A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

During the nine months ended September 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 September 30, 2024.

For the three months ended September 30, 2024Total Number of Shares Purchased**(a)**Average 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)****(c)
Month #1
(July 1, 2024 to July 31, 2024)1,128,299$76.281,127,232$1,374
Month #2
(August 1, 2024 to August 31, 2024)933,540$78.26932,019$1,301
Month #3
(September 1, 2024 to September 30, 2024)844,543$82.41844,543$1,231
Total at September 30, 20242,906,382$78.702,903,794

(a)Includes share repurchases under the June 22, 2023 $2.7 billion share repurchase authorization and partial settlement of Capped Call Options. For further discussion, see Note 9, Changes in Capital Structure

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

(c)Includes commissions paid in connection with the open market share repurchases and excludes the additional $1.0 billion share repurchases authorized by the Board of Directors in October 2024. For further discussion, see Note 9, Changes in Capital Structure

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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