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Capital Structure | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
Capital Structure | Capital Structure For the period from December 31, 2021 to December 31, 2024, 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, 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 ESPP | — |  |  | — |  |  | 242,070 |  |  | 242,070 |
Shares issued under LTIPs | — |  |  | 1,959,134 |  |  | — |  |  | 1,959,134 |
Share repurchases | — |  |  | — |  |  | (11,725,563) |  |  | (11,725,563) |
Partial settlement of Capped Call Options | — |  |  | — |  |  | (2,588) |  |  | (2,588) |
Retirement of treasury stock | — |  |  | (64,225,546) |  |  | 64,225,546 |  |  | — |
Balance as of December 31, 2024 | 650,000 |  |  | 205,064,058 |  |  | (6,460,055) |  |  | 198,604,003 |
Shares issued under LTIPs | — |  |  | 540,996 |  |  | — |  |  | 540,996 |
Share repurchases | — |  |  | — |  |  | (1,076,423) |  |  | (1,076,423) |
Retirement of treasury stock | — |  |  | (1,028,193) |  |  | 1,028,193 |  |  | — |
Balance as of January 31, 2025 | 650,000 |  |  | 204,576,861 |  |  | (6,508,285) |  |  | 198,068,576 |
Common Stock As of December 31, 2024, NRG had 25,400,076 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 $0.4075, $0.3775 and $0.350 quarterly dividend per common share, or $1.63, $1.51 and $1.40 per share on an annualized basis for 2024, 2023 and 2022 respectively. In 2022, 2023 and 2024, NRG increased the annual dividend on its common stock to $1.40, $1.51 and $1.63 per share, respectively, representing an 8% increase each year. Beginning in the first quarter of 2025, NRG will increase the annual common stock dividend by 8% to $1.76 per share. The long-term capital allocation policy targets an annual common stock dividend growth rate of 7%-9% per share in subsequent years. 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 22, 2025, NRG declared a quarterly dividend on the Company's common stock of $0.44 per share, or $1.76 per share on an annualized basis, payable on February 18, 2025, to stockholders of record as of February 3, 2025. 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. As of December 31, 2024, there remained 6,460,055 shares of treasury stock reserved for issuance under the ESPP. Share Repurchases During the year ended December 31, 2022, the Company completed $595 million of share repurchases at an average price per share of $40.48. In June 2023, 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. In October 2024, the Board of Directors authorized an additional $1.0 billion for share repurchases as part of the existing share repurchase authorization. As of January 31, 2025, $1.5 billion is remaining under the $3.7 billion authorization. The following table summarizes the share repurchases made under the $3.7 billion authorization through January 31, 2025:
| Total number of shares purchased | Average price paid per share | Amounts paid for shares purchased (in millions)
2023 Repurchases: |  |  |  |
Open market repurchases | 5,054,798 |  | $ | 39.56 |  | $ | 200 |  |
Repurchases made under the accelerated share repurchase agreements | 17,676,142 |  | (a) | 950 |  |
Total Share Repurchases during 2023 | 22,730,940 |  |  | 1,150 |  | (b)
2024 Repurchases: |  |  |  |
Repurchases made under the accelerated share repurchase agreements | 1,163,230 |  | (a) | — |  |
Open market repurchases | 10,562,333 |  | 87.57 |  | 925 |  |
Total Share Repurchases during 2024 | 11,725,563 |  |  | 925 |  | (c)
Repurchases made subsequent to December 31, 2024 thru January 31, 2025 | 1,076,423 |  | 101.07 |  | 109 |  |
Total Share Repurchases made under the $3.7 billion authorization | 35,532,926 |  | $ | 61.46 |  | $ | 2,184 |  |
(a)Under the November 6, 2023 ASR, the Company received a total of 18,839,375 shares for an average price per share of $50.43, excluding the impact of the excise tax incurred. See discussion below for further information of the ASR agreements (b)Excludes $10 million of excise tax accrued in 2023 which was paid in 2024 (c)Excludes $9 million accrued for estimated excise tax owed as of December 31, 2024 On November 6, 2023, the Company executed Accelerated Share Repurchase agreements to repurchase a total of $950 million of NRG's outstanding common stock based on volume-weighted average prices. The Company received 17,676,142 shares in the fourth quarter of 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. During the first quarter of 2024, the Company received an additional 1,163,230 shares pursuant to the ASR agreements. Upon receipt of the final shares, the Company transferred the $117 million from additional paid-in-capital to treasury stock. Retirement of Treasury Stock During the years ended December 31, 2024 and 2023, the Company retired shares of treasury stock as detailed below. These retired shares are now included in NRG's pool of authorized but unissued shares. 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.
| Total number of treasury shares retired |  | Average price per share |  | Carrying value of treasury shares retired (in millions)
Shares retired during the year ended December 31, 2023 | 157,676,142 |  |  | $ | 31.77 |  |  | $ | 5,009 |
Shares retired during the year ended December 31, 2024 | 64,225,546 |  |  | $ | 41.07 |  |  | $ | 2,638 |
Capped Call Options During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties (the "Capped Calls"). The Capped Calls each have a strike price of $40.94 per share, subject to certain adjustments, which correspond to the conversion price of the Convertible Senior Notes as of December 31, 2024. The Capped Calls have a cap price of $249.00 per share, subject to certain adjustments, and effectively lock in a conversion premium of $257 million on the remaining $232 million balance of the Convertible Senior Notes. The options will expire on June 1, 2025 if not exercised. The Capped Calls are separate transactions and not part of the terms of the Convertible Senior Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders' equity. The option price of $257 million incurred in connection with the Capped Calls, of which $253 million was recorded as a reduction to additional paid-in capital and a $4 million loss was recorded to other income, net to account for the change in the value of the Capped Calls during the calculation period which began on May 31, 2024 and concluded on June 28, 2024. The option price will be payable upon the earlier of settlement and expiration of the applicable Capped Calls. 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 March and September 2024, the Company declared and paid semi-annual dividends of $51.25 per share on its outstanding Series A Preferred Stock, each totaling $33 million. In September 2023, the Company declared and paid a semi-annual dividend of $52.96 per share, totaling $34 million.

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