DEF 14A of NRG Energy, Inc., Mar 18, 2026

DEF 14A of NRG Energy, Inc.

Filed Mar 18, 2026 · FY20250001104659-26-030844

Open on EDGAR

  1. Christine A. Zoino Corporate Secretary

    | Proposal No. 3: Ratification Of Independent Registered Public Accounting Firm For The 2026 Fiscal Year | 49 | | Proposal No. 4: Approval of the NRG Energy, Inc. 2026 Long-Term Incentive Plan | 51 | | Proposal No. 5: Stockholder Proposal to Give Shareholders the Ability to Call for a Special Shareholder Meeting | 63 | | NRG Board’s Statement in Opposition | 64 | | Executive Officers | 66 | | Stock Ownership of Directors, Named Executive Officers and Certain Beneficial Owners | 68 | | Stock Ownership of Directors and Named Executive Officers | 68 | | Stock Ownership of Principal Stockholders | 69 | | Delinquent Section 16(a) Reports | 69 | | Certain Relationships and Related Person Transactions | 70 | | Review, Approval, or Ratification of Transactions with Related Persons | 70 | | Executive Compensation | 72 | | Compensation Discussion and Analysis | 72 | | Compensation Tables and Other Items | 93 | | Compensation Committee Report on Executive Compensation | 110 | | Compensation Committee Interlocks and Insider Participation | 110 | | Audit Committee Report | 111 | | Independent Registered Public Accounting Firm | 112 | | Questions and Answers | 114 | | Stockholder Proposals and Director Nominations for the 2027 Annual Meeting of Stockholders | 120 | | APPENDIX A – NRG Energy, Inc. 2026 Long-Term Incentive Plan | A-1 |

  2. Christine A. Zoino Corporate Secretary

    | Proposal | Board Recommendation | | Proposal 1. Election of directors (Page 38) The Board of Directors (Board) and the Governance and Nominating Committee believe that the ten director nominees possess the necessary qualifications, attributes, skills and experiences to provide independent oversight of the Company’s management and effectively oversee the business and the long-term interests of our stockholders. | FOR each director nominee | | Proposal 2. Approval, on a non-binding advisory basis, of NRG’s executive compensation (Say on Pay Proposal) (Page 47) The Company seeks a non-binding advisory vote to approve the compensation of its named executive officers for 2025 as described in the Compensation Discussion and Analysis on pages 72 to 92, including the compensation tables and applicable narrative discussion on pages 93 to 109. The Board values stockholders’ opinions, and the Compensation Committee will take into account the outcome of the Say on Pay Proposal when considering future executive compensation decisions. | FOR | | Proposal 3. Ratification of the appointment of KPMG LLP as NRG Energy, Inc.’s independent registered public accounting firm for the 2026 fiscal year (KPMG Ratification Proposal) (Page 49) The Audit Committee and the Board believe that the retention of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of KPMG LLP. | FOR | | Proposal 4. Approval of the NRG Energy, Inc. 2026 Long-Term Incentive Plan (Page 51) The Compensation Committee and the Company seek stockholder approval of the NRG Energy, Inc. 2026 Long-Term Incentive Plan (the 2026 Plan). On February 19, 2026, the Board adopted the 2026 Plan, subject to approval by our stockholders. If our stockholders approve this Proposal 4, the 2026 Plan will become effective as of the date of the 2026 Annual Meeting of Stockholders (April 30, 2026) and no more equity awards will be made under our existing plans: the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan, as amended and restated on July 25, 2024 (LTIP), or the NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint Plan). The Board believes the adoption and approval of a new plan and the discontinued use of the LTIP and Legacy Vivint Plan will streamline our equity programs and support our ability to attract, retain and motivate key talent while aligning their interests with those of our stockholders. | FOR | | Proposal 5. A stockholder proposal to give shareholders the ability to call for a special shareholder meeting, if properly presented (Special Meeting Proposal) (Page 63) The stockholders are being asked to consider a stockholder proposal titled “Give Shareholders the Ability to Call for a Special Shareholder Meeting.” The Company is not responsible for the content of this stockholder proposal or supporting statement. The Board recommends a vote AGAINST this stockholder proposal, as further explained on p. 64. | AGAINST |

  3. Christine A. Zoino Corporate Secretary

    | 2025 Year in Review | Pay for Performance Our strong performance in 2025 drove commensurate results in our Annual Incentive Plan (AIP) and Long Term Incentive Plan (LTIP), demonstrating alignment between Company performance and executive compensation. | LTIP Results Our 98th percentile Total Shareholder Return (TSR) achievement relative to our performance peer group (the constituents of the S&P 500) drove superior results for our NEOs’ relative performance stock unit (RPSU) awards. | AIP Results Achievement of our 2025 financial metrics resulted in Adjusted EBITDA and Adjusted Free Cash Flow before Growth (Adjusted FCFbG) goals under the AIP to exceed target at 167% and 152%, respectively. |

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    | A | Audit Committee | G&N | Governance and Nominating Committee | | C | Compensation Committee | F | Finance and Risk Management Committee |

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    Questions and Answers Please see the Questions and Answers section beginning on page 114 for important information about the proxy materials, voting and the 2026 Annual Meeting of Stockholders. Additional questions may be directed to our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885 or proxy@mackenziepartners.com. Learn More About Our Company You can learn more about the Company, view our governance materials and much more by visiting our website, www.nrg.com. Information contained on our website is not incorporated into or a part of this Proxy Statement. Please also visit our 2026 Annual Meeting of Stockholders website at www.proxyvote.com to easily access the Company’s proxy materials or vote through the Internet.

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    | About this Proxy Statement |

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    We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors of NRG Energy, Inc. for the 2026 Annual Meeting of Stockholders (Annual Meeting) and for any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held virtually via the Internet on Thursday, April 30, 2026, 9:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/NRG2026. In this Proxy Statement, “we,” “us,” “our,” “NRG” and the “Company” refer to NRG Energy, Inc. You are receiving this Proxy Statement because you own shares of our common stock, par value $0.01 per share, that entitle you to vote at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting. This Proxy Statement describes the matters on which we would like you to vote and provides information on those matters.

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    | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Thursday, April 30, 2026. |

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    Each of the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (Annual Report on Form 10-K) is available at www.proxyvote.com. If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K, including the financial statements and the financial statement schedules, please send your request to Investor Relations, 804 Carnegie Center, Princeton, New Jersey 08540. Forward-Looking Statements. This Proxy Statement contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “target,” “may,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including statements expressing general views about future operating results, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause the Company’s actual results to differ materially from historical experience and present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Item 1A — Risk Factors in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q that are filed from time to time with the Securities and Exchange Commission (SEC).

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    | NRG Energy, Inc. | 2026 Proxy Statement | 7 |

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    About NRG NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future. NRG sold 154 TWhs of electricity and 1,857 MMDth of natural gas in 2025, making it one of the largest competitive energy retailers in the U.S. As of the end of 2025, NRG had recurring electricity and/or natural gas sales in 25 U.S. states, the District of Columbia, and 8 provinces in Canada, and Vivint Smart Home served customers in all 50 U.S. states and the District of Columbia. NRG’s retail brands, collectively, have the largest share of competitively served residential electric customers in Texas and is a leading business-to-business provider of power and natural gas in North America. Company Strategy NRG’s strategy is to maximize stockholder value by delivering integrated energy and smart home solutions, supported by an owned generation fleet and a diversified supply strategy. The Company generates power and sells electricity and natural gas to residential, commercial, industrial, and wholesale customers in the markets it serves. The Company also provides smart home security and automation services that deepen customer relationships and support long-term engagement. NRG operates a customer-first platform that promotes reliability and affordability amid rapid transformation in the energy sector. The Company is advancing opportunities to meet growing demand, including from data centers, other large load customers, the onshoring of manufacturing, and electrification. This includes (i) demand response and virtual power plants (VPP), which help manage costs and improve affordability for customers, (ii) completing the Texas Development Projects, (iii) long-term, contract-backed generation and related infrastructure supported by strategic partnerships with equipment manufacturers and engineering, procurement, and construction companies, and (iv) increasing capacity at existing facilities. The Company’s differentiated model is built to meet North America’s evolving needs while delivering affordable, reliable solutions for customers and long-term growth for stockholders. This strategy is intended to generate recurring cash flow, strengthen earnings and cost competitiveness, and reduce risk and volatility. To effectuate the Company’s strategy, NRG is focused on: ■ serving the energy needs of residential, commercial and industrial, and wholesale counterparties in competitive markets and optimizing additional revenue opportunities through its multiple brands and channels; ■ offering a variety of energy products and smart home products and services that are differentiated by innovative, value-additive features, premium service, integrated platforms, sustainability, loyalty/affinity programs, and affordability; ■ delivering excellent operating performance of its assets; ■ achieving the optimal mix of supply to serve its customer load requirements through a diversified supply strategy, including expanding its operational capacity to cost-effectively meet growing retail power supply needs; and engaging in disciplined and transparent capital allocation.

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    | Governance of the Company |

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    Corporate Governance Guidelines and Charters The Board has adopted Corporate Governance Guidelines (Guidelines) that, along with the Amended and Restated Certificate of Incorporation, as amended (Current Certificate of Incorporation), the Sixth Amended and Restated By-laws (By-laws), the charters of the committees of the Board (Committees), and the Lead Independent Director Charter (LID Charter), provide the framework for the governance of the Company. The Board’s Governance and Nominating Committee is responsible for periodically reviewing the Guidelines and recommending any proposed changes to the Board for approval. The Guidelines, together with the charters of all of the Committees, the LID Charter, and the Company’s Code of Conduct, are available on the Governance section of the Company’s investor relations website at https://investors.nrg.com. In addition, stockholders who desire to receive such items in print may request them from the Company’s Corporate Secretary by writing to NRG Energy, Inc., 804 Carnegie Center, Princeton, New Jersey 08540. Governance Practices The Board and Company are committed to maintaining the highest standards of corporate governance practices and principles. The Board has taken a proactive approach in applying leading governance practices to its structure. Furthermore, as described in the Guidelines, the Board follows a series of governance practices that it believes foster effective Board oversight and accountability to you, our stockholders. These practices include: ■ Executive and director stock ownership guidelines to align interests with our stockholders; ■ Annual performance evaluations of the Board and each of its standing Committees, as well as peer feedback for individual directors; ■ Majority vote standard for uncontested director elections and a director resignation policy for any director who fails to receive the requisite majority support; ■ Director orientation and continuing education program, including site visits and information sessions with management; ■ Ongoing succession planning and talent development programs for the Chief Executive Officer (CEO) and other senior management, including annual engagement between senior management and the Board regarding personal development plans, successor designation, and assessment of bench strength for key senior leadership positions; ■ Access to and engagement of outside advisors and consultants to assist the Board and the Committees in the performance of their duties, as appropriate; and Active engagement with our stockholders regarding governance practices and other matters.

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    Proxy Access To facilitate engagement with our stockholders, our By-laws provide for proxy access. Under the proxy access provisions in our By-laws, a stockholder (or group of up to 20 stockholders) continuously owning at least 3% of our outstanding common stock for a period of at least three years prior to the date of the nomination may nominate and include in our proxy materials for the following annual meeting director nominees constituting up to 20% of the Board. To do so, the stockholder must submit the information required by Article II, Section 15 of our By-laws to the Company’s Corporate Secretary as described further under “Stockholder Proposals and Director Nominations for the 2027 Annual Meeting of Stockholders — Director Nominees for Inclusion in the Proxy Materials for the 2027 Annual Meeting of Stockholders (Proxy Access).” Risk Oversight

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    | ■ The Board has responsibility for overall risk oversight of the Company. ■ Committees, especially the Finance and Risk Management Committee, play a key role in assisting the Board with its risk oversight role. ■ Risk oversight includes understanding the material risks to the business and what steps management is taking or should be taking to manage those risks, as well as understanding and determining the appropriate risk tolerance for the Company. ■ To help define the Company’s risk tolerance, the Board reviews and approves the annual business plan, budget and long-term plan, strategic initiatives, acquisitions and divestitures, and capital allocation plan. |

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    The Board performs its risk oversight function in several ways. The Board monitors, reviews and reacts to strategic and corporate risks through reports by management, including the enterprise risk management team, which is further described below, and through the Committees of the Board. The Board also oversees emerging areas of risk, including emerging technologies such as artificial intelligence (AI) technologies (including generative AI) and machine learning technologies, to ensure proper oversight of management’s approach to new and novel risks facing our business. While our full Board is ultimately responsible for oversight of risk management, our committees, in particular, the Finance and Risk Management Committee, critically assist the Board in fulfilling its monitoring responsibilities in certain areas of risk, as summarized below. The Finance and Risk Management Committee oversees our company-wide enterprise risk management. The Company’s enterprise risk management team, comprised of senior management and key personnel in and around the finance, commercial operations and risk functions, reports to the Finance and Risk Management Committee on a regular basis.

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    Board Committees Risk Oversight Focus The table below summarizes the significant role the various Committees play in carrying out the risk oversight function.

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    | Committee | Risk Oversight Focus Area | | Audit | Reviews and evaluates our policies with respect to risk assessment and risk management. Oversees financial risks, which includes reviewing the effectiveness of our SEC internal controls, conducting a detailed review of the financial portions of our SEC reports, approving the independent auditor and the annual audit plan, and receiving and considering periodic reports from our independent auditor, our internal auditor and our corporate compliance officer. | | Compensation | Oversees risks related to our compensation policies and practices, with input from management and Pay Governance LLC (Pay Governance), the Compensation Committee’s independent outside compensation consultant. For more information on the Compensation Committee’s role with respect to oversight of risks related to compensation policies, see “Compensation Discussion and Analysis — Oversight of Risks Related to Compensation Policies,” beginning on page 90. | | Finance and Risk Management | Oversees risks related to our capital structure, liquidity, financings and other capital markets transactions as well as risks related to our trading of fuel, transportation, energy and related products and services, regulatory compliance, information technology systems, data privacy and security and cybersecurity matters, and the Company’s management of the risks associated with such activities. For a detailed discussion of our cybersecurity strategy, please refer to Item 1C — Cybersecurity in our Annual Report on Form 10-K. | | Governance and Nominating | Oversees our strategies and efforts to manage our environmental, economic and social impacts, including our environmental, climate change, sustainability and political expenditure policies and programs. |

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    The Chairs of each of the Committees regularly report to the Board on all matters reviewed by their respective Committees, thereby providing the Board with the opportunity to identify and discuss any risk-related issues or request additional information from management or the Committees that may assist the Board in its risk oversight role. To this end, risk-related issues presented to the Committees are routinely presented to the full Board to ensure proper oversight.

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    Board Structure and Leadership

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    | ■ Chair of the Board: Lawrence S. Coben (until the Annual Meeting); Antonio Carrillo (after Annual Meeting) ■ Number of regular meetings in 2025: 5 ■ Annual election of directors ■ Majority voting for directors ■ Active engagement by all directors | ■ Number of current directors: 11 ■ Number of special meetings in 2025: 4 ■ Lead Independent Director (when Chair and CEO roles are not separated) ■ Regular executive sessions of independent directors ■ Each Committee led by an independent director |

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    The Board believes that an effective board leadership structure requires a diversity of experience and skills among directors, as well as a strong working relationship with management. Each director holds office until his or her successor has been elected and qualified or until the director’s earlier death, resignation or removal. Dr. Coben currently serves as our CEO and Chair, having stepped down as President on January 7, 2026, and will continue in these roles through April 30, 2026, the date of the Annual Meeting. In connection with his appointment as permanent CEO in August 2024, the Board decided to combine the roles of Chair and CEO after considering various factors, including his long tenure with the Company and on the Board, his in-depth knowledge of the Company’s operations and risks, the composition and tenure of the Board, and the Company’s governance structure, including its well-functioning Committees composed entirely of independent directors and a strong Lead Independent Director. Mr. Carrillo currently serves as our Lead Independent Director and will continue in this capacity through April 30, 2026, the date of the Annual Meeting. Dr. Coben and Mr. Carrillo work closely together in complementary roles. As CEO, Dr. Coben focuses on the day-to-day operations of the Company and establishes the Company’s strategic plan, while Mr. Carrillo, as Lead Independent Director, reviews Board agendas in collaboration with Dr. Coben, and recommends matters for the Board to consider and information to be provided to the Board. Mr. Carrillo also serves as principal liaison between the Chair and the independent directors. Dr. Coben leads the Board’s responsibilities for reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions, assessing major risks facing the Company and management, and overseeing succession planning, most notably at the CEO level. He also presides over the Board and its Committees as they perform their broad and varied oversight functions. The Guidelines provide that non-executive directors meet in executive session regularly following Board meetings. As Lead Independent Director, Mr. Carrillo presides over these sessions. Also, pursuant to the By-laws, Mr. Carrillo has been designated as an “alternate member” of all Committees to replace any absent or disqualified members of a Committee. Directors are encouraged to attend the annual meetings of stockholders. All of the then sitting directors attended the 2025 Annual Meeting of Stockholders. During the 2025 fiscal year, each director attended more than 75% of the total number of Board meetings and meetings of the Committees on which they served (during the periods when they served).

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    | NRG Energy, Inc. | 2026 Proxy Statement | 13 |

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    2026 Leadership Changes In January 2026, the Company announced that Dr. Coben stepped down as President, effective January 7, 2026, and as CEO and Chair, effective April 30, 2026. Dr. Coben will continue to serve as a director until the Annual Meeting and will not stand for re-election to the Board. Mr. Gaudette succeeded Dr. Coben as President, effective January 7, 2026, and will succeed Dr. Coben as CEO effective April 30, 2026, the date of the Annual Meeting. The Board, based upon the recommendation of the Governance and Nominating Committee, is nominating Mr. Gaudette to serve as a director, effective as of this Annual Meeting, subject to stockholder approval. Also on April 30, 2026, Mr. Carrillo, who has served on the Board since 2019, will become Chair of the Board. Because the Chair and CEO roles will be filled by two different individuals following the Annual Meeting, we will no longer have a Lead Independent Director effective as of such time. As stated in the Guidelines, the Board believes it is in the best interest of the Company to determine whether to separate or combine the roles of Chair and CEO based upon the Company’s circumstances at any given time. 2026 Board Changes On January 2, 2026, the Company announced the resignation of Mr. Kevin Howell from the Board, to pursue another opportunity. His resignation was not due to any disagreement with the company. On February 3, 2026, the Board, based upon the recommendation of the Governance and Nominating Committee, nominated Mr. Sanjay Kapoor to serve as a director and a member of the Audit Committee on the basis of his public company financial and operational expertise. For Mr. Kapoor’s biography, see p. 42. As part of our ongoing Board succession planning, Secretary E. Spencer Abraham, who has served on the Board since 2012, is not standing for re-election, but he will continue to serve as a director until the expiration of his term at the Annual Meeting. As a result of Secretary Abraham’s departure, we will reduce the size of the Board from eleven to ten directors following the Annual Meeting. Director Independence Under the Guidelines and the New York Stock Exchange (NYSE) listing standards, a majority of the Board must be composed of independent directors. The Board determines the independence of our directors by applying the independence principles and standards established by the NYSE. These standards provide that a director is independent only if the Board affirmatively determines that such director does not have a direct or indirect material relationship with the Company, which may include commercial, industrial, consulting, legal, accounting, charitable, familial and other business, professional and personal relationships. The Board conducts a review of the independence of the Company’s directors (other than Dr. Coben, our CEO) at least on an annual basis. In its most recent review, the Board considered, among other things: ■ Any employment relationships between the Company and its directors or their immediate family members; ■ Any affiliations of the Company’s directors or their immediate family members with the Company’s independent registered public accounting firm, compensation consultants, legal counsel and other consultants and advisors; ■ Any transactions that would require disclosure as a related person transaction or that qualify for review under our related person transactions policy; Any transactions made in the ordinary course of business with a company in which a director serves on the board or as a member of the executive management team;

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    Any transactions involving payments made by the Company to educational or charitable institutions; and ■ Any other factors that may impact the independence of the Company’s directors in the view of the Board. In addition, because the Company provides retail electricity services through certain of its subsidiaries, the Board also considered instances where certain of its directors either received electricity or natural gas services from the Company or serve as directors of businesses that received electricity or natural gas services from the Company, and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. The Board has determined that all of the Company’s director nominees are, and all those directors who served in 2025 were, independent under the Guidelines and the NYSE listing standards, with the exception of Dr. Coben, our CEO. Each of the Audit, Compensation, Governance and Nominating, and Finance and Risk Management Committees is made up solely of independent directors. In accordance with the Guidelines and NYSE listing standards, all members of the Audit and Compensation Committees meet additional independence standards applicable to audit and compensation committee members, respectively.

