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v3.25.2

Changes in Capital Structure | 6 Months Ended
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Jun. 30, 2025
Equity [Abstract] |
Changes in Capital Structure | Changes in Capital Structure As of June 30, 2025 and 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 stock issued and outstanding:
| Preferred |  | Common
| Issued and Outstanding |  | Issued |  | Treasury |  | Outstanding
Balance as of December 31, 2024 | 650,000 |  |  | 205,064,058 |  |  | (6,460,055) |  |  | 198,604,003 |
Shares issued under LTIPs | — |  |  | 1,538,327 |  |  | — |  |  | 1,538,327 |
Shares issued under ESPP | — |  |  | — |  |  | 81,903 |  |  | 81,903 |
Shares repurchased | — |  |  | — |  |  | (5,594,139) |  |  | (5,594,139) |
Partial settlement of Capped Call Options | — |  |  | — |  |  | (134) |  |  | (134) |
Partial conversion of Convertible Senior Notes | — |  |  | — |  |  | 134 |  |  | 134 |
Retirement of treasury stock | — |  |  | (5,514,606) |  |  | 5,514,606 |  |  | — |
Balance as of June 30, 2025 | 650,000 |  |  | 201,087,779 |  |  | (6,457,685) |  |  | 194,630,094 |
Shares issued under LTIPs | — |  |  | 14,042 |  |  | — |  |  | 14,042 |
Shares repurchased | — |  |  | — |  |  | (988,749) |  |  | (988,749) |
Settlement of Capped Call Options | — |  |  | — |  |  | (4,210,920) |  |  | (4,210,920) |
Conversion of Convertible Senior Notes | — |  |  | — |  |  | 3,986,335 |  |  | 3,986,335 |
Retirement of treasury stock | — |  |  | (1,091,281) |  |  | 1,091,281 |  |  | — |
Balance as of July 31, 2025 | 650,000 |  |  | 200,010,540 |  |  | (6,579,738) |  |  | 193,430,802 |
Common Stock Share Repurchases The Company’s long-term capital allocation policy is to target allocating approximately 80% of cash available for allocation, after debt reduction, to be returned to shareholders. In June 2023, NRG announced an increase to its existing 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 July 31, 2025, $857 million is remaining under the $3.7 billion authorization. The following table summarizes the share repurchases made under the $3.7 billion authorization through July 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)
2025 Repurchases: |  |  |  |
Open market repurchases(d) | 5,594,139 |  | $ | 107.14 |  | 600 |  | (e)
Total Share Repurchases during the six months ended June 30, 2025 | 5,594,139 |  |  | $ | 600 |  |
Open market repurchases July 1, 2025 through July 31, 2025 | 988,749 |  | $ | 154.30 |  | 152 |  |
Shares received from the exercise of the Capped Calls Options | 224,585 |  | $ | 69.38 |  | 16 |  |
Total Share Repurchases under the $3.7 billion authorization | 41,263,976 |  | $ | 68.88 |  | $ | 2,843 |  |
(a)Under the November 6, 2023 ASR, the Company received a total of 18,839,372 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 of excise tax accrued in 2024 which was paid in 2025 (d)Includes $6 million accrued as of June 30, 2025 (e)Excludes $4 million accrued for estimated excise tax for the six months ended June 30, 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 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 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. 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. NRG Common Stock Dividends During the first quarter of 2025, NRG increased the annual dividend to $1.76 from $1.63 per share. A quarterly dividend of $0.44 per share was paid on the Company's common stock during the three months ended June 30, 2025. On July 21, 2025 NRG declared a quarterly dividend on the Company's common stock of $0.44 per share, payable on August 15, 2025 to stockholders of record as of August 1, 2025. The Company targets an annual 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. Retirement of Treasury Stock During the six months ended June 30, 2025 and 2024, 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)
2025 Retirements: |  |  |  |  |
Shares retired during the first quarter of 2025 | 3,070,996 |  |  | $ | 58.23 |  |  | $ | 179 |
Shares retired during the second quarter of 2025 | 2,443,610 |  |  | 73.01 |  |  | 178 |
Total shares retired during the six months ended June 30, 2025 | 5,514,606 |  |  |  |  | $ | 357 |
2024 Retirements: |  |  |  |  |
Shares retired during the first quarter of 2024 | 1,163,230 |  |  | $ | 32.67 |  |  | $ | 38 |
Shares retired during the second quarter of 2024 | 1,114,400 |  |  | 33.84 |  |  | 38 |
Total shares retired during the six months ended June 30, 2024 | 2,277,630 |  |  |  |  | $ | 76 |
Capped Call Options During the second quarter of 2024, the Company entered into Capped Calls. Each had a strike price of $40.63 per share, subject to certain adjustments, which correspond to the conversion price of the Convertible Senior Notes as of June 30, 2025. The Capped Calls had a cap price of $249.00 per share, subject to certain adjustments, and effectively locked in a conversion premium of $257 million on the remaining $232 million balance of the Convertible Senior Notes. The Capped Calls were separate transactions and not part of the terms of the Convertible Senior Notes. As these transactions met certain accounting criteria, the Capped Calls were recorded in stockholders' equity. In the second quarter of 2024, the Company recorded $253 million as a reduction to additional paid-in capital and a $4 million loss 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. In the second quarter of 2025, the expiration date of the options was extended from June 1, 2025 to July 8, 2025. Upon the exercise and settlement of the Capped Calls on July 8, 2025, the Company paid a total amount of $292 million, inclusive of the initial conversion premium of $257 million. The Company received 4,210,920 shares of common stock, of which 3,986,335 were issued to the holders of the Convertible Senior Notes upon conversion, and the remaining 224,585 received were retired by the Company as of July 31, 2025. Preferred Stock Series A Preferred Stock Dividends During the quarters ended March 31, 2025 and 2024, the Company declared and paid semi-annual 10.25% dividends of $51.25 per share on its outstanding Series A Preferred Stock, each totaling $33 million.

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