Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance under Equity Compensation Plans

(1)Consists of shares issuable under the NRG LTIP. See Item 15 — Note 20, Stock-Based Compensation for a discussion of the NRG LTIP

(2)Consists of shares issuable under the Vivint LTIP. On March 10, 2023, in connection with the acquisition of Vivint Smart Home, NRG assumed the Vivint LTIP. While the Vivint LTIP was previously approved by stockholders of Vivint Smart Home, Inc., the plan is listed as "not approved" because it was assumed as part of the acquisition of Vivint Smart Home and not subject to approval by NRG stockholders. See Item 15 — Note 20, Stock-Based Compensation for a discussion of the Vivint LTIP

(3)Consists of 6,648,805 shares of common stock under the NRG LTIP, 12,893,481 shares of common stock under the Vivint LTIP and 6,284,148 shares of treasury stock reserved for issuance under the ESPP

The LTIPs currently provides for grants of restricted stock units, relative performance stock units, deferred stock units and dividend equivalent rights. The Company's directors, officers and employees, as well as other individuals performing services for, or to whom an offer of employment has been extended by the Company, are eligible to receive grants under one or both of the LTIPs. The purpose of the LTIPs is to promote the Company's long-term growth and profitability by providing these individuals with incentives to maximize stockholder value and otherwise contribute to the Company's success and to enable the Company to attract, retain and reward the best available persons for positions of responsibility. The Compensation Committee of the Board of Directors administers the LTIPs.

Other information required by this Item is incorporated by reference to the similarly named section of NRG's Definitive Proxy Statement for its 2026 Annual Meeting of Stockholders.