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    Board and Committee Evaluations The Board conducts an annual performance evaluation of the Board as a whole and each of its Committees. All directors are required to assess whether the Board and the Committees are functioning effectively. The evaluation process provides an opportunity for the members of the Board to reflect upon their service and assess the effectiveness of the Board as a whole and each of the Committees in an effort to determine if improvements are warranted. In order to enhance Board effectiveness and continually improve our governance practices, the Governance and Nominating Committee, which is responsible for the overall structure of the evaluation process, uses a third-party facilitator to assist with its annual Board evaluation program. The Governance and Nominating Committee believes that third-party evaluations strengthen Board effectiveness as the third-party facilitator brings broad market insight and an objective, candid perspective on a wide range of governance matters, including board dynamics, structure and composition, information practices, meeting schedules and agendas, decision-making and overall effectiveness. The Governance and Nominating Committee engages a third-party facilitator every other year; it did so in 2025 and plans to do so again in 2027. In years when a third-party facilitator is engaged, such as in 2025, the process entails members of the Board responding to a survey eliciting responses to a broad range of questions regarding the functioning and effectiveness of the Board and its Committees. The third-party facilitator then holds individual sessions with each of the directors to elicit feedback concerning the collective performance of the Board and the Committees on which such director sits, and to gather information about areas where the Board and its Committees may improve effectiveness and performance. These discussion topics include, but are not limited to, the Board’s mix of skills, expertise, and experience; the priorities and impact of the Board; the effectiveness of the Committees; the transparency and communication of management with the Board; and specific feedback for other directors. Following completion of the interviews, the third-party facilitator summarizes the responses for a discussion with the Chair of the Governance and Nominating Committee and the Chair of the Board, which is then presented to the full Board for discussion. In addition, the Board also conducted its annual performance evaluation of each Committee using an open-ended questionnaire in which all directors were required to assess the actions taken by each Committee on which the director served during the past year and suggest changes or improvements. The questions gave each director an anonymous opportunity to provide candid observations and affirmative feedback to their peers and management. The feedback from the third-party facilitator, together with the Board’s annual performance evaluation of each Committee, helps the Board and Committees identify and consider themes or issues that have emerged, and provide feedback to management. Feedback received regarding individual directors is shared with the Chair of the Governance and Nominating Committee and the individual directors. The Board believes that the evaluation process described above evokes meaningful responses because it provides directors with the opportunity to share feedback in multiple formats at each of the Board, Committee, and individual levels. The process highlights the Board’s commitment to continuous self-improvement by identifying issues that may require honest and difficult conversations and supports the Board’s nomination and refreshment practices.

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    Director Nominee Selection Process The Governance and Nominating Committee is responsible for identifying individuals whom the Committee believes are qualified to be Board members, in accordance with criteria set forth in the Guidelines, as well as the assessment, on an ongoing basis, of the members of the Board for purposes of continued service to the Board and Company. The Governance and Nominating Committee provides its recommendations to the Board for approval based on considerations of certain criteria. Such criteria include an individual’s business experience and skills, independence, judgment, integrity, and ability to commit sufficient time and attention to the activities of the Board. Our Guidelines utilize a sliding scale for service on other public company boards, with consideration given to public company leadership roles and outside commitments. A director who also serves as our CEO may not serve on more than one board of a public company in addition to our Board, a director who also serves as Chair of our Board should not serve on more than two boards of public companies in addition to our Board, and other directors should not serve on more than three other boards of public companies in addition to our Board. Each year, in considering the qualifications of potential Board nominees, the Governance and Nominating Committee reviews the number of boards on which the candidate sits, and each of our directors affirmatively disclose the number of public company boards on which they serve in connection with completing their annual director questionnaire. In evaluating potential nominees, the Governance and Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all Board members. The Governance and Nominating Committee considers the Company’s strategy and the particular skills, experiences and other qualifications that should be represented on the Board as a whole in light of the Company’s strategic direction. In addition to the factors listed above, the Governance and Nominating Committee considers an understanding of and experience in the retail and wholesale competitive energy market, customer expertise, finance, operations, and executive leadership. The Governance and Nominating Committee also assesses whether a nominee’s background, experience, personal characteristics, or skills will advance the Board’s goal of creating and sustaining a Board that can provide effective oversight of management’s execution of the Company’s strategic priorities. The Board takes into account all of these factors when evaluating the Governance and Nominating Committee’s recommendations.

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    Listed below are summaries of specific qualifications that the Governance and Nominating Committee and the Board believe should be represented on the Board among other qualifications that a director may bring.

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    | | Executive Leadership Experience as a C-level executive with a public company, or as a division president functional leader or operations executive within a complex organization | | Relevant Business Experience Contributes to the Board’s understanding of the Company’s business strategy, operations, key performance indicators and competitive environment | | | Human Capital Management/Talent Contributes to the board’s ability to attract, motivate and retain executive talent; experience managing a human resources/compensation function, directing strategies leveraging human capital, managing inclusion efforts, implementing talent management and succession planning regimes and establishing culture | | Cyber Security, Technology and Digital Innovation Experience in information security, data privacy and cybersecurity, and the use of technology to facilitate business operations as the company focuses on transforming the customer experience | | | Corporate Governance Experience serving as a public company director, or with a demonstrated understanding of current corporate governance standards and best practices in public companies | | Regulatory/Policy/Compliance Contributes to the Board’s ability to interpret regulations and understand complex legal matters and public policy issues | | | Environmental/Sustainability/Corporate Responsibility Experience in management of environmental, corporate responsibility and sustainability initiatives and their relationship to the company’s business and strategy | | Risk Management Contributes to the identification, assessment and prioritization of risks facing the Company | | | Finance/Accounting Knowledge of finance, accounting or financial reporting, and experience with debt and capital markets transactions. | | M&A Experience with M&A transactions as an executive or director | | | Customer Service Oversight of a business or business operations that focus on meeting customer expectations and managing the customer experience | | Branding/Marketing Experience in marketing, branding, and digital strategy; social media and consumer-facing initiatives |

  42. ★ Chair ● Member

    The Governance and Nominating Committee’s process for identifying and evaluating director nominees includes consultation with all directors, solicitation of proposed nominees from all directors, the engagement of one or more professional search firms, if deemed appropriate, interviews with prospective nominees by the Committee (and other directors, if deemed appropriate) and recommendations regarding qualified candidates to the full Board. As noted above, the Board is continually evaluating the need for Board refreshment and has been focused on identifying individuals whose skills and experiences will enable them to make meaningful contributions to the Company in light of the Company’s evolving strategy and direction. The Board also aims to strike a balance between the knowledge and understanding of the business that comes from longer-term service on the Board with the ideas and perspectives that can come from adding new members.

  43. ★ Chair ● Member

    | 18 | NRG Energy, Inc. | 2026 Proxy Statement |

  44. ★ Chair ● Member

    Board Skills and Experience Our director nominees represent a diverse mix of skills, experiences and viewpoints that are relevant to our Company and facilitate effective oversight. To illustrate the complementary nature of each director nominee’s skills and experience, the table below identifies six primary skills and experiences that the director nominees bring to the Board. In identifying these skills and experiences, each director nominee is limited to selecting six such areas. The table below therefore does not include all of the skills, experiences, and qualifications that each director nominee offers, and even though a particular skill, experience, or qualification is not listed, a director nominee may yet possess that skill, experience, or qualification. We believe that identifying six primary skills and experiences is a more meaningful presentation of the complementary contributions and value that each director nominee brings to their service on the Board and to the Company’s stockholders. See “Proposal No. 1 Election of Directors” for the biographies of our director nominees and a description of the skills and viewpoints that each director nominee brings to bear in their service to the Board and Committees.

  45. ★ Chair ● Member

    | NRG Energy, Inc. | 2026 Proxy Statement | 19 |

  46. ★ Chair ● Member

    Board Composition The Board is committed to building a diverse and experienced membership with the requisite skills to provide exceptional leadership to the Company. Our Guidelines specify that the Governance and Nominating Committee seeks to achieve a diversity of skills, experiences and backgrounds on the Board. The differences in experience and expertise enable the Board to hear complementary perspectives from its members, which we believe enhances our decision-making, risk oversight, and performance.

  47. ★ Chair ● Member

    | 20 | NRG Energy, Inc. | 2026 Proxy Statement |

  48. ★ Chair ● Member

    Director Onboarding and Continuing Education Half of our non-executive directors joined the Board since 2020, and nine of our ten non-executive directors joined within the last seven years, bringing with them new and diverse perspectives and leadership skills in strategically important areas. Given these relatively recent changes to our Board composition, we are committed to implementing thoughtful director orientation, board refreshment, and succession planning programs, so as to ensure that our newest directors are well-equipped to contribute fresh perspectives, effectively lead in strategically important areas, and safeguard the long-term interests of our stockholders. Our Governance and Nominating Committee oversees the Company’s new director orientation program and continuing education program for existing directors. Our new director orientation program has three components. First, new directors receive background information about the Company, which includes a copy of our director handbook containing all relevant Company policies, selected earnings materials and transcripts, and the Company’s most recent SEC filings and sustainability report. Second, our new directors attend orientation sessions with each of the business and functional leads in order to familiarize themselves with the Company’s business and operations as well as the senior members of the management team. These orientation sessions include both in office meetings and site visits. Third, new directors engage in one-on-one sessions with Committee chairs and other Board members to review and discuss information about the Company, the business, the boardroom, and individual director roles and responsibilities. The Governance and Nominating Committee annually reviews the director onboarding policy. Members of the Board are encouraged to participate in presentations and trainings as part of NRG’s continuing education program to stay informed on current topics of interest. These trainings include in boardroom sessions on topics of interest, or directors can select and participate in external education sessions of their choice. Beyond the Boardroom Members of the Board also participate in engagement opportunities outside of Board meetings, which allows them to gain greater insight into the Company’s businesses and industries. Engagement outside of Board meetings also allows directors to gain a deeper understanding of NRG’s strategic goals, as well as the performance of the Company, our President and CEO and other members of management, and the Board as a whole. Directors hold individual discussions among themselves and with our CEO, along with informal individual and small group meetings with our President and other members of senior management. This practice allows members of the Board to gain insight into NRG’s management development program and to assist with the Board’s oversight of succession planning. Board Committees The Board has the following four standing Committees: Audit, Compensation, Governance and Nominating, and Finance and Risk Management. The membership and the functions of each Committee are described below. Each of the standing Committees has adopted a charter that describes each such Committee’s roles and responsibilities. The charters of all of the standing Committees are available on the Governance section of the Company’s investor relations website at https://investors.nrg.com.

  49. ★ Chair ● Member

    | NRG Energy, Inc. | 2026 Proxy Statement | 21 |

  50. ★ Chair ● Member

    | Audit Committee ■ Current Members: Alexandra Pruner (Chair), Sanjay Kapoor, Alexander Pourbaix and Marcie C. Zlotnik ■ Number of regular meetings in 2025: 4 ■ Number of special meetings in 2025: 0 ■ Audit Committee Financial Experts: Sanjay Kapoor, Alexandra Pruner and Marcie C. Zlotnik ■ Primary Responsibilities: Appoints, retains, oversees, evaluates, and compensates the independent auditors; reviews the annual audited and quarterly consolidated financial statements; and reviews major issues regarding accounting principles and financial statement presentations ■ Independence: All members |

  51. ★ Chair ● Member

    The Audit Committee represents and assists the Board with respect to matters involving the accounting, auditing, financial reporting, internal controls, and legal compliance functions of the Company and its subsidiaries, including assisting the Board in its oversight of the integrity of the Company’s financial statements, the qualifications, independence, and performance of the Company’s independent auditors, the performance of the Company’s internal audit function, the Company’s compliance with legal and regulatory requirements, and effectiveness of the Company’s legal and regulatory compliance functions. Among other things, the Audit Committee: ■ appoints, retains, oversees, evaluates, and compensates the independent auditors; ■ reviews the annual audited and quarterly consolidated financial statements; ■ reviews major issues regarding accounting principles and financial statement presentations; ■ reviews earnings press releases and earnings guidance provided to analysts and rating agencies; ■ reviews with the independent auditors the scope of the annual audit, and approves all audit and permitted non-audit services provided by the independent auditors; ■ considers the adequacy and effectiveness of the Company’s internal control and reporting system; ■ with the advice and assistance of the Finance and Risk Management Committee, reviews in a general manner the processes by which the Company assesses and manages risk; provided, however, the Audit Committee is not required to duplicate the work of the Finance and Risk Management Committee; ■ reviews periodically the Company’s tax policies and any pending audits or assessments; ■ reports regularly to the Board regarding its activities and prepares and publishes required annual Audit Committee reports; ■ establishes procedures for the receipt, retention, and treatment of complaints and concerns regarding accounting, internal accounting controls, or auditing matters; ■ oversees the internal audit and corporate compliance functions; and annually evaluates the performance of the Audit Committee and the adequacy of its charter.

  52. ★ Chair ● Member

    | 22 | NRG Energy, Inc. | 2026 Proxy Statement |

  53. ★ Chair ● Member

    | Compensation Committee ■ Current Members: Alexander Pourbaix (Chair), Antonio Carrillo, Matthew Carter, Jr., Heather Cox, and E. Spencer Abraham ■ Number of regular meetings in 2025: 4 ■ Number of special meetings in 2025: 1 ■ Primary Responsibilities: Oversees the Company’s overall compensation structure, policies, and programs ■ Independence: All members |

  54. ★ Chair ● Member

    The Compensation Committee oversees the Company’s overall compensation structure, policies, and programs. Among other things, the Compensation Committee: ■ reviews and recommends to the Board annual and long-term goals and objectives relevant to the compensation of the President and CEO, evaluates the performance of the President and CEO in light of those goals and objectives, and determines, approves, and recommends to the Board for approval the compensation level of the President and CEO based on such evaluation; ■ reports to the Board its review of annual and long-term goals and objectives relevant to the compensation of the Chief Financial Officer (CFO), the Executive Vice Presidents and any other officer designated by the Board, evaluates those officers’ performance in light of those goals and objectives, determines and approves compensation levels based on such evaluations and reviews and approves employment arrangements, severance arrangements and benefits plans; ■ reviews and recommends to the Board the compensation, incentive compensation and equity-based plans that are subject to Board approval; ■ reviews and approves stock incentive awards for executive officers other than the President and CEO; ■ makes recommendations regarding, and monitors compliance by officers and directors with, the Company’s stock ownership guidelines; ■ reviews and recommends to the Board the compensation of directors for service on the Board and its Committees; ■ annually reviews the Company’s CEO and senior management succession plans; ■ reviews and approves employment agreements and severance arrangements, benefit plans not otherwise subject to Board approval, and corporate goals and objectives for officers other than the President and CEO; ■ reviews and discusses with management the Compensation Discussion and Analysis (CD&A) to be included in the Company’s proxy statement or annual report on Form 10-K, and based on such review and discussions, recommends to the Board that the CD&A be included in the Company’s proxy statement or annual report on Form 10-K, as applicable; evaluates any conflicts of interest and the independence of any outside advisors engaged by the Compensation Committee;

  55. Board of Directors

    Board of Directors At NRG, we have adopted an integrated governance approach to the oversight of sustainability issues. Our full Board has ultimate responsibility for climate risk oversight as a component of the Company’s business strategy. The Committees are then structured to conduct more in-depth reviews of specific sustainability issues, with the Governance & Nominating Committee formally responsible for the Company’s sustainability policies and programs. The rationale for formalizing the governance structure for climate and other sustainability-related issues is to ensure that the Board and its Committees are ensuring that all material risks to the company are mitigated and for guiding NRG’s pursuit of significant business opportunities. Sustainability is formally included as an agenda item at a full Board meeting and is discussed separately by the Governance and Nominating Committee at least once per year. In addition, sustainability-related matters are also discussed at other Board and Committee meetings as the context requires. For example, the Compensation Committee regularly discusses sustainability-related compensation metrics in the context of annual compensation plan design and achievement of compensation plan metrics.

  56. Board of Directors

    | 28 | NRG Energy, Inc. | 2026 Proxy Statement |

  57. Total Rewards

    Total Rewards We seek to provide market-competitive compensation and benefits benchmarked against the industries in which the Company operates: energy, consumer services and, where appropriate, the entire market. To ensure incentives are properly aligned with business needs and can attract and retain qualified employees, the Compensation Committee of the Board of Directors actively reviews NRG’s total rewards programs, including benchmarking, risk assessment, and program design. NRG offers full-time employees incentives designed to motivate and reward success, and it continues to evaluate its benefits and offerings taking into consideration the needs of its employees to ensure they are competitive and best serve its employees. Every two years, NRG engages an independent third party to benchmark its compensation and benefits programs against its peers and report the results to the Compensation Committee. For several years, we have invested in the well-being of our employees and their families by providing programs that holistically support their physical, emotional, social, and financial wellness. Through these programs, we empower employees to take control of their well-being and focus on what matters most to them for a healthy, secure future. We include well-being goals as a metric in our AIP, ensuring participants are motivated to improve their overall well-being. We actively provide employees with virtual, hybrid, and in-person health and wellness activities. Throughout 2025, we hosted a wide variety of well-being initiatives from mental health to summer safety and continued our on-site preventive health clinics. We also continued our regional “pop-up” clinics at our larger locations, making preventative care more convenient than ever. We continued our annual survey of employees on well-being. In 2025, we continued our enhanced annual employee engagement survey to deepen our insight into the drivers of engagement and trained leaders on how to see insights specific to their teams. Business leaders partner with the Talent & Culture team to identify initiatives that serve the needs and priorities coming from these surveys. We continued our support of employees by partnering with the National Council for Behavioral Health to initiate our Mental Health First Aid program. This program safely, respectfully, and effectively opens the conversation about mental illness and addiction, encourages employees to recognize and take responsibility

  58. Environmental Management and Operations

    | Antonio Carrillo | | | | Qualifications and Experience Mr. Carrillo’s executive management experience with industrial and infrastructure companies, balanced with service on a public company, customer-facing board, provides the Board with both complex management experience as well as important and diverse customer perspectives. Business Experience ■ President and Chief Executive Officer, Arcosa Inc. (November 2018 to present) ■ Senior Vice President and Group President of Construction, Energy, Marine and Components of Trinity Industries Inc. (April 2018 to November 2018) ■ Chief Executive Officer, Orbia Advance Corporation (2012 to February 2018) Other Public Company Boards ■ Arcosa Inc. (November 2018 to present) Former Public Company Boards ■ Dr. Pepper Snapple Group, Inc. (2015 to 2018) ■ Trinity Industries Inc. (2014 to November 2018) | | Age: 59 Director Since: 2019 Board Committees: ■ Compensation | |

  59. Environmental Management and Operations

    | Matthew Carter, Jr. | | | | Qualifications and Experience Mr. Carter’s experience as a chief executive officer brings valuable management expertise and significant corporate leadership, brand management and technology expertise to the Board. Business Experience ■ Chief Executive Officer, Intrado Life & Safety, Inc. (October 2023 to October 2025) ■ Chief Executive Officer, Aryaka Networks, Inc. (September 2018 to October 2023) ■ President, Chief Executive Officer and Director, Inteliquent, Inc. (June 2015 to February 2017) ■ President, Sprint Enterprise Solutions, Sprint Corporation (September 2013 to January 2015) Other Public Company Boards ■ Jones Lang LaSalle Incorporated (November 2018 to present) Former Public Company Boards ■ USG Corporation (2012 to 2018) ■ Inteliquent, Inc. (2015 to 2017) ■ Apollo Education Group, Inc. (2012 to 2017) | | Age: 65 Director Since: 2018 Board Committees: ■ Governance and Nominating (Chair) ■ Compensation | |

