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Changes in Capital Structure
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Changes in Capital Structure Changes in Capital Structure
As of September 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:
PreferredCommon
Issued and OutstandingIssuedTreasuryOutstanding
Balance as of December 31, 2024650,000 205,064,058 (6,460,055)198,604,003 
Shares issued under LTIPs— 1,668,474 — 1,668,474 
Shares issued under ESPP— — 81,903 81,903 
Shares repurchased — — (7,874,491)(7,874,491)
Settlements of Capped Call Options(a)
— — (4,211,054)(4,211,054)
Conversions of Convertible Senior Notes— — 3,986,469 3,986,469 
Retirement of treasury stock— (7,028,345)7,028,345 — 
Balance as of September 30, 2025650,000 199,704,187 (7,448,883)192,255,304 
Shares issued under LTIPs— 62,600 — 62,600 
Shares issued under ESPP— — 94,004 94,004 
Shares repurchased— — (772,500)(772,500)
Balance as of October 31, 2025
650,000 199,766,787 (8,127,379)191,639,408 
(a)Consists of partial settlement of 134 shares on June 2, 2025 and final settlement of 4,210,920 shares on July 8, 2025
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. The Company is actively repurchasing shares under its existing $3.7 billion share repurchase program, which began in 2023. On October 16, 2025, the Board of Directors authorized an additional share repurchase program of up to $3.0 billion, to be executed through 2028.
The following table summarizes the share repurchases made under the $3.7 billion authorization through October 31, 2025:
Total number of shares purchasedAverage price paid per shareAmounts paid for shares purchased (in millions)
2023 Repurchases:
Open market repurchases
5,054,798 $39.56 $200 
Repurchases made under the accelerated share repurchase agreements17,676,142 (a)950 
Total Share Repurchases during 202322,730,940 $1,150 (b)
2024 Repurchases:
Repurchases made under the accelerated share repurchase agreements1,163,230 (a)— 
Open market repurchases
10,562,333 $87.57 925 
Total Share Repurchases during 202411,725,563 $925 (c)
2025 Repurchases:
Open market repurchases(d)
7,874,491 $121.22 955 
Shares received from the exercise of the Capped Call Options224,585 $69.38 16 
Total Share Repurchases during the nine months ended September 30, 20258,099,076 $971 (e)
Open market repurchases October 1, 2025 through October 31, 2025
772,500 $167.41 129 
Total Share Repurchases under the $3.7 billion authorization
43,328,079 $73.26 $3,175 
(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 September 30, 2025
(e)Excludes $8 million accrued for estimated excise tax for the nine months ended September 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 100% (between 1% and 10% prior to July 30, 2025), subject to an annual maximum of $25,000, 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 September 30, 2025. On October 20, 2025, NRG declared a quarterly dividend on the Company's common stock of $0.44 per share, payable on November 17, 2025 to stockholders of record as of November 3, 2025. Beginning in the first quarter of 2026, NRG will increase the annual dividend by 8% to $1.90 per share. 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 nine months ended September 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 retiredAverage price per shareCarrying value of treasury shares retired (in millions)
2025 Retirements:
Shares retired during the first quarter of 20253,070,996 $58.23 $179 
Shares retired during the second quarter of 20252,443,610 73.01 178 
Shares retired during the third quarter of 20251,513,739 83.45 126 
Total shares retired during the nine months ended September 30, 20257,028,345 $483 
2024 Retirements:
Shares retired during the first quarter of 20241,163,230 $32.67 $38 
Shares retired during the second quarter of 20241,114,400 33.84 38 
Shares retired during the third quarter of 20242,833,382 35.40 100
Total shares retired during the nine months ended September 30, 20245,111,012 $176 
Capped Call Options
During the second quarter of 2024, the Company entered into Capped Calls to mitigate the impact of potential dilution. 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 September 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.
Preferred Stock
Series A Preferred Stock Dividends
During the quarters ended September 30 and March 31, 2025, 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.