A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

During the six months ended June 30, 2024, there were no material changes to the Risk Factors disclosed in Part I, Item 1A, Risk Factors, of the Company's 2023 Form 10-K.

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 June 30, 2024.

For the three months ended June 30, 2024Total Number of Shares PurchasedAverage Price Paid per Share**(b)**Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)****(a)(c)
Month #1
(April 1, 2024 to April 30, 2024)—$——$1,550
Month #2
(May 1, 2024 to May 31, 2024)1,114,400$80.761,114,400$1,460
Month #3
(June 1, 2024 to June 30, 2024)—$——$1,460
Total at June 30, 20241,114,400$80.761,114,400

(a)On June 22, 2023, the Company announced that the Board of Directors has authorized $2.7 billion for share repurchases to be executed through 2025, as part of NRG's long-term capital allocation policy. The program began following the announcement in 2023 and is subject to the availability of excess cash and full visibility of the achievement of the Company's target credit metrics

(b)The average price paid per share excludes excise tax and commissions of $0.015 to $0.02 per share paid in connection with the open market share repurchases

(c)Includes commissions of $0.015 to $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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