  60. Environmental Management and Operations

    | Heather Cox | | | | Qualifications and Experience Ms. Cox is able to provide the Board with significant insight based on her digital transformation, innovation, technology, operations and customer service experience. Business Experience ■ President, Insights & Empowerment, Zelis Healthcare Inc. (May 2023 to present) ■ Chief Digital Health and Analytics Officer, Humana Inc. (August 2018 to June 2022) ■ Executive Vice President and Chief Technology & Digital Officer, United Services Automobile Association Inc. (October 2016 to March 2018) ■ Chief Executive Officer, Financial Technology Division and Head of Citi FinTech of Citigroup, Inc. (November 2015 to September 2016) ■ Chief Client Experience, Digital and Marketing Officer, Global Consumer Bank of Citigroup, Inc. (April 2014 to November 2015) ■ Executive Vice President, U.S. Card Operations, Capital One (August 2011 to August 2014) Other Public Company Boards ■ None Former Public Company Boards ■ Gryphon Digital Mining Inc. (February 2024 to September 2025) ■ Atlantic Union Bank (August 2022 to July 2023) | | Age: 55 Director Since: 2018 Board Committees: ■ Governance and Nominating ■ Compensation | |

  61. Environmental Management and Operations

    | Elisabeth B. Donohue | | | | Qualifications and Experience Ms. Donohue’s experiences in brand and consumer led marketing bring valuable diversity of thought and expertise to the Board as NRG advances its strategic transformation to a consumer services company led by dynamic retail brands. She not only brings extensive experience in global consumer marketing but has been at the forefront of both digital, data and technology advancements in the marketing ecosystem. As chief executive officer of two major marketing agencies, Ms. Donohue partnered with many of the world’s leading consumer-led companies. Business Experience ■ Chief Executive Officer, Publicis Spine (October 2017 to January 2020) ■ President of Board of Trustees, Milton Academy (2015 to 2022) ■ Publicis Management Committee (2017 to 2020) ■ Global Brand President, Starcom Worldwide (April 2016 to October 2017) ■ Chief Executive Officer, Starcom USA (2009 to 2016) Other Public Company Boards ■ Gap Inc. (November 2021 to present) Former Public Company Boards ■ AcuityAds Holdings Inc. (June 2021 to June 2022) ■ Synacor, Inc. (May 2017 to April 2021) | | Age: 60 Director Since: 2020 Board Committees: ■ Finance and Risk Management (Chair) ■ Governance and Nominating | |

  62. Environmental Management and Operations

    | Marwan Fawaz | | | | Qualifications and Experience Mr. Fawaz brings more than 30 years of experience in the media, telecommunications, smart home technology and broadband sectors along with experience in general information technology services and strategies. He is the former executive advisor for Google and its parent company, Alphabet Inc., after joining Alphabet as the CEO of Nest Labs. His wealth of knowledge and expertise developed from his past experiences provides the Board with valuable insight as the Company seeks to effectuate its strategy at the intersection of energy and home services. Business Experience ■ Executive Advisor, Google and Alphabet Inc. (2019 to 2022) ■ Chief Executive Officer, Nest Labs (2016 to 2019) Other Public Company Boards ■ CSG Systems International, Inc. (March 2016 to present) Former Public Company Boards ■ Synacor, Inc. (December 2011 to April 2021) | | Age: 63 Director Since: 2023 Board Committees: ■ Finance and Risk Management ■ Governance and Nominating | |

  63. Environmental Management and Operations

    | Robert J. Gaudette | | | | Qualifications and Experience Mr. Gaudette has served as our President since January 2026 and will be appointed as our Chief Executive Officer in April 2026. Prior to his appointment as President, he served as our Executive Vice President and President of NRG Business and Wholesale Operations since April 2022. As President of NRG Business and Wholesale Operations, he manages the Company’s retail gas, power, and demand response platforms, as well as the Company’s broad portfolio of commercial and industrial solutions and its market operations. He also leads all of NRG’s power generation, including plant operations, asset management, development, engineering, and construction. As our President and CEO-designate, it is anticipated that he will be a key link between the Board and management, providing the Board with management’s perspective regarding NRG’s day-to-day operations and overall strategic plan. Business Experience ■ President and CEO-designate, NRG Energy, Inc. (2026 to present) ■ Executive Vice President and President, NRG Business and Market Operations, NRG Energy, Inc. (2024 to 2026) ■ Executive Vice President, NRG Business and Market Operations, NRG Energy, Inc. (2022 to 2023) ■ Senior Vice President, NRG Energy, Inc. (2010 to 2022) (including various operational positions) Other Public Company Boards ■ None Former Public Company Boards ■ None | | Age: 52 Director Since: N/A Board Committees: ■ None | |

  64. Environmental Management and Operations

    | Sanjay Kapoor | | | | Qualifications and Experience Mr. Kapoor served as Executive Vice President and Chief Financial Officer of Spirit AeroSystems, Inc., a manufacturer of aerostructures for commercial airplanes and defense platforms, from 2013 until his retirement in 2019. Prior to joining Spirit AeroSystems, Mr. Kapoor spent more than two decades in senior management positions with industry-leading defense and aviation companies, including Raytheon Company from 2004 to 2013 and United Technologies Corporation from 1990 to 2004, where he oversaw significant aerospace and defense programs. Mr. Kapoor has over 30 years of experience driving strategic growth in complex industries and a deep understanding of the financial reporting and internal control requirements derived from his experience serving as chief financial officer. Business Experience ■ Executive Vice President and Chief Financial Officer, Spirit AeroSystems, Inc. (2016 to 2019) ■ Senior Vice President and Chief Financial Officer, Spirit AeroSystems, Inc. (2013 to 2016) ■ Vice President, Integrated Air and Missile Defense, Raytheon (2004 to 2013) ■ Chief Financial Officer, United Technologies Corporation (2000 to 2004) ■ Controller, United Technologies Corporation (1990 to 2000) Other Public Company Boards ■ Crane Company (April 2023 to present) Former Public Company Boards ■ None | | Age: 65 Director Since: 2026 Board Committees: ■ Audit | |

  65. Environmental Management and Operations

    | Alexander Pourbaix | | | | Qualifications and Experience Mr. Pourbaix brings valuable insight in the energy sector. The Board values his executive leadership skills, as well as his expertise for providing leadership to boards and ensuring ongoing strong governance, while supporting management’s execution of company strategy. Mr. Pourbaix also has a background in leading advocacy efforts including industry initiatives, government relations, and sustainability engagement. Business Experience ■ Chair, Cenovus Energy Inc. (2025 to present) ■ Executive Chair, Cenovus Energy Inc. (2023 to 2025) ■ President and Chief Executive Officer, Cenovus Energy Inc. (2017 to 2023) ■ Chief Operating Officer, TransCanada Corporation (2015 to 2017) ■ Executive Vice President and President, TransCanada Corporation (1998 to 2015) Other Public Company Boards ■ Canadian Utilities Limited (November 2019 to present) ■ Cenovus Energy Inc. (November 2017 to present) Former Public Company Boards ■ Trican Well Services Ltd. (May 2012 to December 2019) | | Age: 60 Director Since: 2023 Board Committees: ■ Compensation (Chair) ■ Audit | |

  66. Environmental Management and Operations

    | Alexandra Pruner | | | | Qualifications and Experience Ms. Pruner brings extensive financial and industry experience and expertise to the Board, which is valuable to the review of the Company’s financings, transactions, and overall financial oversight. In addition, the Board also values her involvement in the Houston and greater Texas community, which is the Company’s principal market. Business Experience ■ Senior Advisor, Perella Weinberg Partners; Tudor, Pickering, Holt & Co. (December 2018 to present) ■ Partner and Chief Financial Officer, Perella Weinberg Partners (December 2016 to November 2018) ■ Co-Founder and Chief Financial Officer, Tudor, Pickering, Holt & Co. (February 2007 to 2016) ■ Chair of the Board, Malta Inc. (April 2022 – December 2025) ■ Chair of the Board, Encino Acquisition Partners (November 2019 – August 2025) Other Public Company Boards ■ Plains All American Pipeline, L.P. (December 2018 to present) Former Public Company Boards ■ Anadarko Petroleum Corporation (November 2018 to August 2019) | | Age: 64 Director Since: 2019 Board Committees: ■ Audit (Chair) ■ Finance and Risk Management | |

  67. Environmental Management and Operations

    | Marcie C. Zlotnik | | | | Qualifications and Experience Ms. Zlotnik has more than 20 years of experience in the development, improvement, and turnaround of the retail electricity sector. Having co-founded StarTex Power (subsequently sold to Constellation Energy) and Gexa Energy, she has a deep understanding of operational, business improvement and customer/employee retention areas. A proven entrepreneur, the Board values Ms. Zlotnik’s knowledge of operations, service, and marketing as well as government regulation in Texas, the Company’s primary market. Business Experience ■ Co-Founder and Chief Operating Officer, StarTex Power (2004 to 2013) ■ Co-Founder, President and Principal Accounting Officer, Gexa Energy (2000 to 2003) Other Public Company Boards ■ None Former Public Company Boards ■ Just Energy (September 2020 to December 2022) ■ Crius Energy LLC (April 2018 to July 2019) | | Age: 63 Director Since: 2023 Board Committees: ■ Audit ■ Governance and Nominating | |

  68. Environmental Management and Operations

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | E. Spencer Abraham | 130,000 | 179,129 | 309,129 | | Antonio Carrillo | 152,500 | 201,579 | 354,079 | | Matthew Carter, Jr. | 140,000 | 189,107 | 329,107 | | Heather Cox | 130,000 | 179,129 | 309,129 | | Elisabeth B. Donohue | 140,000 | 189,107 | 329,107 | | Marwan Fawaz | 130,000 | 179,129 | 309,129 | | Kevin Howell(2) | 130,000 | 179,129 | 309,129 | | Alexander Pourbaix(3) | 140,000 | 189,107 | 329,107 | | Alexandra Pruner | 147,500 | 196,590 | 344,090 | | Marcie C. Zlotnik | 130,000 | 179,129 | 309,129 |

  69. Environmental Management and Operations

    | Total Shares Subject to Outstanding Stock Options | 0 | | Total Shares of Common Stock Relating to Outstanding Restricted Stock Units, Deferred Stock Units, and Relative Performance Stock Units(1) | 2,628,936 | | Total Shares of Common Stock Remaining Available for Issuance under the LTIP and Legacy Vivint Plan(1)(2) | 19,988,754 |

  70. Environmental Management and Operations

    Retirement. All of the participant’s Awards that are vested and exercisable on his or her retirement date will remain exercisable, if applicable, for two years from the retirement date, or until the Award expires if earlier. All Awards that are not fully vested or exercisable on the date of retirement will be forfeited, unless otherwise determined by the Compensation Committee; provided that if a director retires, all of his or her unvested Awards will immediately vest and be exercisable for two years after the retirement date, or until the Awards expire if earlier. In general, a director qualifies for retirement under the 2026 LTIP if his or her service on the Board terminates after five years of service. Other participants in the 2026 LTIP qualify for retirement upon termination from employment or service after attaining age 55 with 10 or more years of service. ■ Termination for Cause. If a participant’s employment or service with the Company is terminated for cause, all Awards granted under the 2026 LTIP will be immediately forfeited regardless of whether or not they are vested and/or exercisable. For purposes of the 2026 LTIP, the term “cause” means any one or more of the following events unless determined otherwise by the Compensation Committee: conviction of, or agreement to a plea of nolo contendere to, a felony, or any crime or offense lesser than a felony involving the property of the Company or a subsidiary; conduct that has caused demonstrable and serious injury to the Company or a subsidiary, monetary or otherwise; willful refusal to perform or substantial disregard of duties properly assigned, as determined by the Company; breach of duty of loyalty to the Company or a subsidiary or other act of fraud or dishonesty with respect to the Company or a subsidiary; or violation of the Company’s code of conduct. ■ All Other Terminations. All of the participant’s Awards that are vested and exercisable will remain exercisable, if applicable, for 90 days from the date of termination, or until the Award expires if earlier. All Awards that are not fully vested or exercisable on the date of termination will be forfeited. Change in Control All outstanding Awards will become fully vested and exercisable until the Awards otherwise expire if (i) the Company undergoes a change in control and (ii) a participant is terminated pursuant to a qualifying termination. For purposes of the 2026 LTIP, a change in control is deemed to occur in any one of the following events: (1) any person or entity becoming the direct or indirect beneficial owner of 50% or more of the Company’s voting stock, (2) directors serving on the Board as of the effective date of the 2026 LTIP cease to constitute at least a majority of the Board unless such directors are approved by a vote of at least two-thirds (2/3) of the incumbent directors, provided that a person whose assumption of office is in connection with an actual or threatened election contest or actual or threatened solicitation of proxies including by reason of agreement intended to avoid or settle such contest shall not be considered to be an incumbent director, (3) any reorganization, merger, consolidation, sale of all or substantially all of the assets of the Company or other transaction is consummated and the previous stockholders of the Company fail to own at least 50% of the combined voting power of the resulting entity (Business Combination) or (4) the stockholders approve a plan or proposal to liquidate or dissolve the Company. For purposes of the 2026 LTIP, a qualifying termination is an involuntary termination of a participant’s employment within the 6 months prior to, or 24 months following, a change in control, but excluding terminations for cause, death or disability. If a change in control occurs as a result of a Business Combination described above, then the Compensation Committee may cancel any or all outstanding options under the 2026 LTIP by paying the option holders an amount equal to the portion of the consideration, if any, that would have been payable to them pursuant to the transaction if their options had been fully exercised immediately prior to the transaction, less the aggregate exercise price of their options; or, if the options are underwater, cancel the options for no consideration or payment of any kind. Payments in exchange for options may be made in cash, securities, or other Company property as determined by the Compensation Committee in its sole discretion.

  71. Environmental Management and Operations

    | The Board recommends a vote “FOR” approval of the 2026 LTIP. Proxies received by the Board will be voted “FOR” the approval of the 2026 LTIP, unless a contrary vote is specified. |

  72. Give Shareholders the Ability to Call for a Special Shareholder Meeting — Proposal 5

    | LTIP Awards | 85 | | Relative Performance Stock Units | 85 | | Restricted Stock Units | 89 | | Dividend Equivalent Rights | 89 | | Equity Grant Practices | 89 | | Clawback of Certain Compensation | 89 | | Benefits | 90 | | Potential Severance and Change in Control Benefits | 90 | | Oversight of Risks Related to Compensation Policies | 90 | | Insider Trading Policy | 91 | | Anti-Hedging and Anti-Pledging Policies | 91 | | Other Matters | 92 | | Stock Ownership Guidelines | 92 | | Tax and Accounting Considerations | 92 |

  73. Give Shareholders the Ability to Call for a Special Shareholder Meeting — Proposal 5

    | Compensation Tables | 93 | | Summary Compensation Table for Fiscal Year Ended December 31, 2025 | 93 | | Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2025 | 96 | | Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2025 | 97 | | Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2025 | 98 | | Pension Benefits for Fiscal Year Ended December 31, 2025 | 98 | | Non-Qualified Deferred Compensation for Fiscal Year Ended December 31, 2025 | 98 |

  74. Give Shareholders the Ability to Call for a Special Shareholder Meeting — Proposal 5

    | Employment Agreements | 99 | | Termination, Severance and Change in Control | 99 | | Severance and Change in Control | 99 | | Treatment of Equity Awards for Termination and Change in Control | 101 | | Potential Payments Upon Termination or Change in Control | 104 | | CEO Pay Ratio | 105 | | Pay Versus Performance | 106 |

  75. Leadership Updates

    | | Element | Purpose | Characteristics | | FIXED | Base Salary | Compensates NEOs for their level of experience and expertise, individual responsibilities, and continued expectation of superior performance | ■ Reviewed annually in the context of market data, internal pay equity, and individual performance | | VARIABLE | Annual Incentive Plan | Cash-based incentive that rewards achievement of annual corporate and individual goals | ■ Based on Adjusted FCFbG (45%), Adjusted EBITDA (45%) and Non-Financial Metrics (10%), subject to ±20% individual performance modifier ■ Payout range of 0%-200% of target | | | Long-Term Incentive Plan | Long-term equity awards designed to align our NEOs’ interests with those of our stockholders, including by tying a significant portion to relative TSR performance | ■ Comprised 67% in performance-based RPSUs and 33% in time-based RSUs ■ RPSU payout of 0%-200% of target shares granted |

  76. RPSU Amendment

    RPSU Amendment Starting in 2018, our RPSU awards were structured with a “6X Value Cap” — capping the maximum shares deliverable at vesting to those with a fair market value equal to six times the grant-date value. As our stock price strengthened over the last three years, it became apparent that the 6X Value Cap was going to create a significant and unintended distortion in the alignment of performance and pay in our RPSU awards. Despite our exceptional 98th percentile TSR performance during the 2023-2025 performance period (relative to our performance peer group), the 6X Value Cap was expected to limit the 2023 RPSU payout to far below the 200% that our performance warranted and, instead, result in an expected payout of only 115% of target shares. If unaddressed, the 6X Value Cap could also have similarly constrained payouts under the 2024 and 2025 RPSU awards. In response, the Compensation Committee undertook a deliberate process to evaluate ways to address this misalignment between pay and performance, including an amendment to remove the 6X Value Cap. In October 2025, following stockholder engagement with holders of approximately 40% of our outstanding stock, where we discussed and received feedback, the Compensation Committee approved an amendment removing the 6X Value Cap from outstanding and future RPSU awards, without altering the 200% maximum share payout or the other performance requirements. The Compensation Committee believes that this change better aligns the RPSU outcomes with TSR performance, appropriately incentivizes our executives, and reinforces our pay-for-performance philosophy. See “Elements of Compensation — Long Term Incentive Compensation — October 2025 Amendment of RPSU Awards” for further details. We also provide a Supplemental Summary Compensation Table on page 95 that shows the value of compensation granted for 2025 excluding the incremental fair value incurred as a result of the modification.

  77. RPSU Amendment

    | | What We Do: | | | Pay for performance for NEOs including: ■ Providing for a majority of NEO compensation that is variable and at risk ■ Delivery of a substantial majority of long-term incentive compensation using performance-based equity ■ Requiring above-median performance for performance-based vesting of long-term incentive compensation awards at target | | | Require a double trigger for the payment of cash severance and the vesting of equity upon a change in control | | | Maintain a robust clawback policy in accordance with applicable NYSE requirements and additional clawback provisions in compensation plans and award agreements | | | Maintain robust stock ownership guidelines for our NEOs, including one-year post-vesting holding period for RPSU awards granted in 2026 and beyond | | | Written equity grant policy with predetermined schedule for routine equity grants | | | Denominate and settle all long-term incentive awards in equity | | | Engage an independent compensation consultant to advise us on matters surrounding our compensation plans and program | | | Ensure our compensation practices do not encourage undue risk taking (e.g., engage in robust risk monitoring and capping payments made under our AIP and performance equity program) | | | Engage in a comprehensive performance evaluation process for all NEOs and annual management succession and leadership development efforts | | | Hold an annual say on pay vote |

  78. RPSU Amendment

    | | What We Don’t Do: | | | No excise tax gross-ups upon a change in control | | | No tax gross-ups on perquisites or benefits, other than for standard relocation benefits | | | No pledging or hedging of our stock by NEOs or directors | | | No employment agreements with NEOs other than the agreement with the CEO | | | No guaranteed bonus payments for our NEOs | | | No guaranteed salary increases for NEOs | | | No inclusion of unvested RPSUs or options for stock ownership requirements | | | No supplemental executive retirement plans | | | No option grants with exercise prices below 100% of fair market value of our stock on the grant date | | | No loans to executives for purchases of Company securities on margin | | | No backdating or repricing of stock options | | | No dividend equivalent rights (DERs) paid on unvested equity awards | | | No trades of our stock by our officers and directors without preclearance | | | No excessive perquisites |

  79. 2025 AIP Award Performance Criteria

    2025 AIP Award Performance Criteria The AIP award performance criteria were based upon our 2025 corporate business strategy and the applicable NEO’s individual contributions. For 2025, the Compensation Committee increased the weighting of our Adjusted EBITDA metric, and decreased the weighting of our non-financial metrics, to place greater emphasis on a financial metric that is an important indicator of success against our strategic priorities. The table below sets forth the 2025 AIP performance criteria and weightings applicable to our NEOs.

