A Dark Vector Cognition product

Item 5. OTHER INFORMATION

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Item 5. OTHER INFORMATION

During the three months ended March 31, 2026, the following directors or officers of the Company adopted or terminated a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K, as described in the table below:

NameTitleDate AdoptedCharacter of Trading ArrangementAggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement**(a)**DurationDate Terminated
Virginia KinneyExecutive Vice President, Chief Administration Officer3/16/2026Rule 10b5-1 Trading ArrangementUp to 31,145 shares to be Sold6/15/2026-9/16/2026N/A

(a)Potential sales may be subject to certain price limitations set forth in the 10b5-1 plans and therefore actual number of shares sold could vary if certain minimum stock prices are not met

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On February 19, 2026, the Board of Directors of the Company adopted the NRG Energy, Inc. 2026 Long-Term Incentive Plan (the “2026 LTIP”), subject to approval by the Company’s stockholders. As reported in the Current Report on Form 8-K filed by the Company on May 1, 2026, at the Company’s 2026 annual meeting of stockholders held on April 30, 2026, the Company’s stockholders approved the 2026 LTIP. The aggregate number of shares of common stock of the Company available for issuance under the 2026 LTIP is 5,000,000 (less any shares underlying equity awards granted between March 3, 2026 and April 30, 2026 under the Company’s existing LTIPs).

The material features of the 2026 LTIP are described in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on March 18, 2026, as supplemented on April 16, 2026. A copy of the 2026 LTIP was filed as Exhibit 10.1 to the Registration Statement on Form S-8 filed on April 30, 2026 and is incorporated herein by reference.

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