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Capital Structure | 12 Months Ended
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Dec. 31, 2023
Equity [Abstract] |
Capital Structure | Capital Structure For the period from December 31, 2020 to December 31, 2023, the Company had 10,000,000 shares of preferred stock authorized and 500,000,000 shares of common stock authorized. The following table reflects the changes in NRG's preferred and common shares issued and outstanding for each period presented:
| Preferred Shares |  | Common Shares
| Issued and Outstanding |  | Issued |  | Treasury |  | Outstanding
Balance as of December 31, 2020 | — |  |  | 423,057,848 |  |  | (178,825,915) |  |  | 244,231,933 |
Shares issued under ESPP | — |  |  | — |  |  | 117,392 |  |  | 117,392 |
Shares issued under LTIPs | — |  |  | 489,326 |  |  | — |  |  | 489,326 |
Share repurchases | — |  |  | — |  |  | (1,084,752) |  |  | (1,084,752) |
Balance as of December 31, 2021 | — |  |  | 423,547,174 |  |  | (179,793,275) |  |  | 243,753,899 |
Shares issued under ESPP | — |  |  | — |  |  | 142,825 |  |  | 142,825 |
Shares issued under LTIPs | — |  |  | 349,827 |  |  | — |  |  | 349,827 |
Share repurchases | — |  |  | — |  |  | (14,685,521) |  |  | (14,685,521) |
Balance as of December 31, 2022 | — |  |  | 423,897,001 |  |  | (194,335,971) |  |  | 229,561,030 |
Issuance of Series A Preferred Stock | 650,000 |  |  | — |  |  | — |  |  | — |
Shares issued under ESPP | — |  |  | — |  |  | 191,249 |  |  | 191,249 |
Shares issued under LTIPs | — |  |  | 1,109,611 |  |  | — |  |  | 1,109,611 |
Share repurchases | — |  |  | — |  |  | (22,730,940) |  |  | (22,730,940) |
Retirement of treasury stock | — |  |  | (157,676,142) |  |  | 157,676,142 |  |  | — |
Balance as of December 31, 2023 | 650,000 |  |  | 267,330,470 |  |  | (59,199,520) |  |  | 208,130,950 |
Shares issued under LTIPs | — |  |  | 660,267 |  |  | — |  |  | 660,267 |
Share repurchases | — |  |  | — |  |  | (770,205) |  |  | (770,205) |
Retirement of treasury stock | — |  |  | (770,205) |  |  | 770,205 |  |  | — |
Balance as of February 1, 2024 | 650,000 |  |  | 267,220,532 |  |  | (59,199,520) |  |  | 208,021,012 |
Common Stock As of December 31, 2023, NRG had 27,362,083 shares of common stock reserved for the maximum number of shares potentially issuable based on the conversion and redemption features of the long-term incentive plans. Common Stock Dividends The Company declared and paid $0.3775, $0.350 and $0.325 quarterly dividend per common share, or $1.51, $1.40 and $1.30 per share on an annualized basis for 2023, 2022 and 2021 respectively. In 2021, 2022 and 2023, NRG increased the annual dividend on its common stock to $1.30, $1.40 and $1.51 per share, respectively, representing an 8% increase each year. The long-term capital allocation policy targets an annual dividend growth rate of 7%-9% per share in subsequent years. Beginning in the first quarter of 2024, NRG will increase the annual dividend by 8% to $1.63 per share. The Company's common stock dividends are subject to available capital, market conditions, and compliance with associated laws, regulations and other contractual obligations. On January 19, 2024, NRG declared a quarterly dividend on the Company's common stock of $0.4075 per share, or $1.63 per share on an annualized basis, payable on February 15, 2024, to stockholders of record as of February 1, 2024. Employee Stock Purchase Plan The Company offers participation in the ESPP which allows eligible employees to elect to withhold between 1% and 10% of their eligible compensation to purchase shares of NRG common stock at the lesser of 90% of its market value on the offering date or 90% of the fair market value on the exercise date. An offering date occurs each April 1 and October 1. An exercise date occurs each September 30 and March 31. On April 27, 2023, NRG stockholders approved the adoption of the Amended and Restated Employee Stock Purchase Plan, effective April 1, 2023, which included a reduction in the price at which eligible employees may purchase shares of NRG common stock from 95% to 90% of the fair market value of the shares on the applicable date. NRG stockholders also approved an increase of 4,400,000 shares available for the issuance under the ESPP. As of December 31, 2023, there remained 6,702,125 shares of treasury stock reserved for issuance under the ESPP. Share Repurchases Share repurchases in 2021 and 2022 were made under the December 6, 2021 $1 billion authorization, as part of NRG’s capital allocation policy. On June 22, 2023, following the acquisition of Vivint Smart Home, NRG revised its long-term capital allocation policy to target allocating approximately 80% of cash available for allocation, after debt reduction, to be returned to shareholders. As part of the revised capital allocation framework, the Company announced an increase to its share repurchase authorization to $2.7 billion, to be executed through 2025. On November 6, 2023, the Company