  80. 2025 AIP Award Performance Criteria

    | Goal | Weight | | Adjusted FCFbG(1)(2) | 45% | | Adjusted EBITDA(1)(3) | 45% | | Non-Financial Metrics(4) | 10% | | Overall Funding | 100% | | Individual Performance Criteria Modifier | Multiply by up to ±20% |

  81. 2025 AIP Award Performance Criteria

    (1) Our Consolidated Statement of Operations and Consolidated Statement of Cash Flows are found in Item 15 - Exhibits, Financial Statement Schedules to our Annual Report on Form 10-K. (2) Adjusted FCFbG refers to Cash Provided by Operating Activities (less maintenance capex, environmental capex, net of funding and insurance reimbursements for property damage and operating expenses, dividends from preferred instruments treated as debt by rating agencies, and distributions to non-controlling interests), adjusted gain/losses and other impacts associated with unbudgeted acquisition or sale of operating assets, net emissions proceeds/purchases, and maintenance and environmental capex adjusted for major changes in timing of maintenance and environmental capex projects. Adjusted FCFbG excludes changes in nuclear decommissioning trust liability, growth investments, net receipts from settlement of acquired derivatives that include financing elements, changes in collateral, acquisition and divestiture transaction and integration costs, and impacts of certain major transactions approved by the Compensation Committee. This amount is further adjusted for the impact associated with special one-time, non-recurring unusual events approved by the Compensation Committee, which for the 2025 AIP included certain non-budgeted expenses. (3) Adjusted EBITDA refers to EBITDA plus adjustments. EBITDA consists of net income plus: income taxes, interest expense (net of interest income), amortization of finance costs and debt premium, loss on debt extinguishment, depreciation, amortization and asset retirement obligation expenses, amortization of power and fuel contracts, and amortization of emission allowances. Adjustments consist of mark-to-market gains or losses from forward position of economic hedges, plus adjustments to include the Adjusted EBITDA from unconsolidated affiliates, acquisition and divestiture transaction and integration costs, deactivation costs, gain/losses on write-offs, disposals, discontinued operations and purchase accounting impacts, adjusted gain/losses and other impacts associated with unbudgeted acquisitions or sale of operating assets, and stock-based compensation costs. This amount is further adjusted for the impact associated with special one-time, non-recurring unusual events approved by the Compensation Committee. (4) Non-Financial Metrics refers to three metrics that are described in more detail below: (a) Customers (4%) — measured by Customer Focus Index (CFI), which measures the overall satisfaction of a customer with NRG’s products and services as well as a customer’s loyalty to NRG’s brand through the use of a net promoter score (NPS) that is determined through a customer survey. The NPS is an index ranging from -100 to 100. To calculate the NPS, detractors (those that score 6 or less out of 10) are subtracted from promoters (a score of 10 or 9). For example, if 50% or respondents to the survey are promotors and 10% are detractors, the NPS is 40%. In order to allow for the fact that NRG has multiple brands across multiple geographies and to account for NPS goals across those factors, goals are indexed into the single metric (the CFI). The Company uses an external company to assess NPS scores to achieve objective, measurable results. (b) Environment (3%) — includes the Environmental Performance Index, based on Environmental Key Performance Indicators (EKPIs). The EKPI is calculated based on the achievement of threshold (31.5), target (22.0), and maximum (15.5) EKPI events. (c) People (3%) — includes measurements of results of our employee well-being survey (based on the composite average results of employee responses to three well-being questions with five multiple choice answers) measuring data across three wellness focus areas (physical, emotional, and financial) and results of our employee development initiatives, which included eight company-wide programs designed to provide career and professional growth opportunities to all employees.

  82. 2025 AIP Award Performance Criteria

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  83. 2025 AIP Award Performance Criteria

    Actual AIP payouts can range from 0% to 200% of target, with a 50% payout opportunity for threshold level of performance. Below-threshold achievement on any performance metric results in 0% outcome on that metric. In addition to the quantitative financial and non-financial metrics, each NEO is evaluated on their achievement of individual performance criteria, which impacts the determination of their awards payable under the AIP. The Compensation Committee assesses performance of each NEO relative to the performance criteria applicable to each NEO and multiplies the total formulaic AIP award for each NEO by an individual performance factor of up to plus or minus 20%. These criteria are established at the beginning of each fiscal year and include measures tied to the leadership of the business. During 2025, such measures consisted of the following objectives designed to incentivize a focus on driving company-level strategic goals and delivering results: (1) meet the next generation of customer needs, (2) expand the scale of our current business, (3) create a culture of engagement and action, and (4) enhance operational and organizational agility and efficiency. Generally, the Compensation Committee adjusts the total AIP award achievement for the position of CEO based on its own assessment of the performance criteria applicable to such position and recommends such award opportunity to the Board for approval. With respect to all other NEOs, the Compensation Committee considers the CEO’s recommendations for the NEOs and retains sole discretion to approve the AIP awards and to adjust the amount of, or eliminate any, awards that are otherwise payable under the AIP. The 2025 target AIP award opportunities for the NEOs is expressed as a percentage of base salary as set forth in the table below.

  84. 2025 AIP Award Performance Criteria

    | Name | Base Salary as of December 31, 2025 ($) | Target (% of Base Salary)(1) | Target AIP Award Opportunity ($) | | Lawrence S. Coben | 1,479,000 | 125 | 1,848,750 | | Bruce Chung | 739,500 | 100 | 739,500 | | Brad Bentley | 750,003 | 100 | 322,604(2) | | Brian Curci | 612,000 | 100 | 612,000 | | Robert J. Gaudette | 739,500 | 100 | 739,500 |

  85. 2025 AIP Award Performance Criteria

    (1) Percentages in this column assume that each of the financial performance metrics and all quantitative and qualitative goals are achieved at target levels. (2) Mr. Bentley’s target AIP award for 2025 was prorated for his partial year of service from July 28, 2025 through December 31, 2025.

  86. How We Set AIP Performance Goals

    How We Set AIP Performance Goals The Compensation Committee follows a rigorous process to establish annual performance goals for the metrics in our AIP that are intended to appropriately motivate our NEOs and align pay outcomes with Company performance and the interests of our stockholders. This process includes consideration of the following factors: ■ Goals are established at the beginning of the performance year and are grounded in our annual operating plan and budget, externally communicated guidance, and other internal forecasts and assumptions. ■ Goals reflect the Committee’s assessment of expected performance for the year in light of anticipated business conditions. Goals are designed to be appropriately challenging and are intended to require strong performance and execution to achieve target, with threshold and maximum levels calibrated to differentiate performance outcomes and payouts across a range of results.

  87. How We Set AIP Performance Goals

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  88. How We Set AIP Performance Goals

    In setting target levels, the Committee considers a variety of reference points, which may include historical performance, expected year-over-year performance, multi-year trends, and peer and market considerations.

  89. 2025 AIP Results and Payments

    2025 AIP Results and Payments The following table details the quantitative financial and non-financial performance goals and results for 2025, as approved by the Compensation Committee:

  90. 2025 AIP Results and Payments

    | Performance Metric | Weight | Threshold | Target | Maximum | Result | AIP Metric Result | | Adjusted FCFbG ($ in millions)(1) | 45% | $1,575 | $2,100 | $2,352 | $2,232 | 152% | | Adjusted EBITDA ($ in millions)(1) | 45% | $2,887 | $3,850 | $4,234 | $4,106 | 167% | | Non-Financial Metrics | 10% | 50% | 100% | 200% | 146% | 146% | | Final Weighted AIP Result for Performance Metrics | | | | | | 158% |

  91. 2025 AIP Results and Payments

    (1) Adjusted FCFbG and Adjusted EBITDA are non-GAAP financial metrics. See footnotes (2) and (3) in “Elements of Compensation — Annual Incentive Compensation — 2025 AIP Award Performance Criteria” for descriptions of how they differ from the comparable GAAP metrics. The Non-Financial Metrics comprise the following three components: Customers (4%), Environment (3%) and People (3%). In 2025, the Company achieved 148% of the Customer Focus Index (CFI) goal in the Customers metric. The Environment metric achievement was 192%, as the Company recorded 16 Environmental Key Performance Indicator ( EKPI) events in 2025, resulting in performance slightly below the maximum level on the Environmental Performance Index. The People metric achievement was 97% based on the percentage increase in the Company’s employee wellness score and achievement on 7 of 8 employee development initiatives. See footnote (4) in “Elements of Compensation — Annual Incentive Compensation — 2025 AIP Award Performance Criteria” for further details regarding these components. With respect to AIP awards for 2025, the Compensation Committee approved a final AIP result of 158%, in accordance with the Company’s performance metrics results. The Compensation Committee, after due consideration of the contributions of each NEO during 2025, determined to award each NEO the individual performance factor in the following table, which sets forth the AIP awards paid to each of the NEOs for 2025. The Compensation Committee believes that the payouts awarded to the eligible NEOs appropriately reflect the Company’s strong performance and execution of our strategic plan.

  92. 2025 AIP Results and Payments

    | Name | Base Salary as of December 31, 2025 ($) | AIP Target (%) | Percent of Target Achieved (%) | Individual Performance Criteria Modifier (%) | Total AIP Target Achieved (%) | Total AIP Paid ($) | | Lawrence S. Coben | 1,479,000 | 125 | 158 | 20 | 190 | 3,505,230 | | Bruce Chung | 739,500 | 100 | 158 | 20 | 190 | 1,402,092 | | Brad Bentley(1) | 750,003 | 100 | 158 | 20 | 190 | 611,657 | | Brian Curci | 612,000 | 100 | 158 | 16 | 183 | 1,121,674 | | Robert J. Gaudette | 739,500 | 100 | 158 | 20 | 190 | 1,402,092 |

  93. 2025 AIP Results and Payments

    Mr. Bentley’s AIP award for 2025 was prorated for his partial year of service from July 28, 2025 to December 31, 2025

  94. 2025 AIP Results and Payments

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  95. 2025 AIP Results and Payments

    Set out below are the key performance considerations that informed the final AIP payout determinations made by the Committee or the Board, as applicable, for each NEO: Lawrence S. Coben: Payout reflects outstanding Company TSR performance and executive leadership in advancing NRG’s strategic growth agenda, including execution of transformational M&A and strategic priorities. ■ Bruce Chung: Payout reflects leadership in delivering outstanding performance across FP&A and core finance priorities, including return of capital to stockholders, and executing the transformational acquisition of the asset portfolio from LS Power. ■ Brad Bentley: Payout reflects robust financial performance in the Consumer business and leadership in launching new products, such as the VPP programs, and advancing key branding initiatives. ■ Brian Curci: Payout reflects excellent leadership across key legal priorities in support of the Company‘s strategic and operational objectives, including the transformational acquisition of the asset portfolio from LS Power. ■ Robert Gaudette: Payout reflects record Company performance and leadership in advancing key data center initiatives, including the execution of 445 MW of long-term power agreements in the Texas and East regions. Long-Term Incentive Compensation

  96. 2025 AIP Results and Payments

    | We believe that equity awards directly align our NEOs’ interests with those of our stockholders. Our typical practice is to award our NEOs a combination of RPSUs, which are based on the Company’s TSR performance relative to the TSR of the S&P 500 constituents, and time-based RSUs. RPSUs represent the larger proportion of LTIP compensation (67%), demonstrating the Compensation Committee’s focus on pay for performance. | |

  97. Target LTIP Award Opportunity

    Target LTIP Award Opportunity The 2025 target LTIP award opportunities for the NEOs, as of the applicable grant dates, are set forth in the table below.

  98. Target LTIP Award Opportunity

    | Name | Base Salary as of Grant Date(1) ($) | LTIP Target as Percent of Base Salary (%) | Target LTIP Award Opportunity ($) | | Lawrence S. Coben | 1,450,000 | 825 | 11,962,502 | | Bruce Chung | 725,000 | 350 | 2,537,500 | | Brad Bentley | 750,003 | n/a(2) | n/a | | Brian Curci | 600,000 | 350 | 2,100,001 | | Robert J. Gaudette | 725,000 | 350 | 2,537,500 |

  99. Target LTIP Award Opportunity

    (1) For the NEOs other than Mr. Bentley, the grant date was January 2, 2025 with respect to their RSUs and RPSUs. The date of Mr. Bentley’s grant of RSUs and RPSUs was August 4, 2025. Mr. Bentley commenced employment on July 28, 2025. See footnote (5) of the Summary Compensation Table for a description of the compensation terms set out in Mr. Bentley’s offer letter. His LTIP target for 2026 will be aligned with the compensation structure of the other NEOs.

  100. Target LTIP Award Opportunity

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  101. LTIP Awards

    LTIP Awards The target LTIP award for Dr. Coben was set pursuant to his employment agreement, which is described below under “Employment Agreements” and Mr. Bentley’s LTIP awards for 2025 was set in connection with the commencement of his employment. The aggregate value of equity awards granted to each of our other NEOs for fiscal year 2025 was reviewed against select peer companies and market data. Pay Governance provided this compensation benchmark data to the Compensation Committee. The LTIP awards are set forth in the “Stock Awards” column of the Summary Compensation Table for Fiscal Year ended December 31, 2025, as well as the Grants of Plan-Based Awards for Fiscal Year ended December 31, 2025 table.

  102. Relative Performance Stock Units

    Relative Performance Stock Units Each RPSU represents the potential to receive shares of common stock after completion of the three-year performance period, based on the Company’s TSR performance ranked against the TSR performance of the constituents of the S&P 500 as of the grant date, which the Compensation Committee has identified as the performance peer group for the RPSUs. Relative measures are designed to minimize the impact of externalities, ensuring the program appropriately reflects management’s impact on the Company’s TSR. The table that follows illustrates the design of our RPSUs granted in 2025. As the table shows, above-median relative TSR performance is required in order to earn target awards under the plan. In addition, if our absolute TSR is less than negative 15% over the performance period, the threshold for target payouts is increased from the 55th to the 65th percentile. The Compensation Committee believes that this increased performance requirement addresses the concern that a disproportionate award may be paid in the event that our relative performance is high, but absolute performance is low. Recipients of RPSU awards granted beginning in 2026 will be subject to a one-year post-vesting holding period. During the holding period, the recipients may not liquidate or transfer shares delivered upon settlement of the RPSUs; provided that, the restrictions will lapse upon death, disability, or a change in control of the Company. This RPSU holding requirement is intended to complement our existing stock ownership guidelines. Our NEOs’ RPSU awards that were granted in 2023 and vested on January 2, 2026 were paid at 200% of target number of shares, as a result of NRG’s 426% increase in absolute TSR, which ranked at the 98th percentile relative to the TSR of its performance peer group.

  103. Restricted Stock Units

    Restricted Stock Units Each RSU represents the right to receive one share of common stock after the completion of the applicable vesting period. The RSU awards granted in 2025 vest ratably, meaning that one-third of the award vests each year on the anniversary of the grant date, over a three-year period, subject to continued employment on the vesting date. Occasionally, the Compensation Committee will use alternate RSU vesting periods, but only on an exception basis, such as for a new hire with a specific skill set or to serve as an enhanced retention tool.

  104. Dividend Equivalent Rights

    Dividend Equivalent Rights In connection with each equity award, each NEO also receives DERs, which accrue with respect to the award to which they relate. Accrued DERs are paid at the same time that the shares of common stock underlying each award are delivered to the NEO. No DERs are paid if the underlying equity award fails to vest.

  105. Equity Grant Practices

    Equity Grant Practices In 2025, we implemented a written equity grant policy that codifies our existing equity grant practices. The policy sets out a predetermined schedule for granting routine equity awards to our employees and directors; provided that, on occasion, equity awards for new hires, promotions, retention, or other purposes may be granted outside of our predetermined schedule. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not take material nonpublic information into account when determining the timing of such awards. The policy further provides that we will not purposely accelerate or delay the public release of material information relative to any equity grant in order to allow an award recipient to benefit from a more favorable stock price. In fiscal year 2025, we did not grant any stock options, stock appreciation rights, or similar awards as part of our equity compensation programs, and none of our NEOs held any such awards during 2025. Clawback of Certain Compensation In accordance with applicable NYSE rules, the Board has adopted a clawback policy (Clawback Policy) effective as of December 1, 2023. The Clawback Policy, which is administered by the Compensation Committee, applies to our current and former executive officers, including the president, vice president in charge of a principal unit, division or function or any other person who performs similar policy making functions for the Company (each, a Covered Executive). Under the Clawback Policy, if we must prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (collectively, a Restatement), we are obligated to promptly recover erroneously awarded incentive-based compensation received by a Covered Executive. “Incentive-based compensation” includes any compensation that is granted, earned or vested based, in whole or in part, on the attainment of a financial reporting measure. “Erroneously awarded” incentive-based compensation is the amount of incentive-based compensation received by the Covered Executive that exceeds the amount of incentive-based compensation that otherwise would have been received by the Covered Executive had it been determined based on an applicable Restatement. Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement with any Covered Executive, the Company will not indemnify any Covered Executives against the loss of any erroneously awarded incentive-based compensation including any payment or reimbursement for the cost of

  106. Equity Grant Practices

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  107. Equity Grant Practices

    third-party insurance purchased by any Covered Executives to fund potential clawback obligations. A copy of the Clawback Policy is included as Exhibit 97 to our Annual Report on Form 10-K. In addition, the Company’s compensation plans and award agreements (including for time-based equity awards) include “clawback” provisions with regard to awards in the case of a material financial restatement, including a restatement that was the result of employee misconduct. The Board and/or the Compensation Committee retains discretion regarding the application of the clawback provisions. These clawback provisions are in addition to other remedies that are available to the Company. If the Company is required to restate its earnings as a result of noncompliance with a financial reporting requirement due to misconduct, under the Sarbanes-Oxley Act of 2002 (SOX), the CEO and the CFO would also be subject to a clawback, as required by SOX. Benefits NEOs participate in the same retirement, life insurance, health and welfare plans as other salaried employees of the Company. Dr. Coben also receives a financial planning reimbursement benefit as provided in the Coben Employment Agreement. We do not provide any tax gross-ups on perquisites for NEOs, other than for standard relocation benefits when the relocation is required by the Company, in connection with our normal-course compensation program. See the “All Other Compensation” column of the Summary Compensation Table for additional information regarding NEO benefits. Potential Severance and Change in Control Benefits Severance and change in control agreements are market practice among publicly held companies. Most often, these agreements are utilized to encourage executives to remain with the Company during periods of extreme job uncertainty and to evaluate a potential transaction in an impartial manner. We choose to provide severance and change in control arrangements to assist with career transitions of our executives as well as to create an environment that provides for an adequate business transition and knowledge transfer during times of change. Further, in order to enable a smooth transition during an interim period, severance and change in control agreements provide a defined level of security for the executive and the Company, enabling a more seamless implementation of a particular acquisition or an asset sale or purchase, and subsequent integration. For a more detailed discussion, including the quantification of potential payments, see “Termination, Severance and Change in Control” following the executive compensation tables below. Oversight of Risks Related to Compensation Policies The Compensation Committee engages Pay Governance to conduct a risk assessment with respect to the Company’s executive compensation plan designs. Following the results of its study, Pay Governance reported its assessment to the Compensation Committee for purposes of evaluating any risks in our compensation policies and practices. As a result of the review, management and the Compensation Committee have concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Key risk-mitigating features of our compensation programs are as follows: ■ base salaries are a sufficient component of total compensation to discourage excessive risk taking; earnings goals under the Company’s AIP are based upon its audited financial statements and the Company believes that the goals are attainable without the need to take inappropriate risks or make material changes to the Company’s business or strategy;

  108. Equity Grant Practices

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  109. Equity Grant Practices

    NEOs who receive payment under the AIP and the LTIP may be required to reimburse the Company for all or a portion of the payment (commonly referred to as a clawback) as described under “Elements of Compensation — Clawback of Certain Compensation” above; ■ the Company awards RPSUs under the LTIP that are based upon relative TSR over three-year periods, which mitigates short-term risk taking; ■ the Company utilizes a balanced mix of absolute and relative metrics; ■ payouts under our AIP and performance equity program are capped; ■ because incentive compensation has a large equity component, value is best realized through long-term appreciation of stockholder value, especially when coupled with the stock ownership guidelines, which expose the Company’s NEOs to loss of the value of the retained equity if stock appreciation is jeopardized; and ■ the use of incentive compensation components that are paid or vest over an extended period mitigates against unnecessary or excessive risk taking. Insider Trading Policy The Company has adopted a Securities Trading and Non-Disclosure Policy (Insider Trading Policy) governing the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, employees, and other covered personnel. In addition, when transacting in its own securities, it is NRG’s policy to comply with applicable securities laws. The Company believes that the Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable exchange listing standards. A copy of the Insider Trading Policy, including any amendments thereto, was filed as Exhibit 19.1 to our Annual Report on Form 10-K. Anti-Hedging and Anti-Pledging Policies The Insider Trading Policy prohibits executive officers, directors and employees from directly or indirectly engaging in any kind of hedging transaction that could reduce or limit their economic risk with respect to their holdings, ownership or interest in the Company’s securities, including exchange funds, prepaid variable forward contracts, equity swaps, collars, puts, calls and options. The Insider Trading Policy also prohibits executive officers, directors and employees from directly or indirectly engaging in any transaction in which the Company’s securities are being pledged.

