Item 1A. RISK FACTORS

During the nine months ended September 30, 2022, there were no material changes to the Risk Factors disclosed in Part I, Item 1A, Risk Factors, of the Company's 2021 Form 10-K, except for the update below:

Negative publicity may damage NRG’s reputation or its brands.

NRG’s reputation and brands could be damaged for numerous reasons, including negative views of the Company’s environmental impact, sustainability goals, supply chain practices, product and service offerings, sponsorship relationships, charitable giving programs and public statements made by Company officials. The Company may also experience criticism or backlash from media, customers, employees, government entities, advocacy groups and other stakeholders that disagree with positions taken by the Company or its executives. If the Company’s brands or reputation are damaged, it could negatively impact the Company’s business, financial condition, results of operations, and ability to attract and retain highly qualified employees.

ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth the information with respect to purchases made by or on behalf of NRG or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act), of NRG's common stock during the quarter ended September 30, 2022.


For the three months ended September 30, 2022	Total Number of Shares Purchased	Average Price Paid per Share(b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(a)(c)
Month #1
(July 1, 2022 to July 31, 2022)	—	$	—	—	$	594,730,048
Month #2
(August 1, 2022 to August 31, 2022)	1,074,500	$	42.21	1,074,500	$	549,357,941
Month #3
(September 1, 2022 to September 30, 2022)	1,972,536	$	41.63	1,972,536	$	466,742,103

Total at September 30, 2022	3,047,036	$	41.83	3,047,036

(a)On December 6, 2021 the Company announced that the Board of Directors has authorized $1 billion for share repurchases, as part of NRG’s capital allocation program. The program began in December 2021 and continues in 2022

(b)The average price paid per share excludes commissions of $0.02 per share paid in connection with the open market share repurchases

(c)Includes commissions of $0.02 per share paid in connection with the open market share repurchases

ITEM 3 — DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 — MINE SAFETY DISCLOSURES

There have been no events that are required to be reported under this Item.

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