Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

During the three months ended March 31, 2026, there were no material changes to the Risk Factors disclosed in Part I, Item 1A, Risk Factors, of the Company’s 2025 Form 10-K.

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

Issuer Purchases of Equity Securities

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 March 31, 2026.


For the three months ended March 31, 2026	Total Number of Shares Purchased(a)	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 (in millions)(c)
Month #1
(January 1, 2026 to January 31, 2026)	656,900	$	151.93	656,900	$	3,207
Month #2
(February 1, 2026 to February 28, 2026)	490,000	$	162.90	490,000	$	3,127
Month #3
(March 1, 2026 to March 31, 2026)(d)	1,829,269	$	164.00	1,829,269	$	2,826

Total at March 31, 2026	2,976,169	$	161.16	2,976,169

(a)Includes share repurchases under the $3.7 billion share repurchase authorization and the $3.0 billion repurchase authorization. For further discussion, see Note 9, Changes in Capital Structure

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

(c)Includes commissions and fees paid in connection with the share repurchases

(d)The Company entered into a stock purchase agreement to repurchase 1,829,269 shares of NRG common stock from LS Power

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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