  110. Equity Grant Practices

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  111. Equity Grant Practices

    Other Matters Stock Ownership Guidelines The Compensation Committee and the Board require each NEO to hold NRG stock with a value equal to a multiple of their base salary until termination, as set forth in the table below. Personal holdings, vested awards and unvested, time-based RSUs count towards the ownership multiple. Unvested RPSUs and stock options, should we grant stock options in the future, do not count towards the ownership multiple. Although the NEOs are not required to make purchases of our common stock to meet their target ownership multiple, NEOs are restricted from divesting any securities until such ownership multiples are attained, except in the event of a hardship or to make a required tax payment and must maintain their ownership multiple after any such transactions. The current stock ownership for our NEOs is shown below, based on the closing share price of $162.06 on March 3, 2026, the record date:

  112. Equity Grant Practices

    | Name | Target Ownership Multiple | Actual Ownership Multiple | | Lawrence S. Coben | 6.0x | 45.2 | | Bruce Chung | 3.0x | 16.9 | | Brad Bentley | 3.0x | 6.9 | | Brian Curci | 3.0x | 11.9 | | Robert J. Gaudette | 3.0x | 14.0 |

  113. Equity Grant Practices

    Tax and Accounting Considerations The Compensation Committee takes into account tax consequences to NEOs in designing the various elements of our compensation program, such as designing the terms of awards to defer immediate income recognition in accordance with Section 409A of the Internal Revenue Code (Code). The Compensation Committee remains informed of and takes into account the accounting implications of its compensation programs. However, the Compensation Committee approves programs based on their alignment with our strategy and long-term goals.

  114. Equity Grant Practices

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  115. Equity Grant Practices

    Compensation Tables SUMMARY COMPENSATION TABLE FOR FISCAL YEAR ENDED DECEMBER 31, 2025 The following table sets forth information regarding the compensation awarded to, earned by or paid to our NEOs during the fiscal year ended December 31, 2025.

  116. Equity Grant Practices

    | Name and Principal Position (as of December 31, 2025) | Year | Base Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Lawrence S. Coben President, Chief Executive Officer and Chair of the Board | 2025 | 1,473,423 | — | 16,764,473 | 3,505,230 | 45,296 | 21,788,422 | | | 2024 | 629,615 | — | 3,300,791 | 1,519,520 | 13,228 | 5,463,154 | | | 2023 | 10,000 | — | 11,924,989 | — | 489,029 | 12,424,018 | | Bruce Chung Executive Vice President and Chief Financial Officer | 2025 | 736,712 | — | 12,387,883 | 1,402,092 | 20,950 | 14,547,637 | | | 2024 | 717,192 | — | 2,433,804 | 1,450,000 | 20,551 | 4,621,547 | | | 2023 | 631,515 | — | 2,550,047 | 1,400,000 | 16,500 | 4,598,062 | | Brad Bentley(5) Executive Vice President, President of NRG Consumer | 2025 | 302,886 | 2,500,000 | 8,661,503 | 611,657 | 12,115 | 12,088,161 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Brian Curci Executive Vice President and General Counsel | 2025 | 609,693 | — | 9,322,741 | 1,121,674 | 21,369 | 11,075,477 | | | 2024 | 554,354 | — | 1,844,270 | 1,174,860 | 19,949 | 3,593,433 | | | 2023 | 527,479 | — | 1,785,860 | 1,060,900 | 14,075 | 3,388,314 | | Robert J. Gaudette Executive Vice President, President of NRG Business & Wholesale Operations | 2025 | 728,179 | — | 10,709,014 | 1,402,092 | 17,923 | 12,857,208 | | | 2024 | 618,203 | — | 2,076,999 | 1,450,000 | 18,405 | 4,163,607 | | | 2023 | 594,054 | — | 2,011,267 | 1,194,800 | 19,800 | 3,819,921 |

  117. Equity Grant Practices

    | Name | Year | Financial Advisor Services ($) | 401(k) Employer Matching Contributions ($) | Director Compensation ($) | Event Tickets ($) | Total ($) | | Lawrence S. Coben | 2025 | 22,875 | 21,277 | — | 1,144 | 45,296 | | | 2024 | 8,475 | 2,769 | — | 1,984 | 13,228 | | | 2023 | — | — | 489,029 | — | 489,029 | | Bruce Chung | 2025 | — | 20,950 | — | — | 20,950 | | | 2024 | — | 20,551 | — | — | 20,551 | | | 2023 | — | 16,500 | — | — | 16,500 | | Brad Bentley | 2025 | — | 12,115 | — | — | 12,115 | | Brian Curci | 2025 | — | 21,369 | — | — | 21,369 | | | 2024 | — | 19,949 | — | — | 19,949 | | | 2023 | — | 14,075 | — | — | 14,075 | | Robert J. Gaudette | 2025 | — | 17,923 | — | — | 17,923 | | | 2024 | — | 18,405 | — | — | 18,405 | | | 2023 | — | 19,800 | — | — | 19,800 |

  118. Equity Grant Practices

    | Name and Principal Position (as of December 31, 2025) | Year | Base Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Lawrence S. Coben President, Chief Executive Officer and Chair of the Board | 2025 | 1,473,423 | — | 11,871,890 | 3,505,230 | 45,296 | 16,895,839 | | | 2024 | 629,615 | — | 3,300,791 | 1,519,520 | 13,228 | 5,463,154 | | | 2023 | 10,000 | — | 11,924,989 | — | 489,029 | 12,424,018 | | Bruce Chung Executive Vice President and Chief Financial Officer | 2025 | 736,712 | — | 2,518,209 | 1,402,092 | 20,950 | 4,677,963 | | | 2024 | 717,192 | — | 2,433,804 | 1,450,000 | 20,551 | 4,621,547 | | | 2023 | 631,515 | — | 2,550,047 | 1,400,000 | 16,500 | 4,598,062 | | Brad Bentley(5) Executive Vice President, President of NRG Consumer | 2025 | 302,886 | 2,500,000 | 8,499,858 | 611,657 | 12,115 | 11,926,516 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Brian Curci Executive Vice President and General Counsel | 2025 | 609,693 | — | 2,084,089 | 1,121,674 | 21,369 | 3,836,825 | | | 2024 | 554,354 | — | 1,844,270 | 1,174,860 | 19,949 | 3,593,433 | | | 2023 | 527,479 | — | 1,785,860 | 1,060,900 | 14,075 | 3,388,314 | | Robert J. Gaudette Executive Vice President, President of NRG Business & Wholesale Operations | 2025 | 728,179 | — | 2,518,209 | 1,402,092 | 17,923 | 4,666,403 | | | 2024 | 618,203 | — | 2,076,999 | 1,450,000 | 18,405 | 4,163,607 | | | 2023 | 594,054 | — | 2,011,267 | 1,194,800 | 19,800 | 3,819,921 |

  119. Relative Performance Stock Units

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(1)(2)(3) ($) | Compensation Actually Paid to Second PEO(1)(2) (3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Adjusted EBITDA Achievement ($ Millions)(5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | — | 20,131,942 | — | 35,537,362 | 12,111,143 | 16,256,878 | 506.68 | 155.39 | 864 | 4,106 | | 2024 | — | 5,463,154 | — | 18,050,391 | 4,672,616 | 12,174,239 | 283.28 | 132.68 | 1,125 | 3,690 | | 2023 | 13,128,160 | 11,934,989 | (5,193,935) | 12,654,011 | 4,570,504 | 7,585,995 | 158.57 | 109.76 | (202) | 3,289 | | 2022 | 10,151,847 | — | (938,751) | — | 2,484,712 | 812,036 | 93.70 | 120.83 | 1,221 | 1,910 | | 2021 | 10,854,224 | — | 10,696,698 | — | 2,042,570 | 1,466,079 | 122.43 | 120.05 | 2,187 | 2,168 |

  120. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.

  121. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  122. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    | 108 | NRG Energy, Inc. | 2026 Proxy Statement |

  123. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    Relationship Between Compensation Actually Paid and Adjusted EBITDA Achievement The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA Achievement during the five most recently completed fiscal years.

  124. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our Second PEO and other NEOs for 2025 to Company performance. The measures in this table are not ranked.

  125. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | Adjusted EBITDA Adjusted FCFbG Relative TSR |

  126. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    Please see “Compensation Discussion and Analysis” above for a further description of these performance metrics (including, in the case of Adjusted EBITDA and Adjusted FCFbG, how such metrics are calculated) and how they are used in our executive compensation program.

  127. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | 109 |

  128. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | Compensation Committee Report on Executive Compensation |

  129. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    The Compensation Committee has reviewed and discussed the CD&A included in this Proxy Statement required by Item 402(b) of Regulation S-K with management and, based upon such review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this Proxy Statement. Compensation Committee: Alexander Pourbaix, Chair Antonio Carrillo Matthew Carter, Jr. Heather Cox E. Spencer Abraham

  130. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | Compensation Committee Interlocks and Insider Participation |

  131. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    No member of our Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of the Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation Committee.

  132. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | 110 | NRG Energy, Inc. | 2026 Proxy Statement |

  133. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | Audit Committee Report |

  134. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    The primary purpose of the Audit Committee is to assist the Board in its general oversight of the Company’s financial reporting process. The Audit Committee’s function is more fully described above in “Board Committees — Audit Committee.” The Audit Committee reviews the charter on an annual basis. The Board reviews the SEC and NYSE listing standards’ definition of independence for audit committee members at least annually and has determined that each member of the Audit Committee meets such standards. The Board has also determined that three members of the Audit Committee — Alexandra Pruner, Marcie C. Zlotnik, and Sanjay Kapoor — met the requirements of an “audit committee financial expert” as defined by SEC rules. The Board has further determined that Alexander Pourbaix met the “financial literacy” requirements set forth in the listing standards under the NYSE. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. The Company’s independent registered public accounting firm for the fiscal year 2025, KPMG LLP, is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles and auditing the Company’s internal control over financial reporting. The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2025 with the Company’s management and has discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB). In addition, KPMG LLP has provided the Audit Committee with the written disclosures and the letter required by Statement on the PCAOB Auditing Standard No. 1301, “Communication with Audit Committees,” and the Audit Committee has discussed with KPMG LLP their independence. The Audit Committee also reviewed, and discussed with management and KPMG LLP, management’s report and KPMG LLP’s report and attestation on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K, for filing with the SEC. Audit Committee: Alexandra Pruner, Chair Alexander Pourbaix Marcie C. Zlotnik Sanjay Kapoor

  135. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | 111 |

  136. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | Independent Registered Public Accounting Firm |

  137. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    Audit and Non-Audit Fees The following table presents fees for professional services rendered by KPMG LLP, our principal independent registered public accounting firm, for the years ended December 31, 2025, and December 31, 2024.

  138. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | | Year Ended December 31, | | | | 2025 | 2024 (in thousands) | | Audit Fees | $13,284 | $13,244 | | Audit-Related Fees | 150 | — | | Tax Fees | 478 | 988 | | All Other Fees | — | — | | Total | $13,912 | $14,232 |

  139. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    Audit Fees For 2025 and 2024 audit services, KPMG LLP billed us approximately $13,284,000 and $13,244,000, respectively, for the integrated audit of the Company’s annual consolidated financial statements, internal control over financial reporting, and the review of the Company’s quarterly consolidated financial statements on our Quarterly Report on Form 10-Q that are customary under the standards of the PCAOB (United States), and in connection with subsidiary financial statement audits. The amounts also include other services that are normally provided by KPMG LLP in connection with these audits and regulatory filings. Audit-Related Fees For 2025, audit-related services relate to accounting advisory services on potential transactions. There were no audit-related services provided to us by KPMG LLP for 2024. Tax Fees Tax fees relate to services provided for tax compliance, tax planning, technical assistance, and advice on both domestic and international matters. For 2025 and 2024 tax services, KPMG LLP billed us approximately $478,000 and $988,000, respectively. All Other Fees There were no other fees billed to us by KPMG LLP for 2025 and 2024.

  140. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | 112 | NRG Energy, Inc. | 2026 Proxy Statement |

  141. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    Policy on Audit Committee Pre-Approval The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy regarding pre- approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. The Audit Committee annually reviews and pre-approves services that are expected to be provided by the independent registered public accounting firm. The term of the pre-approval is 12 months from the date of the pre-approval, unless the Audit Committee approves a shorter time period. The Audit Committee may periodically amend and/or supplement the pre-approved services based on subsequent determinations. Any engagement to provide audit or non-audit services must be pre-approved by the Audit Committee if it is to be provided by the independent registered public accounting firm. The Audit Committee must also pre-approve any services exceeding the pre-approved budgeted fee levels for a specified type of service. The Audit Committee has authorized its Chair to pre-approve services in amounts up to $500,000 per engagement. Engagements exceeding $500,000 must be approved by the Audit Committee. Engagements pre-approved by the Chair of the Audit Committee are reported to the Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all services rendered by and associated fees paid to KPMG LLP for 2025 and 2024.

  142. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | 113 |

  143. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | Questions and Answers |

  144. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    What is the Purpose of the Annual Meeting? The purpose of the Annual Meeting is to: 1. elect ten directors; 2. approve, on a non-binding advisory basis, the Say on Pay Proposal; 3. ratify the KPMG Ratification Proposal; 4. approve the LTIP Proposal; and 5. vote on the Special Meeting Proposal, if properly presented at the meeting. We may also conduct such other business as may properly come before the Annual Meeting and any adjournment or postponement. Other than Proposals 1 to 5, the Board is not aware of any other matters to be presented for a vote at the Annual Meeting. Who is Entitled to Vote at the Annual Meeting? All of our stockholders may attend the Annual Meeting. However, only stockholders who owned our common stock at the close of business on March 3, 2026, the record date for the Annual Meeting, or their duly appointed proxies, are entitled to vote at the Annual Meeting. Many stockholders hold their shares through a stockbroker, bank, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially: ■ Stockholder of Record — If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the stockholder of record of those shares. ■ Beneficial Owner — If your shares are held in a stock brokerage account, or by a bank, trustee, or other nominee, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares online during the Annual Meeting unless you follow the procedures of your broker, trustee or nominee for obtaining a legal proxy. Your broker, trustee, or nominee is obligated to provide you with a voting instruction card for you to use to vote during the Annual Meeting. How Many Votes Do I Have? You have one vote for each share of our common stock you owned as of the record date for the Annual Meeting.

  145. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | 114 | NRG Energy, Inc. | 2026 Proxy Statement |

  146. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    What are the Recommendations of the Board of Directors? The Board recommends a vote: 1. FOR the election of the director nominees; 2. FOR the approval, on a non-binding advisory basis, of the Say on Pay Proposal; 3. FOR the KPMG Ratification Proposal; 4. FOR the LTIP Proposal; and 5. AGAINST the Special Meeting Proposal. If you grant a proxy and any additional matters are properly presented for a vote at the Annual Meeting, either of the persons named as proxy holders, Lawrence S. Coben or Christine A. Zoino, will have the discretion to vote your shares. How Many Votes Must Be Present to Hold the Annual Meeting? We will have a quorum, and will be able to conduct the business of the Annual Meeting, if the holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting are represented in person or by proxy at the Annual Meeting. As of the record date, 214,556,589 shares of our common stock, representing the same number of votes, were outstanding. The presence of the holders of at least 107,278,295 shares of our common stock will be required to establish a quorum. Both abstentions and broker non-votes, if any, are counted as present for determining the presence of a quorum. For more information regarding the treatment of abstentions and broker non-votes, see “What are abstentions and broker non-votes and how are they treated?” What Vote is Required to Approve Each Proposal? 1. Election of Directors — The nominees for election as directors at the Annual Meeting will be elected by a majority of the votes cast at the Annual Meeting. A majority of the votes cast means that the number of shares voted “FOR” the director nominee must exceed the number of votes cast “AGAINST” that director nominee. In a contested election, each director nominee will be elected by the vote of a plurality of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the director nominees who receive the most votes will be elected to fill the available seats on the Board. 2. Say on Pay Proposal — This proposal requires the affirmative vote of the majority in voting power of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. While this is an advisory vote, the Board and the Compensation Committee value the opinions of stockholders and will consider the votes of our stockholders on this advisory vote, among other matters, in making future decisions about executive compensation for our named executive officers. 3. KPMG Ratification Proposal — This proposal requires the affirmative vote of the majority in voting power of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. If the selection of KPMG LLP as our independent registered public accounting firm is not ratified, the Audit Committee will reconsider its selection. LTIP Proposal — This proposal requires the affirmative vote of the majority in voting power of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

  147. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | 115 |

  148. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    Special Meeting Proposal — This stockholder proposal requires the affirmative vote of the majority in voting power of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. What are Abstentions and Broker Non-Votes and How are They Treated? An abstention occurs when a stockholder abstains from voting or does not vote on a proposal. A “broker non-vote” occurs when a broker has not received voting instructions from the beneficial owner and the broker does not have discretionary authority to vote the shares because the proposal is non-routine. Brokers who do not receive instructions from the beneficial owner are entitled to vote on the KPMG Ratification Proposal, but not on the other proposals. Broker non-votes and abstentions, if any, will be treated as follows with respect to votes on each of the proposals:

  149. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | Proposal | Treatment of Abstentions | Treatment of Broker Non-Votes | | 1. Election of Directors | Not considered votes properly cast and therefore will have no effect on this proposal. | No effect on this proposal. | | 2. Say on Pay Proposal | Counted toward the tabulation of votes on this proposal and will have the same effect as a vote AGAINST this proposal. | No effect on this proposal. | | 3. KPMG Ratification Proposal | Counted toward the tabulation of votes on this proposal and will have the same effect as a vote AGAINST this proposal. | Not applicable since brokers have discretionary authority to vote on this proposal. | | 4. LTIP Proposal | Counted toward the tabulation of votes on this proposal and will have the same effect as a vote AGAINST this proposal. | No effect on this proposal. | | 5. Special Meeting Proposal | Counted toward the tabulation of votes on this proposal and will have the same effect as a vote AGAINST this proposal. | No effect on this proposal. |

