Long-Term Incentive Plan. On June 5, 2026, 1,664 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 697 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 167 DERs in the aggregate.
5. 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 6,672 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.
6. The Conversion Price is $0.00
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did NRG (NRG) Executive VP Virginia Kinney report in this Form 4?

Virginia Kinney reported vesting and settlement of long-term equity awards, not open-market trades. Relative Performance Stock Units and Dividend Equivalent Rights converted into NRG common stock, and some shares were surrendered to cover tax withholding obligations associated with these compensation-related awards.

How many NRG equity awards vested for Virginia Kinney in this filing?

A total of 15,948 Relative Performance Stock Units vested for Virginia Kinney on June 5, 2026, along with 1,007 Dividend Equivalent Rights. Each Dividend Equivalent Right is the economic equivalent of one NRG common share, reflecting dividend accruals on prior equity awards.

How many NRG shares were surrendered for tax withholding in Kinney’s Form 4?

The filing shows 7,369 NRG common shares surrendered for tax withholding. This includes 6,672 shares tied to Relative Performance Stock Units and 697 shares related to Restricted Stock Units, all delivered to satisfy Kinney’s tax obligations on vested awards.

Were any of Virginia Kinney’s NRG transactions open-market purchases or sales?

No open-market purchases or sales are reported. The Form 4 lists derivative exercises and tax-withholding dispositions only. Shares were delivered to cover tax liabilities and to settle vested equity awards, which is a common administrative feature of executive compensation.

What are Relative Performance Stock Units in the NRG Form 4 for Virginia Kinney?

Relative Performance Stock Units (RPSUs) are performance-based equity awards that convert into shares if conditions are met. Kinney was issued 15,948 RPSUs under NRG’s Long-Term Incentive Plan that vested on June 5, 2026, following satisfaction of specified performance criteria.

What are Dividend Equivalent Rights mentioned in NRG executive Virginia Kinney’s filing?

Dividend Equivalent Rights (DERs) give the holder economic value equal to NRG dividends on underlying awards. In this filing, 1,007 DERs vested alongside performance units, each economically equivalent to one share of NRG common stock upon conversion on June 5, 2026.