UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 

PURSUANT TO SECTION 12(b) or (g) OF 

THE SECURITIES EXCHANGE ACT OF 1934

NRG Energy, Inc. 

(Exact Name of Registrant as Specified in Charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this Form relates to the registration of a class of securities concurrently with a Regulation A offering check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(g) of the Act: N/A

EXPLANATORY NOTE

This Registration Statement on Form 8-A (“Form 8-A”) is being filed by NRG Energy, Inc. (the “Company”) with the SEC in connection with the dual listing of its common stock, par value $0.01 per share (“Common Stock”), with NYSE Texas, Inc. (“NYSE Texas”) under the trading symbol “NRG”. The Common Stock is currently listed on the New York Stock Exchange under the symbol “NRG”.

Item 1. Description of Registrant’s Securities to be Registered.

The description of the Common Stock, as may be amended from time to time, contained in Exhibit 4.15 of the Company’s Annual Report on Form 10-K, filed on February 27, 2020 (and incorporated by reference into the Company’s most recent Annual Report on Form 10-K), is incorporated herein by reference.

The Company expects the listing and trading of the Common Stock on the NYSE Texas to commence on August 19, 2025 under the symbol “NRG”.

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on the NYSE Texas, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

Signature

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.