  150. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    How Do I Vote Before the Annual Meeting? If you hold shares directly as the stockholder of record, you may vote by granting a proxy or, if you hold shares in street name (through a bank, broker, trustee or other nominee), by submitting voting instructions to your bank, broker, trustee, or nominee. You may vote over the Internet, by telephone, by mail if you have a paper copy of the proxy materials, or online during the Annual Meeting. Please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction card included by your bank, broker, trustee, or nominee. ■ Vote by Internet before the Annual Meeting: If you have Internet access, you may submit your proxy from any location in the world 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time on April 29, 2026 by visiting the website provided on the Notice of Internet Availability of Proxy Materials (Notice of Availability) or voting instruction card. If you vote by using the Internet, you do not need to return your proxy card or voting instruction card. ■ Vote by Telephone: You may use any touch-tone telephone to vote your proxy toll-free 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time on April 29, 2026. The telephone number is printed on your proxy card or voting instruction card. If you vote by telephone, you do not need to return your proxy card or voting instruction card. Vote by Mail: If you received or requested a paper copy of the materials, you may submit your proxy by signing your proxy card or, for shares held in street name, the voting instruction card included by your broker,

  151. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | 116 | NRG Energy, Inc. | 2026 Proxy Statement |

  152. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    trustee, or nominee, and mailing it in the enclosed, postage-paid, addressed envelope. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign, but do not provide instructions, your shares will be voted as the Board recommends. Mark, sign, and date your proxy card and return it in the postage-paid envelope provided as soon as possible as it must be received by the Company prior to April 30, 2026, the Annual Meeting date. Vote by Internet during the Annual Meeting: For information on how stockholders can vote during the Annual Meeting, please refer to “How can I vote during the Annual Meeting?” below. May I Change My Vote? You may change your proxy instructions or revoke your proxy at any time prior to the vote at the Annual Meeting. You may accomplish this by: (a) delivering a written notice of revocation bearing a later date than the proxy being revoked, (b) signing and delivering a later dated written proxy relating to the same shares, or (c) attending the Annual Meeting and voting online during the Annual Meeting (attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). How Can I Vote During the Annual Meeting? To participate and vote during the virtual meeting, visit www.virtualshareholdermeeting.com/NRG2026 and enter the 16-digit control number included in your Notice of Internet Availability of proxy materials, proxy card or the instructions that accompany your proxy materials. You may begin to log into the meeting platform beginning at 8:45 a.m. Eastern Time on Thursday, April 30, 2026. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time on Thursday, April 30, 2026. The virtual meeting platform is supported across browsers and devices running the most updated version of applicable software and plug-ins. Participants should plan for sufficient time to log in and ensure they have a strong internet connection and can hear streaming audio prior to the start of the Annual Meeting. If you encounter technical difficulties with the virtual meeting platform on the day of the Annual Meeting, please call the technical support number that will be posted on the Annual Meeting website. Technical support will be available starting at 8:45 a.m. Eastern Time and until the end of the Annual Meeting. What Happens If I Do Not Provide Instructions as to How to Vote? If you sign your proxy card or voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Board. Where Can I Obtain the List of Stockholders Entitled to Vote? The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for 10 days prior to the Annual Meeting for any purpose germane to the Annual Meeting, between the hours of 8:30 a.m. and 5:00 p.m. Eastern Time at our principal executive office at 804 Carnegie Center, Princeton, New Jersey 08540. Please contact our Corporate Secretary if you wish to review the list of stockholders at our principal executive office. How Can I Ask Questions During the Annual Meeting? Only our stockholders as of March 3, 2026 are permitted to ask questions during the Annual Meeting.

  153. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | 117 |

  154. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    If you wish to submit a question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/NRG2026, type your question into the “Ask a Question” field, and click “Submit.” Questions relevant to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Stockholder questions or remarks must be relevant to the agenda items or matters addressed at the Annual Meeting. Each stockholder will be limited to one question. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. Who Pays the Cost of Solicitation of Proxies? We will pay for the cost of preparing, assembling, printing, mailing and distributing these proxy materials. Our directors, officers and employees may solicit proxies or votes in person, by telephone, or by electronic communication. Such individuals will not receive any additional compensation for these solicitation activities. We have retained MacKenzie Partners, Inc. to assist us in soliciting your proxy for an estimated fee of $27,500, plus reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and any other solicitation materials to beneficial owners of our common stock. Who is the Company’s Transfer Agent? Our transfer agent is Computershare. Correspondence concerning stockholder inquiries can be handled by contacting NRG Energy, Inc. c/o Computershare, P.O. Box 43006, Providence, Rhode Island 02940-3006, or by telephone at 866-214-2213. Their website is: http://www.computershare.com. Certificates for transfer and address changes should be sent to: Computershare, P.O. Box 43006, Providence, Rhode Island 02940-3006. Overnight correspondence should be sent to Computershare, 150 Royall St., Suite 101, Canton, Massachusetts 02021. Why Did I Receive a One-Page Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials? Pursuant to rules adopted by the SEC, we are using the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, we are sending a Notice of Availability to our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Availability or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Availability. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings. What is “Householding”? We have adopted a procedure approved by the SEC called “householding.” Under this procedure, multiple stockholders who share the same last name and address and do not participate in electronic delivery will receive only one copy of the proxy materials or the Notice of Availability. We have undertaken householding to reduce our printing costs and postage fees. Stockholders may elect to receive individual copies of the proxy materials or Notice of Availability at the same address by contacting Broadridge Financial Solutions, Inc. by telephone at 1-866-540-7095, by mail at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by e-mail at sendmaterial@proxyvote.com. Stockholders

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    | 118 | NRG Energy, Inc. | 2026 Proxy Statement |

  156. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    who are receiving individual copies of such materials and who would like to receive single copies at a shared address may contact Broadridge Financial Solutions, Inc. with this request by using the contact information provided above. How Can I Request Additional Materials? Stockholders may request additional copies of the proxy materials or Notice of Availability by contacting Broadridge Financial Solutions, Inc. by telephone at 1-800-579-1639 or by e-mail at sendmaterial@proxyvote.com. Whom Should I Call if I Have Questions About the Annual Meeting? If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor: MacKenzie Partners, Inc. 7 Penn Plaza, 5th Floor New York, New York 10001 Toll Free: (800) 322-2885 Collect: (212) 929-5500 Fax: (646) 439-9201 Email: proxy@mackenziepartners.com

  157. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | 119 |

  158. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | Stockholder Proposals and Director Nominations for the 2027 Annual Meeting of Stockholders |

  159. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    All proposals discussed below must be sent via registered, certified, or express mail to the Corporate Secretary, NRG Energy, Inc., 804 Carnegie Center, Princeton, New Jersey 08540. Proposals must contain the information required under our By-laws, as applicable, a copy of which is available upon request to our Corporate Secretary, and also must comply with the SEC’s regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials, as applicable. Stockholder Proposals for Inclusion in the Proxy Materials for the 2027 Annual Meeting of Stockholders In order for a stockholder proposal to be considered for inclusion in our proxy materials for the 2027 Annual Meeting of Stockholders (2027 Annual Meeting), our Corporate Secretary must receive the proposal no later than the close of business on November 18, 2026, the 120th day prior to the first anniversary of the date on which this Proxy Statement was first released to our stockholders in connection with this year’s Annual Meeting. If we change the date of the 2027 Annual Meeting by more than 30 days from the anniversary of this year’s Annual Meeting, stockholder proposals must be received a reasonable time before we begin to print and mail the proxy materials for the 2027 Annual Meeting in order to be considered for inclusion in the proxy materials. The submission of a stockholder proposal does not guarantee that it will be included in the Company’s proxy statement. Director Nominees for Inclusion in the Proxy Materials for the 2027 Annual Meeting of Stockholders (Proxy Access) Eligible stockholders who do not seek to use the advance notice provisions for nomination of directors in Article II, Section 11 of our By-laws as described below, but who instead intend to nominate a person for election as director under the proxy access provision in our By-laws for inclusion in our proxy materials for the 2027 Annual Meeting, must comply with the requirements set forth in Article II, Section 15 of our By-laws and summarized below: ■ Stockholder Eligibility to Submit Nominees: A stockholder, or group of up to 20 stockholders, continuously owning at least 3% of our outstanding common stock for a period of at least three years prior to the date of the nomination may submit director nominations for inclusion in our proxy materials for the 2027 Annual Meeting. ■ Number of Nominees: An eligible stockholder or group of stockholders (as described above) may nominate directors constituting up to 20% of the Board. ■ Deadline: For the 2027 Annual Meeting, our Corporate Secretary must receive the nomination between October 19, 2026 and November 18, 2026. If the 2027 Annual Meeting is held earlier than March 31, 2027 or later than May 30, 2027, the nomination must be received by the later of the close of business on (a) the date that is 150 days prior to such annual meeting or (b) the 10th day following the announcement of the date of such annual meeting. Nomination Information: The nomination must contain the information required by Article II, Section 15 of the By-laws, a copy of which is available upon request to our Corporate Secretary.

  160. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | 120 | NRG Energy, Inc. | 2026 Proxy Statement |

  161. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    If the stockholder does not meet the applicable deadlines or comply with the requirements of Article II, Section 15 of our By-laws, we may omit the nomination from our proxy materials for the 2027 Annual Meeting. Director Nominees for Inclusion in the Proxy Materials for the 2027 Annual Meeting of Stockholders (Universal Proxy Card) In addition to complying with the advance notice provisions set forth below, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees (other than nominees of the Board) for the 2027 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act and postmarked or transmitted electronically no later than March 1, 2027. If the 2027 Annual Meeting is held earlier than March 31, 2027 or later than May 30, 2027 then notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the 2027 Annual Meeting is first made by us. Stockholder Proposals and Business to be Brought Before the 2027 Annual Meeting of Stockholders (Without Being Included in the Proxy Materials) Stockholders intending to present a proposal or nominate a director for election at the 2027 Annual Meeting without having the proposal or nomination included in our proxy materials must comply with the requirements set forth in our By-laws and summarized below. Our By-laws require, among other things, that our Corporate Secretary receive the proposal or nomination no earlier than the close of business on the 120th day, and no later than the close of business on the 90th day, prior to the first anniversary of this year’s Annual Meeting, unless the 2027 Annual Meeting is more than 30 days before or more than 70 days after such anniversary date. For our 2027 Annual Meeting, our Corporate Secretary must receive the proposal or nomination between December 31, 2026 and January 30, 2027. If the 2027 Annual Meeting is held earlier than March 31, 2027 or later than July 9, 2027, the proposal or nomination should be received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (a) the 90th day prior to the date of the 2027 Annual Meeting or (b) the 10th day following the day on which the date of the 2027 Annual Meeting is first publicly announced by the Company. The proposal or nomination must contain the information required by Article II, Section 11 of the By-laws, a copy of which is available upon request to our Corporate Secretary. If the stockholder does not meet the applicable deadlines or comply with the requirements of SEC Rule 14a-4, we may exercise discretionary voting authority under proxies we solicit to vote, in accordance with our best judgment, on any such proposal. Stockholder Recommendations for Director Candidates The Governance and Nominating Committee will also consider nominations by stockholders who recommend candidates for election to the Board substantially the same basis as any other candidate, in the manner described under “Director Nominee Selection Process” above. A stockholder seeking to recommend a prospective candidate for the Committee’s consideration may do so by writing to the Corporate Secretary, NRG Energy, Inc., 804 Carnegie Center, Princeton, New Jersey 08540 and by following the requirements to submit nominees discussed under “Stockholder Proposals and Business to be Brought Before the 2027 Annual Meeting of Stockholders (Without Being Included in the Proxy Materials).”

  162. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | 121 |

  163. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | Appendix A |

  164. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    NRG Energy, Inc. 2026 Long-Term Incentive Plan 1. Purpose. This plan shall be known as the NRG Energy, Inc. 2026 Long-Term Incentive Plan (the “Plan”). The purpose of the Plan shall be to promote the long- term growth and profitability of NRG Energy, Inc., a Delaware corporation (the “Company”), and its Subsidiaries by (i) providing certain directors, officers and employees of, and certain other individuals who perform services for, or to whom an offer of employment has been extended by, the Company and its Subsidiaries with incentives to maximize shareholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of responsibility. Grants of Incentive Stock Options or Non-qualified Stock Options, stock appreciation rights (“SARs”), either alone or in tandem with options, restricted stock, restricted stock units, performance awards, deferred stock units or any individual grant or combination of the foregoing may be made under the Plan. 2. Definitions. (a) “Awards” means grants of Incentive Stock Options or Non-qualified Stock Options, SARs, either alone or in tandem with options, restricted stock, restricted stock units, performance awards, deferred stock units or any individual grant or combination of the foregoing made under the Plan. (b) “Annual Fee” shall mean the cash portion of any annual fee to which a non-employee director is entitled under the Company’s director compensation policy, as may be amended from time to time. (c) “Board” means the board of directors of the Company. (d) “Cause” unless otherwise defined in a Participant’s Grant Agreement or in a Participant’s written employment arrangements with the Company or any of its Subsidiaries in effect on the date of grant (as amended from time to time thereafter), means the occurrence of one or more of the following events: (i) Conviction of, or agreement to a plea of nolo contendere to, a felony, or any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or (ii) Conduct that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or (iii) Willful refusal to perform or substantial disregard of duties properly assigned, as determined by the Company; or (iv) Breach of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary; or (v) Violation of the Company’s code of conduct. The definition of Cause set forth in a Participant’s Grant Agreement shall control if such definition is different from the definition of Cause set forth in a Participant’s written employment arrangements with the Company or any of its Subsidiaries.

  165. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | A-1 |

  166. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    (e) “Change in Control” unless otherwise defined in a Participant’s Grant Agreement, means the occurrence of one of the following events: (i) Any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act or any successors thereto) becomes the “beneficial owner” (as that term is used in Section 13(d) of the Exchange Act or any successor thereto), directly or indirectly, of 50% or more of the Company’s capital stock entitled to vote in the election of directors, excluding any “person” who becomes a “beneficial owner” in connection with a Business Combination (as defined in paragraph (iii) below) which does not constitute a Change in Control under said paragraph (iii); or (ii) Persons who on the Effective Date constitute the Board (the “Incumbent Directors”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority thereof; provided that, any person becoming a director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors; but provided further that, any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or (iv) The shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company. (f) “Code” means the Internal Revenue Code of 1986, as amended. (g) “Committee” means the Compensation Committee of the Board or such other committee which shall consist solely of two or more members of the Board, each of whom is (i) a non-employee director under Rule 16b-3 of the Exchange Act and (ii) an “independent director” under the rules of any national securities exchange on which the Common Stock is listed for trading; provided that, if for any reason the Committee shall not have been appointed by the Board to administer the Plan, all authority and duties of the Committee under the Plan shall be vested in and exercised by the Board, and the term “Committee” shall be deemed to mean the Board for all purposes herein. (h) “Common Stock” means the Common Stock, par value $0.01 per share, of the Company, and any other shares into which such stock may be changed by reason of a recapitalization, reorganization, merger, consolidation or any other change in the corporate structure or capital stock of the Company.

  167. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | A-2 | NRG Energy, Inc. | 2026 Proxy Statement |

  168. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    (i) “Disability” unless otherwise defined in a Participant’s Grant Agreement, means a disability that would entitle an eligible Participant to payment of monthly disability payments under any Company long-term disability plan or as otherwise determined by the Committee. (j) “Effective Date” means the date this Plan is approved by the Company’s stockholders. (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (l) “Fair Market Value” of a share of Common Stock of the Company means, unless otherwise specified in a Participant’s Grant Agreement and in accordance with all applicable laws, rules, regulations, standards and the intent of this Plan, as of the date in question, the officially-quoted closing selling price of the stock (or if no selling price is quoted, the bid price) on the principal securities exchange on which the Common Stock is then listed for trading (including for this purpose the Nasdaq National Market) (the “Market”) for the applicable trading day (or if there no closing price on such day because the Market is not open on such day, the last preceding day on which the Market was open) or, if the Common Stock is not then listed or quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board and, in the case of an Incentive Stock Option, in accordance with Section 422 of the Code; provided, however, that when shares received upon exercise of an option are immediately sold in the open market, the net sale price received may be used to determine the Fair Market Value of any shares used to pay the exercise price or applicable withholding taxes and to compute the withholding taxes. (m) “Family Member” has the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. (n) “Grant Agreement” means the written (whether in print or electronic form) agreement that each Participant to whom an Award is made under the Plan is required to enter into with the Company containing the terms and conditions of such grant as are determined by the Committee and consistent with the Plan. (o) “Incentive Stock Option” means an option conforming to the requirements of Section 422 of the Code and any successor thereto. (p) “Non-qualified Stock Option” means any stock option other than an Incentive Stock Option. (q) “Participant” means any director, officer or employee of, or other individual performing services for, or to whom an offer of employment has been extended by, the Company or any Subsidiary who has been selected by the Committee to participate in the Plan (including a Participant located outside the United States). (r) “Prior Plans” means the NRG Energy, Inc. Amended and Restated Long-Term Incentive Plan, as amended and restated on July 25, 2024, and the NRG Energy, Inc. 2020 Omnibus Incentive Plan (Legacy Vivint). (s) “Qualifying Termination” means, if such event occurs within the time period that is six (6) months immediately prior to, or twenty-four (24) months immediately following, a Change in Control, an involuntary termination of the Participant’s employment by the Company for reasons other than Cause, death or Disability. (t) “Reprice” means any transaction performed with the intent or effect of: (i) reducing the exercise price of any outstanding option; (ii) cancelling or exchanging outstanding options in exchange for cash, other Awards or replacement options, including through a tender offer process, with exercise prices that are less than the exercise price of the cancelled or exchanged options; or (iii) any similar share exchange transaction involving outstanding Awards.

  169. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | A-3 |

  170. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    (u) “Retirement” (i) for any non-director, unless otherwise determined by the Committee, means (A) termination of service as a non-director after at least 10 years of service by such non-director and (B) attaining at least 55 years of age, and (ii) for any director, unless otherwise determined by the Committee, means termination of service as a director after at least five years of Board service by such director. (v) “Subsidiary” means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company. 3. Administration. The Plan shall be administered by the Committee. In no event, however, shall the Committee modify the distribution terms in any Award or Grant Agreement that has a feature for the deferral of compensation if such modification would result in taxes, additional interest and/or penalties pursuant to Code Section 409A. Subject to the provisions of the Plan, the Committee shall be authorized to (i) select persons to participate in the Plan, (ii) determine the form and substance of grants made under the Plan to each Participant, and the conditions and restrictions, if any, subject to which such grants will be made, (iii) determine the form and substance of the Grant Agreements reflecting the terms and conditions of each grant made under the Plan, (iv) certify that the conditions and restrictions applicable to any grant have been met, (v) modify the terms of grants made under the Plan, (vi) interpret the Plan and Grant Agreements entered into under the Plan, (vii) determine the duration and purposes for leaves of absence which may be granted to a Participant on an individual basis without constituting a termination of employment or services for purposes of the Plan, (viii) make any adjustments necessary or desirable in connection with grants made under the Plan to eligible Participants located outside the United States, (ix) adopt, amend, or rescind rules and regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Grant Agreement, in the manner and to the extent it shall deem necessary or advisable, including so that the Plan and the operation of the Plan complies with Rule 16b-3 under the Exchange Act, the Code to the extent applicable and other applicable law and make such other determinations for carrying out the Plan as it may deem appropriate, and (x) exercise such powers and perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan. Notwithstanding the foregoing, the Committee shall not take any of the following actions without shareholder approval, except as provided in Section 17: (i) reduce the exercise price following the grant of an option or SAR; (ii) exchange an option or SAR which has an exercise price that is greater than the Fair Market Value of a Share for cash or Shares or (iii) cancel an option or SAR in exchange for a replacement option or another Award with a lower exercise price. Decisions of the Committee on all matters relating to the Plan, any Award granted under the Plan and any Grant Agreement shall be in the Committee’s sole discretion and shall be conclusive and binding on the Company, all Participants and all other parties, unless an arbitration or other provision is expressly provided in a Participant’s Grant Agreement. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. No member of the Committee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under the Plan, except for such person’s own willful misconduct or as expressly provided by statute. The expenses of the Plan shall be borne by the Company. The Plan shall not be required to establish any special or separate fund or make any other segregation of assets to assume the payment of any Award under the Plan, and rights to the payment of such Awards shall be no greater than the rights of the Company’s general creditors.

