NRG Energy Inc美股招股说明书(2026-03-02版)

Common Stock This prospectus supplement relates to the sale by the selling stockholders named herein (the “SellingStockholders”) of up to an aggregate ofshares of common stock, par value $0.01 per share (the “commonstock”), of NRG Energy, Inc., a Delaware corporation (“NRG,” “we,” “our,” or “us), by the Selling Stockholders.We are not selling any shares of our common stock under this prospectus supplement, and we will not receive anyof the proceeds from the sale of common stock by the Selling Stockholders. We have entered into a stock purchase agreement (the “Stock Purchase Agreement”) with the SellingStockholders to repurchase $300million of our common stock in a privately negotiated transaction at a price pershare equal to the public offering price (the “Share Repurchase”). The closing of the Share Repurchase isexpected to be concurrent with the closing of this offering. The repurchased shares of common stock will be heldas treasury shares after this offering. The completion of the Share Repurchase is conditioned upon the completionof this offering, and subject to customary closing conditions. The completion of this offering is not conditionedupon the completion of the Share Repurchase. We cannot assure you that this offering or the Share Repurchasewill be consummated. Our common stock is listed on the New York Stock Exchange (the “NYSE”) and NYSE Texas and tradesunder the ticker symbol “NRG.” On February27, 2026, the last reported sale price for our common stock was$178.96 per share. The Selling Stockholders have granted the underwriters an option to purchase from time to time, on aprorata basis, up to an aggregate additionalshares of common stock at the public offering price, less theunderwriting discounts and commissions, within 30days from the date of this prospectus supplement (the“underwriters’ option”). We will not receive any of the proceeds from the sale of shares by the SellingStockholders pursuant to any exercise of the underwriters’ option. Our business and an investment in our securities involve certain risks. These risks are described under thecaption “Risk Factors” beginning on pageS-6of this prospectus supplement, as well as those contained in theaccompanying prospectus and in the documents incorporated by reference herein. Per ShareTotal Public offering priceUnderwriting discountProceeds, before expenses, to the Selling Stockholders(1) See “Underwriting” for a description of the compensation payable to the underwriters. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement and theaccompanying prospectus. Any representation to the contrary is a criminal offense. References to “underwriters” in this prospectus supplement refer to the underwriters named in the“Underwriting” section of this prospectus supplement. The underwriters expect to deliver the shares against payment on or about, 2026. Book-Running Managers Barclays Citigroup TABLE OF CONTENTS PageProspectus SupplementAbout This Prospectus SupplementS-iiCautionary Note Regarding Forward-Looking StatementsS-1Prospectus Supplement SummaryS-3The OfferingS-5Risk FactorsS-6Use of ProceedsS-8Selling StockholdersS-9Material U.S. Federal Income Tax Consequences to Non-U.S. HoldersS-13UnderwritingS-18Where You Can Find More InformationS-25Legal MattersS-26ExpertsS-26PageProspectusAbout this Prospectus1Forward-Looking Statements2Where You Can Find More Information4Risk Factors5The Company6Use of Proceeds7Description of Common Stock8Selling Stockholders11Plan of Distribution14Legal Opinions18Experts19 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that was filed with the U.S. Securitiesand Exchange Commission (the “SEC”) using a “shelf” registration process and consists of two parts. Thefirst part is this prospectus supplement, which describes the specific terms of this offering and alsosupplements and updates information contained in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. The secondpart is the accompanying prospectus, which provides more general information, some of which may notapply to this offering. This prospectus supplement may add, update, or change information contained in theaccompanying prospectus. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. In addition, in this prospectus, as permitted by law, we “incorporate by reference”information from other documents that we file with the SEC. This means that we can disclose importantinformation to you by referring you to those documents. The information incorporated by reference isconsidered to be a part of this prospectus supplement and the accompanying prospectus and should be readwith the same care. When we update the informatio