214,205,469 Common Stock of NRG Energy, Inc. are subject to a Lock-Up Agreement Ending on 17-APR-2026. These Common Stock will be under lockup for 46 days starting from 2-MAR-2026 to 17-APR-2026.

Details:

The company?s executive officers, directors and the Selling Stockholders have entered into lock-up agreements in which they agreed that, without the prior written consent of Barclays Capital Inc. and Citigroup Global Markets Inc., for a period of 45 days after the date of this prospectus supplement, (the ?Lock-Up Period?) subject to certain exceptions, they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of its common stock, or securities convertible into or exchangeable or exercisable for any shares of its common stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of its common stock, whether any such aforementioned transaction is to be settled by delivery of its common stock or such other securities, in cash or otherwise. Notwithstanding the foregoing, and in addition to other customary exceptions, the restrictions in the Lock-Up Agreement for its executive officers and directors shall not apply to (a) transactions relating to its securities acquired in this offering from the underwriters, provided that no public announcement and no filing under Section 16(a) of the Exchange Act or other regulatory authority in respect thereof will be required or will be voluntarily made during the Lock-Up Period in connection with subsequent sales of its securities acquired in this offering during the Lock-Up Period, (b) any exercise of options or vesting or exercise of any other equity-based award, in each case, outstanding on the date hereof, and in each case under its equity incentive plan or any other plan or agreement described herein or in the documents incorporated by reference herein, provided that any securities received upon such exercise or vesting will also be subject to the Lock-Up Agreement (including any transfers to cover tax withholding obligations of the undersigned in connection with such vesting or exercise), (c) the entering into a written trading plan designed to comply with Rule 10b5-1 of the Exchange Act (a ?Rule 10b5-1 Plan?), provided that no sales are made pursuant to such Rule 10b5-1 Plan that is established on or after the date of the Lock-Up Agreement during the Lock-Up Period and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the executive officer and directors or the company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of the securities subject to the Lock-Up Agreement may be made under such plan during the Lock-Up Period, (d) the sales of its securities or securities convertible into or exchangeable or exercisable for its securities made pursuant to a Rule 10b5-1 Plan that is in existence as of the date hereof, (e) transfers as a bona fide gift, gifts or charitable contribution, (f) transfers to a family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of each executive director or officer that signs the Lock-Up Agreement or his or her family members, (g) transfers by testate or intestate succession, (h) if the undersigned is a partnership, limited liability company or a corporation, transfers to its limited partners, members or stockholders as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (i) to the extent applicable, transfers to the company pursuant to agreements under which it has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares, (j) pursuant to an order of a regulatory agency or a court, including a qualified domestic order, or in connection with a divorce settlement, or (k) the transfer of securities subject to the Lock-Up Agreement pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by its board of directors and made to all holders of its capital stock; provided that (1) in each transfer pursuant to clauses (e)-(h) or (j) the transferee agrees to be bound in writing by the terms of the Lock-Up Agreement prior to such transfer and such transfer shall not involve a disposition for value other than with respect to any such transfer or distribution for which the transferor or distributor receives equity interests of such transferee or such transferee?s interests in the transferor, and (2) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of the Securities, shall be voluntarily made during the Lock-Up Period and if the undersigned is legally required to file a report under Section 16(a) of the Exchange Act during the Lock-Up Period to report such transfer, the undersigned shall indicate in the footnotes thereto that the filing relates to the circumstances described in clauses.