  171. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | A-4 | NRG Energy, Inc. | 2026 Proxy Statement |

  172. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    4. Shares Available for the Plan. Subject to adjustments as provided in Section 17, an aggregate of 5,000,000 shares of Common Stock (the “Shares”), less the number of Shares underlying awards granted under the Prior Plans on and after March 3, 2026 through the Effective Date, may be issued pursuant to the Plan. Such Shares may be in whole or in part authorized and unissued or held by the Company as treasury shares. If any grant under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited as to any Shares, then such unpurchased or forfeited Shares shall thereafter be available for further grants under the Plan. Notwithstanding the foregoing, the following Shares shall not be available for further grants under the Plan (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of a stock option or SAR or to satisfy any tax withholding obligation with respect to an Award, (ii) Shares repurchased by the Company using proceeds from the exercise of a stock option, or (iii) Shares reserved for issuance upon the grant of a SAR that exceed the number of Shares actually issued upon exercise. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. The maximum number of shares with respect to which Incentive Stock Options may be granted shall be 1,500,000. Shares issued under Awards granted in assumption, substitution or exchange for previously granted awards of a company acquired by the Company (“Substitute Awards”) shall not reduce Shares available under Plan. Available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect such acquisition) may be used for Awards under this Plan and shall not reduce the number of Shares available under this Plan, except as required by the rules of any applicable stock exchange. Without limiting the generality of the foregoing provisions of this Section 4 or the generality of the provisions of Sections 3, 6, 7, 8, 9, 10, or 19 or any other section of this Plan, the Committee may, at any time or from time to time, and on such terms and conditions (that are consistent with and not in contravention of the other provisions of this Plan) as the Committee may determine, enter into Grant Agreements (or take other actions with respect to the Awards) for new Awards containing terms (including, without limitation, exercise prices) more (or less) favorable than the then- outstanding Awards. 5. Participation and Per Person Award Limitations. Participation in the Plan shall be limited to the Participants. Nothing in the Plan or in any Grant Agreement shall confer any right on a Participant to continue in the employ of the Company or any Subsidiary as a director, officer or employee of or in the performance of services for the Company or shall interfere in any way with the right of the Company to terminate the employment or performance of services or to reduce the compensation or responsibilities of a Participant at any time. By accepting any Award under the Plan, each Participant and each person claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee. Awards may be granted to such persons and for such number of Shares as the Committee shall determine, subject to the limitations contained herein (such individuals to whom grants are made being sometimes herein called “optionees” or “grantees,” as the case may be). Determinations made by the Committee under the Plan need not be uniform and may be made selectively among eligible individuals under the Plan, whether or not such individuals are similarly situated. A grant of any type made hereunder in any one year to an eligible Participant shall neither guarantee nor preclude a further grant of that or any other type to such Participant in that year or subsequent years. In any one calendar year, the Committee shall not grant to any one director Awards with a value in excess of $1,000,000.

  173. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | A-5 |

  174. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    6. Incentive and Non-qualified Options. The Committee may from time to time grant to eligible Participants Incentive Stock Options, Non-qualified Stock Options, or any combination thereof; provided that, the Committee may grant Incentive Stock Options only to eligible employees of the Company or its Subsidiaries (as defined for this purpose in Section 424(f) of the Code or any successor thereto). The options granted under the Plan shall be evidenced by a Grant Agreement and shall take such form as the Committee shall determine, subject to the terms and conditions of the Plan. It is the Company’s intent that Non-qualified Stock Options granted under the Plan not be classified as Incentive Stock Options, that Incentive Stock Options be consistent with and contain or be deemed to contain all provisions required under Section 422 of the Code and any successor thereto, and that any ambiguities in construction be interpreted in order to effectuate such intent. If an Incentive Stock Option granted under the Plan does not qualify as such for any reason, then to the extent of such non-qualification, the stock option represented thereby shall be regarded as a Non-qualified Stock Option duly granted under the Plan; provided that, such stock option otherwise meets the Plan’s requirements for Non- qualified Stock Options. (a) Price. The price per Share deliverable upon the exercise of each option (the “exercise price”) shall be established by the Committee, except that in the case of the grant of any option, the exercise price may not be less than 100% of the Fair Market Value of a share of Common Stock as of the date of grant of the option except for Substitute Awards, which shall have the exercise price as determined by the Committee provided that such exercise price does not cause the Substitute Award to become subject to Code Section 409A and the Committee takes into consideration any third-party voting guidelines. In the case of the grant of any Incentive Stock Option to an employee who, at the time of the grant, owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the exercise price may not be less than 110% of the Fair Market Value of a share of Common Stock as of the date of grant of the option, in each case unless otherwise permitted by Section 422 of the Code or any successor thereto. (b) Payment. Options may be exercised, in whole or in part, upon payment of the exercise price of the Shares to be acquired. Unless otherwise determined by the Committee, payment shall be made (i) in cash (including check, bank draft, money order or wire transfer of immediately available funds), (ii) by delivery of outstanding shares of Common Stock with a Fair Market Value on the date of exercise equal to the aggregate exercise price payable with respect to the options’ exercise, (iii) by means of any cashless exercise procedures approved by the Committee and as may be in effect on the date of exercise, (iv) by withholding shares of Common Stock otherwise deliverable upon exercise of the Option having a Fair Market Value equal to the exercise price or (v) by any combination of the foregoing. In the event a grantee is permitted to, and elects to pay the exercise price payable with respect to an option pursuant to clause (ii) above, (A) only a whole number of share(s) of Common Stock (and not fractional shares of Common Stock) may be tendered in payment, (B) such grantee must present evidence acceptable to the Company that he or she has owned any such shares of Common Stock tendered in payment of the exercise price (and that such tendered shares of Common Stock have not been subject to any substantial risk of forfeiture) for at least six months prior to the date of exercise or such longer period as determined from time to time by the Committee, and (C) Common Stock must be delivered to the Company. Delivery for this purpose may, at the election of the grantee, be made either by (A) physical delivery of the certificate(s) for all such shares of Common Stock tendered in payment of the exercise price, accompanied by duly executed instruments of transfer in a form acceptable to the Company, (B) direction to the grantee’s broker to transfer, by book entry, such shares of Common Stock from a brokerage account of the grantee to a brokerage account specified by the Company, or (C) the attestation of the grantee’s shares of Common Stock. When payment of the exercise price is made by delivery of Common Stock, the difference, if any, between the aggregate exercise price payable with respect to the option being exercised and the Fair Market Value of the

  175. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | A-6 | NRG Energy, Inc. | 2026 Proxy Statement |

  176. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    shares of Common Stock tendered in payment (plus any applicable taxes) shall be paid in cash. No grantee may tender shares of Common Stock having a Fair Market Value exceeding the aggregate exercise price payable with respect to the option being exercised (plus any applicable taxes). (c) Terms of Options. The term during which each option may be exercised shall be determined by the Committee, but if required by the Code, no option shall be exercisable in whole or in part more than ten years from the date it is granted, and no Incentive Stock Option granted to an employee who at the time of the grant owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries shall be exercisable more than five years from the date it is granted. All rights to purchase Shares pursuant to an option shall, unless sooner terminated, expire on the date designated by the Committee. The Committee shall determine the date on which each option shall become exercisable and may provide that an option shall become exercisable in installments. The Committee may provide that upon the last day of the term of an Option whose exercise price is less than the fair market value of the underlying Share on such date, such Option may be automatically exercised and the Participant shall receive a number of Shares equal in value to the excess of the fair market value of a Share over the exercise price of such Option, less any applicable withholding taxes. The Shares constituting each installment may be purchased in whole or in part at any time after such installment becomes exercisable, subject to such minimum exercise requirements as may be designated by the Committee. Prior to the exercise of an option and delivery of the Shares represented thereby, the optionee shall have no rights as a shareholder with respect to any Shares covered by such outstanding option (including any dividend or voting rights). If an Option (other than an Incentive Stock Option) expires on a day that the Participant cannot exercise the Option because such an exercise would violate an applicable federal, state, local, or foreign law, the expiration date shall be tolled, at the discretion of the Committee, to the date no later than 30 days after the date the exercise of such Option would no longer violate an applicable Federal, state, local, and foreign laws, to the extent allowed under Code Section 409A. (d) Limitations on Grants. If required by the Code, the aggregate Fair Market Value (determined as of the grant date) of Shares for which an Incentive Stock Option is exercisable for the first time during any calendar year under all equity incentive plans of the Company and its Subsidiaries (as defined in Section 422 of the Code or any successor thereto) may not exceed $100,000. (e) Termination; Forfeiture. (i) Death. Unless otherwise provided in a Participant’s Grant Agreement, if a Participant ceases to be a director, officer or employee of, or to perform other services for, the Company or any Subsidiary due to his or her death, all of the Participant’s Awards shall become fully vested and all of the Participant’s options shall become exercisable and shall remain so for a period of one year from the date of such death, but in no event after the expiration date of the options. (ii) Disability. Unless otherwise provided in a Participant’s Grant Agreement, if a Participant ceases to be a director, officer or employee of, or to perform other services for, the Company or any Subsidiary due to Disability, (A) all of the Participant’s options that were exercisable on the date of Disability shall remain exercisable for, and shall otherwise terminate and thereafter be forfeited at the end of, a period of one year after the date of Disability, but in no event after the expiration date of the options, and (B) all of the Participant’s Awards that were not fully vested (or, with respect to the Participant’s options, exercisable) on the date of Disability shall be forfeited immediately upon such Disability; provided, however, that such Awards may become fully or partially vested (and, with respect to the Participant’s options, exercisable) in the discretion of the Committee. Notwithstanding the foregoing, if the Disability giving rise to the termination of employment is not within the meaning of Section 22(e)(3) of the Code or any successor thereto, Incentive Stock Options not exercised by such Participant within 90 days after the date of termination of employment will cease to qualify as Incentive Stock Options and will be treated as Non-qualified Stock Options under the Plan if required to be so treated under the Code.

  177. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | A-7 |

  178. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    (iii) Retirement. Unless otherwise provided in a Participant’s Grant Agreement, if a Participant ceases to be an officer or employee of, or to perform other services for, the Company or any Subsidiary upon the occurrence of his or her Retirement, (A) all of the Participant’s options that were exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and thereafter be forfeited at the end of, a period of two years after the date of Retirement, but in no event after the expiration date of the options, and (B) all of the Participant’s Awards that were not fully vested (or, with respect to the Participant’s options, exercisable) on the date of Retirement shall be forfeited immediately upon such Retirement; provided, however, that such Awards may become fully or partially vested (and, with respect to the Participant’s options, exercisable) in the discretion of the Committee. Notwithstanding the foregoing, Incentive Stock Options not exercised by such Participant within 90 days after Retirement will cease to qualify as Incentive Stock Options and will be treated as Non-qualified Stock Options under the Plan if required to be so treated under the Code. Unless otherwise provided in a Participant’s Grant Agreement, if a Participant ceases to be a director of the Company or any Subsidiary upon the occurrence of his or her Retirement, all of the Participant’s Awards shall become fully vested and all of the Participant’s options shall become exercisable and shall remain so for a period of two years after the date of Retirement, but in no event after the expiration date of the options. (iv) Discharge for Cause. Unless otherwise provided in a Participant’s Grant Agreement, if a Participant ceases to be a director, officer or employee of, or to perform other services for, the Company or a Subsidiary due to Cause, or if a Participant does not become a director, officer or employee of, or does not begin performing other services for, the Company or a Subsidiary for any reason, all of the Participant’s Awards shall be forfeited immediately and all of the Participant’s options shall expire and be forfeited immediately, whether or not then exercisable, upon such cessation or non-commencement. (v) Other Termination. If a Participant ceases to be a director, officer or employee of, or to otherwise perform services for, the Company or a Subsidiary for any reason other than death, Disability, Retirement or Cause (each such termination referred to as an “Other Termination”), (A) all of the Participant’s options that were exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate and thereafter be forfeited at the end of, a period of 90 days after the date of such cessation, but in no event after the expiration date of the options, and (B) all of the Participant’s Awards that were not fully vested (or, with respect to the Participant’s options, exercisable) on the date of such cessation shall be forfeited immediately upon such cessation. For the avoidance of doubt, an Other Termination with recall rights shall be considered an Other Termination to which this Section 6(e)(v) applies. 7. Stock Appreciation Rights. The Committee shall have the authority to grant SARs under this Plan, either alone or to any optionee in tandem with options (either at the time of grant of the related option or thereafter by amendment to an outstanding option). SARs shall be subject to such terms and conditions as the Committee may specify. The exercise price of an SAR must equal or exceed the Fair Market Value of a share of Common Stock on the date of grant of the SAR except for Substitute Awards, which shall have the exercise price as determined by the Committee provided that such exercise price does not cause the Substitute Award to become subject to Code Section 409A and the Committee takes into consideration any third-party voting guidelines. Prior to the exercise of the SAR and delivery of the Shares represented thereby, the Participant shall have no rights as a shareholder with respect to Shares covered by such outstanding SAR (including any dividend or voting rights). SARs granted in tandem with options shall be exercisable only when, to the extent and on the conditions that any related option is exercisable. The exercise of an option shall result in an immediate forfeiture of any

  179. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | A-8 | NRG Energy, Inc. | 2026 Proxy Statement |

  180. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    related SAR to the extent the option is exercised, and the exercise of an SAR shall cause an immediate forfeiture of any related option to the extent the SAR is exercised. Upon the exercise of an SAR, the Participant shall be entitled to a distribution from the Company in an amount equal to the difference between the Fair Market Value of a share of Common Stock on the date of exercise and the exercise price of the SAR or, in the case of SARs granted in tandem with options, any option to which the SAR is related, multiplied by the number of Shares as to which the SAR is exercised. Such distribution shall be in cash and/or Shares having a Fair Market Value equal to such amount, or any combination thereof as chosen by the Committee. All SARs will be exercised automatically on the last day prior to the expiration date of the SAR or, in the case of SARs granted in tandem with options, any related option, so long as the Fair Market Value of a share of Common Stock on that date exceeds the exercise price of the SAR or any related option, as applicable. An SAR granted in tandem with options shall expire at the same time as any related option expires and shall be transferable only when, and under the same conditions as, any related option is transferable. Unless otherwise determined by a Participant’s Grant Agreement, each SAR shall be subject to the termination and forfeiture provisions as set forth in Section 6(e). 8. Restricted Stock; Restricted Stock Units. The Committee may at any time and from time to time grant Shares of restricted stock or restricted stock units under the Plan to such Participants and in such amounts as it determines. Each restricted stock unit shall be equivalent in value to one share of Common Stock and shall entitle the Participant to receive from the Company at the end of the vesting period (the “Vesting Period”) applicable to such unit the Fair Market Value of one share of Common Stock, unless the Participant has elected at a time that complies with Code Section 409A to defer the receipt of shares of Common Stock. Each grant of restricted stock units or Shares of restricted stock shall be evidenced by a Grant Agreement which shall specify the applicable restrictions on such units or Shares, the duration of such restrictions, and the time or times at which such restrictions shall lapse with respect to all or a specified number of units or Shares that are part of the grant; provided, however, except for maximum aggregate Awards of restricted stock or restricted stock units of 5% of the aggregate Shares authorized by Section 4, if the vesting condition for any Award, other than an Incentive Stock Option or Non-qualified Stock Option, that is settled in Common Stock (including Awards of restricted stock and restricted stock units)(a “Full Value Award”), relates (x) exclusively to the passage of time and continued employment, such time period shall not be less than 12 months from the date of the Award, subject to Section 6(e) and (y) to the attainment of specified performance goals, such Full Value Award shall vest over a performance period of not less than one (1) year. Except for maximum aggregate Awards of restricted stock or restricted stock units of 5% of the aggregate Shares authorized by Section 4, the Committee shall not waive or modify any vesting condition for a Full Value Award after such vesting condition has been established with respect to such Award. Except as otherwise provided in any Grant Agreement, the Participant will be required to pay the Company the aggregate par value of any Shares of restricted stock within ten days of the date of grant, unless such Shares of restricted stock are treasury shares. Unless otherwise determined by the Committee, certificates representing Shares of restricted stock granted under the Plan will be held in escrow by the Company on the Participant’s behalf during any period of restriction thereon and will bear an appropriate legend specifying the applicable restrictions thereon, and the Participant will be required to execute a blank stock power therefor. Restricted stock units may be granted without payment of cash or consideration to the Company. Except as otherwise provided in any Grant Agreement, on the date the restricted stock units become fully vested and nonforfeitable, the Participant shall receive, upon payment by the Participant to the Company of the

  181. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | A-9 |

  182. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    aggregate par value of the shares of Common Stock underlying each fully vested restricted stock unit, stock certificates evidencing the conversion of restricted stock units into shares of Common Stock. Except as otherwise provided in any Grant Agreement, with respect to Shares of restricted stock, during such period of restriction the Participant shall have all of the rights of a holder of Common Stock, including but not limited to the rights to dividends or distributions and to vote; provided, however, that any such dividends or distributions shall be subject to the same restrictions as then in effect for the Shares of restricted stock and shall be accumulated and paid at the time, and only to the extent that, the underlying Shares of restricted stock vest or the restrictions on the underlying Shares of restricted stock lapse. Accordingly, the right to receive such dividends and distributions shall be forfeited or cancelled to the extent that the underlying Shares of restricted stock do not vest, are forfeited or otherwise cancelled. Except as otherwise provided in any Grant Agreement, with respect to the restricted stock units, during such period of restriction the Participant shall not have any rights as a shareholder of the Company; provided that, unless otherwise provided in a Participant’s Grant Agreement, the Participant shall have the right to receive accumulated dividends or distributions with respect to the corresponding number of shares of Common Stock underlying each restricted stock unit at the end of the Vesting Period, unless such restricted stock units are converted into deferred stock units, in which case such accumulated dividends or distributions shall be paid by the Company to the Participant at such time as the deferred stock units are converted into shares of Common Stock. For the avoidance of doubt, accumulated dividends or distributions with respect to restricted stock units shall correspond only to the number of restricted stock units that become vested and not any restricted stock units that are forfeited or cancelled or do not otherwise vest. Unless otherwise provided in a Participant’s Grant Agreement, each unit or Share of restricted stock shall be subject to the termination and forfeiture provisions as set forth in Section 6(e). 9. Performance Awards. Performance awards may be granted to Participants at any time and from time to time as determined by the Committee. The Committee shall determine the size and composition of performance awards granted to a Participant and the appropriate period over which performance is to be measured (a “Performance Cycle”). Performance awards may include (i) specific dollar-value target awards (ii) performance units, the value of each such unit being determined by the Committee at the time of issuance, and/or (iii) performance Shares, the value of each such Share being equal to the Fair Market Value of a share of Common Stock. The value of each performance award may be fixed or it may be permitted to fluctuate based on a performance factor (e.g., return on equity) selected by the Committee. Performance goals can include one or more of the following: return on equity; earnings per share; return on gross or net assets; return on gross or net revenue; pre- or after-tax net income; earnings before interest, taxes, depreciation and amortization; operating income; revenue growth; consolidated pre-tax earnings; net or gross revenues; net earnings; earnings before interest and taxes; cash flow; earnings per share; fleet in-market availability; safety criteria; environmental criteria; revenue growth; cash flow from operations; diluted or basic; return on sales; earnings per share from continuing operations, diluted or basic; earnings from continuing operations; net asset turnover; capital expenditures; income before income taxes; gross or operating margin; return on total assets; return on invested capital; return on investment; return on revenue; market share; economic value added; cost of capital; expense reduction levels; stock price; productivity; customer satisfaction; employee satisfaction; and total shareholder return for the applicable Performance Period, all as computed in accordance with Generally Accepted Accounting Principles (if relevant) as in effect from time to time and as applied by the Company in the preparation of its financial statements and subject to such other special rules and conditions as the Compensation Committee may establish. These performance factors may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices) and may be expressed in terms of a progression within a specified range. The foregoing criteria shall have any

  183. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | A-10 | NRG Energy, Inc. | 2026 Proxy Statement |