executed Accelerated Share Repurchase agreements to repurchase a total of $950 million of NRG's outstanding common stock. Under the ASR agreements, the Company paid a total of $950 million and will receive shares of NRG's common stock on specified settlement dates. The total number of shares purchased pursuant to the ASR agreements will generally be based on the volume-weighted average prices of NRG's common stock during the term of each ASR agreement, less a discount. The Company received initial shares of 4,494,224 on November 8, 2023 and an additional 13,181,918 shares on December 27, 2023, which were recorded in treasury stock at fair value based on the volume-weighted average closing prices of $833 million, with the remaining $117 million recorded in additional paid in capital, representing the value of the forward contracts to purchase additional shares. On January 30, 2024, an additional 770,205 shares were delivered. The ASR period will end in March of 2024 and additional shares may be delivered upon final settlement of the remaining agreements. The total number of shares delivered and the average price paid for all of the shares delivered under the ASR agreements will be determined at the end of the ASR period. During the year ended December 31, 2023, the Company completed $1.2 billion of share repurchases under the $2.7 billion authorization, including $950 million through the ASR and $200 million through open market repurchases at an average price of $39.56. As of February 1, 2024, $1.5 billion is remaining under the $2.7 billion authorization. The following table summarizes the share repurchases made from 2021 through February 1, 2024:
| Total number of shares purchased | Average price paid per share | Amounts paid for shares purchased (in millions)
2021 Repurchases: |  |  |  |
Open market repurchases(a) | 1,084,752 |  | $ | 40.85 |  | $ | 44 |  |
2022 Repurchases: |  |  |  |
Open market repurchases | 14,685,521 |  | 40.48 |  | 595 |  |
2023 Repurchases: |  |  |  |
Open market repurchases | 5,054,798 |  |  | 200 |  |
Repurchases made under the accelerated share repurchase agreements(b) | 17,676,142 |  |  | 950 |  |
Total Share Repurchases during 2023 | 22,730,940 |  | (e) | $ | 1,150 |  | (c)
Repurchases made subsequent to December 31, 2023 under the accelerated share repurchase agreements(d) | 770,205 |  |  | — |  |
Total Share Repurchases January 1, 2023 through February 1, 2024 | 23,501,145 |  | (e) | $ | 1,150 |  |
(a)Includes $5 million accrued as of December 31, 2021 (b)Initial and interim shares delivered under the November 6, 2023 accelerated share repurchase agreements (c)Excludes $10 million accrued for excise tax owed as of December 31, 2023 (d)Additional shares delivered under the November 6, 2023 accelerated share repurchase agreements (e)The total number of shares delivered and the average price per share under the ASR agreements will be determined at the end of the ASR period Retirement of Treasury Stock In the fourth quarter of 2023, the Company retired 157,676,142 shares of treasury stock. These retired shares are now included in NRG's pool of authorized but unissued shares. The retired stock had a carrying value of approximately $5.0 billion. The Company's accounting policy upon the formal retirement of treasury stock is to deduct its par value from common stock and to reflect any excess of cost over par value as a deduction from additional paid-in capital. Preferred Stock Series A Preferred Stock On March 9, 2023 ("Series A Issuance Date"), the Company issued 650,000 shares of 10.25% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock. The net proceeds of $635 million, net of issuance costs, were used to partially fund the Vivint Smart Home acquisition. The Series A Preferred Stock is not convertible into or exchangeable for any other securities or property and has limited voting rights. The Series A Preferred Stock may be redeemed, in whole or in part, on one or more occasions, at the option of the Company at any time after March 15, 2028 ("Series A First Reset Date") and in certain other circumstances prior to the Series A First Reset Date. The Series A Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends. Series A Preferred Stock Dividends The annual dividend rate on each share of Series A Preferred Stock is 10.25% from the Series A Issuance Date to, but excluding the Series A First Reset Date. On and after the Series A First Reset Date, the dividend rate on each share of Series A Preferred Stock shall equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of 1.00%), plus a spread of 5.92% per annum. Cumulative cash dividends on the Series A Preferred Stock are payable semiannually, in arrears, on each March 15 and September 15, when, as and if declared by the Board of Directors. In September 2023, the Company declared and paid a semi-annual dividend of $52.96 per share on its outstanding Series A Preferred Stock, totaling $34 million.

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