  184. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    reasonable definitions that the Committee may specify, which may include or exclude any or all of the following items, as the Committee may specify: extraordinary, unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities (e.g., effect on earnings per share of issuing convertible debt securities); expenses for restructuring, productivity initiatives or new business initiatives; non-operating items; acquisition expenses; and effects of divestitures. The Committee shall establish performance goals and objectives for each Performance Cycle on the basis of such criteria and objectives as the Committee may select from time to time, including, without limitation, the performance of the Participant, the Company, one or more of its Subsidiaries or divisions or any combination of the foregoing. During any Performance Cycle, the Committee shall have the authority to adjust the performance goals and objectives for such cycle for such reasons as it deems equitable. The Committee shall determine the portion of each performance award that is earned by a Participant on the basis of the Company’s performance over the Performance Cycle in relation to the performance goals for such cycle. Unless otherwise provided in a Participant’s Grant Agreement, a Participant must be a director, officer or employee of, or otherwise perform services for, the Company or its Subsidiaries at the end of the Performance Cycle in order to be entitled to payment of a performance award issued in respect of such cycle; provided, however, unless otherwise provided in a Participant’s Grant Agreement, each performance award shall be subject to the termination and forfeiture provisions as set forth in Section 6(e). Unless otherwise provided in a Participant’s Grant Agreement, if there is a Change in Control of the Company, the Committee shall determine the level at which a Participant’s performance awards shall become vested upon such Change in Control. 10. Deferred Stock Units. Deferred stock units (A) may be granted to Participants at any time and from time to time as determined by the Committee, and (B) shall be issued to Participants who elected prior to the date the restricted stock units were granted to defer delivery of shares of Common Stock that would otherwise be due by virtue of the lapse or waiver of the vesting requirements of their restricted stock units. For the avoidance of doubt, all elections with respect to deferred stock units shall be made in accordance with the election and distribution timing rules in Code Section 409A. Except as otherwise provided in any Grant Agreement, deferred stock units shall be granted without payment of cash or other consideration to the Company but in consideration of services performed for or for the benefit of the Company or any Subsidiary by such Participant. Payment of the value of deferred stock units shall be made by the Company in shares of Common Stock; provided that, the Participant shall receive a number of shares of Common Stock equal to the number of matured or earned deferred stock units. Upon payment in respect of a deferred stock unit, such unit shall be terminated and thereafter forfeited. A Participant who is a non-employee director may elect to defer payment of all or a portion of the Annual Fee otherwise payable to him or her for services to be rendered by any percentage of his or her Annual Fee (subject to such limits and restrictions as may be established from time to time by the Committee). Such amounts shall be converted to deferred stock units and subject to the terms of this Plan. In addition, a Participant who is a non-employee director may elect to defer the receipt of any deferred stock units payable to him or her under this Plan (subject to such limits and restrictions as may be established from time to time by the Committee). Payments in respect of deferred stock units shall be made only at the end of the deferral period applicable to such units, the duration of which deferral period shall be determined by the Committee at the time of grant of such deferred stock units and set forth in the applicable Grant Agreement (or by the Participant in

  185. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | A-11 |

  186. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    the case of an election to defer the receipt of Common Stock beyond the Vesting Period). The timing of any deferral election of a new Participant (who is a non-employee director) with respect to Annual Fees and deferred stock units shall be made by a written notice signed by the Participant and delivered to the Company not later than thirty (30) days after the Participant first becomes eligible to participate in the Plan or any other plan maintained by the Company that provides for the deferral of the Participant’s compensation; provided however, that such initial deferral election shall not apply to any portion of his or her Annual Fees earned or deferred stock units grants for service prior to the date such election form is filed with the Company. Except as otherwise provided in any Grant Agreement, during such deferral period the Participant shall not have any rights as a shareholder of the Company; provided that, unless otherwise provided in a Participant’s Grant Agreement, the Participant shall have the right to receive accumulated dividends or distributions with respect to the corresponding number of shares of Common Stock underlying each deferred stock unit at the end of the deferral period when such deferred stock units are converted into shares of Common Stock. For the avoidance of doubt, accumulated dividends or distributions with respect to deferred stock units shall correspond only to the number of deferred stock units that become vested and not any deferred stock units that are forfeited or cancelled or do not otherwise vest. Unless otherwise provided in the Participant’s Grant Agreement or related election form, if a Participant dies while serving as a director, officer or employee of the Company or its Subsidiary prior to the end of the deferral period, the Participant shall receive payment in respect to such Participant’s deferred stock units which would have matured or been earned at the end of such deferral period as if the applicable deferral period had ended as of the date of such Participant’s death. Unless otherwise provided in a Participant’s Grant Agreement or related election form, if a Participant ceases to be a director, officer or employee of, or to otherwise perform services for, the Company or its Subsidiaries upon his or her Disability or Retirement prior to the end of the deferral period, the Participant shall receive payment in respect of such Participant’s deferred stock units at the end of such deferral period. Unless otherwise provided in the Participant’s Grant Agreement or related election form, at such time as a Participant ceases to be, or in the event a Participant does not become, a director, officer or employee of, or otherwise performing services for, the Company or its subsidiaries for any reason other than Disability, Retirement or death, such Participant shall immediately forfeit any unvested deferred stock units which would have matured or been earned at the end of such deferral period. Notwithstanding anything herein or in the Participant’s Grant Agreement or related election form to the contrary, a Participant who, pursuant to the preceding paragraphs of this Section 10, has made an election to defer receipt of any portion of the Annual Fee otherwise payable to him or her and/or to defer the receipt of any deferred stock units payable to him or her may elect to further defer receipt of the deferred portion of the Annual Fee and/or the deferred stock units, provided such election satisfies the following requirements: (a) The election does not take effect until twelve (12) months after the date the election is made (b) The payment is deferred for at least five (5) years from the date the payment would otherwise have been paid; (c) The election is made not less than twelve (12) months before the date the payment is scheduled to be paid; and (d) Once the election is effective, it is irrevocable. A Participant who makes a deferral election with respect to deferred stock units or deferred Annual Fees pursuant to the preceding paragraph may make additional deferrals under that paragraph with respect to the

  187. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | A-12 | NRG Energy, Inc. | 2026 Proxy Statement |

  188. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    same deferred stock units and deferred Annual Fees, provided such elections satisfy subsections (a) through (d) above, subject to the consent of the Committee. 11. Grant of Dividend Equivalent Rights. The Committee may include in a Participant’s Grant Agreement a dividend equivalent right entitling the grantee to receive amounts equal to all or any portion of the dividends that would be paid on the shares of Common Stock covered by such Award if such Shares had been delivered pursuant to such Award. In the event such a provision is included in a Grant Agreement, the Committee shall determine whether such payments shall be made in cash, in shares of Common Stock or in another form and any such dividend equivalent rights shall be subject to the same terms in effect for the underlying Award and shall be paid at the time, and only to the extent that, the underlying Award, including for the avoidance of doubt, Awards subject to performance conditions, vests or the restrictions on the underlying Award lapse. Accordingly, the right to receive such dividend equivalent rights shall be forfeited or cancelled to the extent that the underlying Award does not vest, is forfeited or otherwise cancelled. 12. Withholding Taxes. (a) Election to Withhold Shares. The Committee may determine that the Company’s tax withholding obligation with respect to Awards paid in Common Stock shall be satisfied by having shares of Common Stock withheld at the time such Awards become taxable. In addition, the Committee may allow Participants to elect to have such share withholding applied to particular Awards. The election must be in a form and manner prescribed by the Company and may be subject to limits imposed by the Committee. (b) Required Withholding. All Awards under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company may require that the Participant or other person receiving or exercising Awards pay to the Company the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Awards, or the Company may deduct from other wages and compensation paid by the Company the amount of any withholding taxes due with respect to such Awards. 13. Grant Agreement; Vesting. Each employee to whom an Award is made under the Plan shall enter into a Grant Agreement with the Company that shall contain such provisions, including without limitation vesting requirements, consistent with the provisions of the Plan, as may be approved by the Committee. Unless the Committee determines otherwise and except as otherwise provided in Sections 6, 7, 8, 9, 10 and 17 in connection with a Change of Control or certain occurrences of termination, no Award under this Plan may be exercised, and no restrictions relating thereto may lapse, within six months of the date such Award is made. Further, no dividends with respect to any Award granted under the Plan shall be paid to any Participant unless, and only to the extent that, the underlying Award vests or the restrictions on the underlying Award lapse. 14. Transferability. No Award granted under the Plan shall be transferable by a Participant other than (a) by will or the laws of descent and distribution, (b) to a Participant’s Family Member by gift or a qualified domestic relations order as defined by the Code or (c) to a charitable organization, but in each case only with Committee approval or as provided in a Grant Agreement. Unless otherwise provided in any Grant Agreement, an option, SAR or performance award may be exercised only by the optionee or grantee thereof; by his or her Family Member if such person has acquired the option, SAR or performance award by gift or qualified domestic relations order; by the executor or administrator of the estate of any of the foregoing or any person to whom the Option is transferred by will or the laws of descent and distribution; or by the guardian or legal representative of any of

  189. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | A-13 |

  190. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    the foregoing; provided that, Incentive Stock Options may be exercised by any Family Member, guardian or legal representative only if permitted by the Code and any regulations thereunder. All provisions of this Plan shall in any event continue to apply to any Award granted under the Plan and transferred as permitted by this Section 14, and any transferee of any such Award shall be bound by all provisions of this Plan as and to the same extent as the applicable original grantee. 15. Listing, Registration and Qualification. If the Committee determines that the listing, registration or qualification upon any securities exchange or under any law of Shares subject to any Award is necessary or desirable as a condition of, or in connection with, the granting of same or the issue or purchase of Shares thereunder, no such option or SAR may be exercised in whole or in part, no such performance award, restricted stock unit or deferred stock unit may be paid out, and no Shares may be issued, unless such listing, registration or qualification is effected free of any conditions not acceptable to the Committee. 16. Transfer of Employee. The transfer of an employee from the Company to a Subsidiary, from a Subsidiary to the Company, or from one Subsidiary to another Subsidiary shall not be considered a termination of employment; nor shall it be considered a termination of employment if an employee is placed on military or sick leave or such other leave of absence which is considered by the Committee as continuing intact the employment relationship. 17. Adjustments. (a) In the event that any reorganization, recapitalization, stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company affects Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, the Committee shall make such equitable adjustments in any or all of the following in order to prevent such dilution or enlargement of rights: the number and kind of Shares or other property available for issuance under the Plan (including, without limitation, the total number of Shares available for issuance under the Plan pursuant to Section 4), the number and kind of Awards or other property covered by Awards previously made under the Plan, and the exercise price of outstanding options and SARs. Any such adjustment shall be final, conclusive and binding for all purposes of the Plan. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or in which a Change in Control is to occur, all of the Company’s obligations regarding any Awards that were granted hereunder and that are outstanding on the date of such event shall, on such terms as may be approved by the Committee prior to such event, be assumed by the surviving or continuing corporation or canceled in exchange for property (including cash). (b) Without limitation of the foregoing, in connection with any transaction of the type specified by clause (iii) of the definition of a Change in Control in Section 2(c), the Committee may (i) cancel any or all outstanding options under the Plan in consideration for payment to the holders thereof of an amount equal to the portion of the consideration, if any, that would have been payable to such holders pursuant to such transaction if their options had been fully exercised immediately prior to such transaction, less the aggregate exercise price that would have been payable therefor, or (ii) if the amount that would have been payable to the option holders pursuant to such transaction if their options had been fully exercised immediately prior thereto would be equal to or less than the aggregate exercise price that would have been payable therefor, cancel any or all such options for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence may be made in cash or, in the event that the consideration to be received in such transaction includes securities or other property, in cash and/or securities or other property in the Committee’s discretion.

  191. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | A-14 | NRG Energy, Inc. | 2026 Proxy Statement |

  192. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    (c) If there is a Change in Control of the Company and a Qualifying Termination of a Participant’s employment has occurred, then all of the Participant’s Awards shall become fully vested upon such Change in Control (and, with respect to the Participant’s options, exercisable upon such Change in Control and shall remain so until the expiration date of the options). (d) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, then any Participant who has been paid an Award under this Plan based upon or affected by the restated financial report shall be required, at the discretion of the Board or as otherwise required by any applicable law, government regulation or stock exchange listing requirement, to reimburse the Company for all or any portion of such Award. 18. Amendment and Termination of the Plan. The Board or the Committee, without approval of the shareholders, may amend or terminate the Plan at any time, except that no amendment shall become effective without prior approval of the shareholders of the Company if (i) shareholder approval would be required by applicable law or regulations, including if required by any listing requirement of the principal stock exchange or national market on which the Common Stock is then listed, (ii) such amendment would remove from the Plan a provision which, without giving effect to such amendment, is subject to shareholder approval, or (iii) such amendment would directly or indirectly increase the Share limits set forth in Section 4 of the Plan. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any person, without his or her written consent, under any Award or other incentives theretofore granted under the Plan. 19. Amendment or Substitution of Awards under the Plan. The terms of any outstanding Award under the Plan may be amended from time to time by the Committee in any manner that it deems appropriate (including, but not limited to, acceleration of the date of exercise of any Award and/or payments thereunder or of the date of lapse of restrictions on Shares); provided that, except as otherwise provided in Section 17, no such amendment shall adversely affect in a material manner any right of a Participant under the Award without his or her written consent, and provided further that, the Committee shall not reduce the exercise price of any options or SARs awarded under the Plan without approval of the shareholders of the Company. The Committee may, in its discretion, permit holders of Awards under the Plan to surrender outstanding Awards in order to exercise or realize rights under other awards, or in exchange for the grant of new awards, or require holders of Awards to surrender outstanding Awards as a condition precedent to the grant of new awards under the Plan. Notwithstanding the foregoing, the Committee shall not take any of the following actions without shareholder approval, except as provided in Section 17: (i) reduce the exercise price following the grant of an option or SAR; (ii) exchange an option or SAR which has an exercise price that is greater than the Fair Market Value of a Share for cash or Shares or (iii) cancel an option or SAR in exchange for a replacement option or another Award with a lower exercise price or (iv) Reprice any outstanding Award. Notwithstanding anything to the contrary in this Plan, in no event shall the Committee amend the distribution terms in any Award or Grant Agreement that has a feature for the deferral of compensation if such amendment would result in taxes, additional interest and/or penalties pursuant to Code Section 409A. 20. Effective Date; Termination Date. The Plan is effective as of the Effective Date. Unless previously terminated upon the adoption of a resolution of the Board terminating the Plan, the Plan shall terminate on the tenth anniversary of the Effective Date and no Awards will be made under the Plan thereafter, but all Awards made on or prior to such date will continue in effect thereafter subject to the terms thereof and the Plan.

  193. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | NRG Energy, Inc. | 2026 Proxy Statement | A-15 |

  194. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    21. Severability. Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Plan. 22. Governing Law. The Plan shall be governed by the corporate laws of the State of Delaware, without giving effect to any choice of law provisions that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. 23. Code Section 409A. To the extent applicable, it is intended that this Plan and Awards hereunder comply with, or be exempt from, the provisions of Code Section 409A, so that the income inclusion provisions of Code Section 409(1) do not apply to Participants. All Awards under the Plan that are intended to be “deferred compensation” subject to Code Section 409A shall be interpreted, administered, and construed to comply with Code Section 409A, and all Awards under the Plan that are intended to be exempt from Code Section 409A shall be interpreted, administered and construed to comply with and preserve such exemption. The Committee shall have the full authority to give effect to the intent of the foregoing sentence. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the Plan and a provision of any Grant Agreement or deferral election, the terms of the Plan shall govern. For purposes of applying Code Section 409A to this Plan and any Grant Agreement or deferral election hereunder, each separately identified amount to which a Participant is entitled to under the Plan shall be treated as a separate payment. In addition, to the extent permissible under Code Section 409A, any series of installment payments made under this Plan shall be treated as a right to a series of separate payments. If, at the time of a Participant’s separation from service (within the meaning of Code Section 409A), (i) the Participant shall be a specified employee (within the meaning of Code Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a determination that an amount payable hereunder constitutes “deferred compensation” subject to Code Section 409A the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Code Section 409A in order to avoid taxes or penalties under Code Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the earlier of the first business day of the seventh month following separation from service or death. Notwithstanding the foregoing, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for Participant’s account in connection with this Plan and Awards granted hereunder (including any taxes and penalties under Code Section 409A), and neither the Company nor any member of the Board shall have any liability to any person in the event Code Section 409A applies to any Award in a manner that results in adverse tax consequences for the Participant or any of his or her beneficiaries or transferees.

  195. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    | A-16 | NRG Energy, Inc. | 2026 Proxy Statement |

  196. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA Achievement

    Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV84771-P455791a. Antonio Carrillo1b. Matthew Carter, Jr.1c. Heather Cox1d. Elisabeth B. Donohue1e. Marwan Fawaz1f. Robert J. Gaudette1g. Sanjay Kapoor1h. Alexander Pourbaix1i. Alexandra Pruner1j. Marcie C. ZlotnikFor Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !For Against AbstainThe Board of Directors recommends a vote FOR each ofthe nominees listed under Proposal 1, FOR Proposals 2,3, and 4, and AGAINST Proposal 5.NRG ENERGY, INC.1. To elect ten directors.Nominees:2. To approve, on a non-binding advisory basis, NRG Energy, Inc.’sexecutive compensation.3. To ratify the appointment of KPMG LLP as NRG Energy, Inc.’sindependent registered public accounting firm for the2026 fiscal year.4. To approve the NRG Energy, Inc. 2026 Long-Term IncentivePlan.5. To vote on a stockholder proposal to give shareholdersthe ability to call for a special shareholder meeting, ifproperly presented at the meeting.Please sign exactly as your name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee,guardian, or custodian, please give full title.SCAN TOVIEW MATERIALS & VOTE wNRG ENERGY, INC.C/O OFFICE OF GENERAL COUNSEL804 CARNEGIE CENTERPRINCETON, NJ 08540-6213VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic deliveryof information. Vote by 11:59 p.m. Eastern Time on April 29, 2026. Have yourproxy card in hand when you access the web site and follow the instructions toobtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/NRG2026You may attend the meeting via the Internet and vote during the meeting. Haveavailable the information that is printed in the box marked by the arrow belowand follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until11:59 p.m. Eastern Time on April 29, 2026. Have your proxy card in hand whenyou call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paidenvelope we have provided or return it to Vote Processing, c/o Broadridge,51 Mercedes Way, Edgewood, NY 11717. V84772-P45579Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are availableat www.proxyvote.com.(Continued and to be signed on reverse side)Proxy — NRG Energy, Inc.ANNUAL MEETING OF STOCKHOLDERSApril 30, 2026 9:00 A.M. ETThis Proxy/Voting Instruction Card is Solicited on Behalf of the Board of Directors for the 2026 Annual Meeting of Stockholders.The undersigned hereby constitutes and appoints Lawrence S. Coben and Christine A. Zoino, and each of them, attorneys and proxies with full power of substitution, to represent the undersigned and to vote all shares of common stock, par value $0.01 per share, of NRG Energy, Inc. (the "Company"), that the undersigned would be entitled to vote if personally present at the 2026 Annual Meeting of Stockholders of the Company to be held on April 30, 2026, at 9:00 a.m. (Eastern Time)live via the Internet at www.virtualshareholdermeeting.com/NRG2026, and at any and all adjournments or postponements thereof (the "Meeting"), as herein specified and in such proxyholders' discretion upon any other matter that may properly come before the Meeting including without limitation to vote on the election of such substitute nominees as such proxies may select in the event nominee(s) named on the card become(s) unable to serve as director(s). By granting this proxy, the undersigned hereby revokes any proxy previously granted by the undersigned.THIS PROXY WILL BE VOTED AS DIRECTED. IF NOT OTHERWISE DIRECTED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1, "FOR" PROPOSALS 2, 3, AND 4, AND "AGAINST" PROPOSAL 5.PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY, EVEN IF YOU PLAN TO VIRTUALLY ATTEND THE ANNUAL MEETING.________________________________________________________________________________________________________________________________________________________________________________________________________________________IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.