v3.26.1
Changes in Capital Structure
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Changes in Capital Structure Changes in Capital Structure
As of June 30, 2026 and December 31, 2025, 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, 2025650,000 199,828,615 (9,452,008)190,376,607 
Shares issued under LTIPs— 1,461,185 — 1,461,185 
Shares issued under ESPP— — 85,289 85,289 
Shares repurchased — — (5,865,179)(5,865,179)
Shares issued for the acquisition of the LSP Portfolio— 24,250,000 — 24,250,000 
Retirement of treasury stock— (340,900)340,900 — 
Balance as of June 30, 2026650,000 225,198,900 (14,890,998)210,307,902 
Shares issued under LTIPs— 6,851 — 6,851 
Shares repurchased— — (104,270)(104,270)
Balance as of July 31, 2026
650,000 225,205,751 (14,995,268)210,210,483 

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. During 2026, the Company repurchased shares under its $3.7 billion share repurchase program which began in 2023 and was completed during the quarter ended March 31, 2026. Upon completion of that program, the Company began repurchasing shares under the Board of Directors’ authorization approved on October 16, 2025, permitting up to $3.0 billion of share repurchases through 2028. Share repurchases under these programs are summarized below.
The following table summarizes the share repurchases made under the $3.7 billion authorization which was completed during the quarter ended March 31, 2026:
Total number of shares purchased
Average price paid per share(a)
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 agreements17,676,142 (b)950 
Total Share Repurchases during 202322,730,940 $1,150 (c)
2024 Repurchases:
Repurchases made under the accelerated share repurchase agreements1,163,230 (b)— 
Open market repurchases
10,562,333 $87.57 925 
Total Share Repurchases during 202411,725,563 $925 (d)
2025 Repurchases:
Open market repurchases9,971,620 $130.58 1,302 
Shares received from the exercise of the Capped Call Options224,585 $69.38 16 (e)
Total Share Repurchases during 202510,196,205 $1,318 (f)
2026 Repurchases:
Open market repurchases1,146,900 $156.62 180 
Shares repurchased from LS Power771,080 $164.00 127 (g)
Total Share Repurchases during 2026 under the $3.7 billion authorization
1,917,980 $307 
Total Share Repurchases under the $3.7 billion authorization
46,570,688 $79.43 $3,700 
(a)The average price paid per share excludes excise tax owed and commissions and fees paid in connection with the share repurchases
(b)Under the November 6, 2023 accelerated share repurchase agreements, 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. For additional information, refer to Note 15, Capital Structure, to the Company’s 2025 Form 10-K
(c)Excludes $10 million of excise tax accrued in 2023 which was paid in 2024
(d)Excludes $9 million of excise tax accrued in 2024 which was paid in 2025
(e)For further information on the Capped Call Options, see discussion below
(f)Excludes $11 million of excise tax accrued in 2025 which was paid in 2026
(g)The Company entered into a stock purchase agreement to repurchase 1,829,269 shares of NRG common stock from LS Power. 771,080 shares were repurchased under the $3.7 billion authorization, and the remaining 1,058,189 shares were repurchased under the $3.0 billion authorization

The following table summarizes the share repurchases made under the $3.0 billion authorization through July 31, 2026:
Total number of shares purchased
Average price paid per share(a)
Amounts paid for shares purchased (in millions)
2026 Repurchases:
Shares repurchased from LS Power1,058,189 $164.00 $176 (b)
Open market repurchases2,889,010 $151.74 438 (c)
Total Share Repurchases during the six months ended June 30, 2026 under the $3.0 billion authorization
3,947,199 614 (d)
Open market repurchases July 1, 2026 through July 31, 2026104,270 $136.23 14 
Total Share Repurchases under the $3.0 billion authorization
4,051,469 $154.54 $628 
(a)The average price paid per share excludes excise tax owed and commissions and fees paid in connection with the share repurchases
(b)The Company entered into a stock purchase agreement to repurchase 1,829,269 shares of NRG common stock from LS Power. 771,080 shares were repurchased under the $3.7 billion authorization, and the remaining 1,058,189 shares were repurchased under the $3.0 billion authorization
(c)Includes $1 million accrued as of June 30, 2026
(d)Excludes $7 million accrued for estimated excise tax for the six months ended June 30, 2026
Employee Stock Purchase Plan
The Company offers participation in the ESPP which allows eligible employees to elect to withhold between 1% and 100%, 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 2026, NRG increased the annual dividend to $1.90 from $1.76 per share. A quarterly dividend of $0.475 per share was paid on the Company’s common stock during the three months ended June 30, 2026. On July 22, 2026, NRG declared a quarterly dividend on the Company’s common stock of $0.475 per share, payable on August 17, 2026 to stockholders of record as of August 3, 2026. 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, 2026 and 2025, 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)
2026 Retirements:
Shares retired during the first quarter of 2026340,900 $116.00 $40 
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 
Total shares retired during the six months ended June 30, 2025
5,514,606 $357 
Capped Call Options
During the second quarter of 2024, the Company entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls”) to mitigate the impact of potential dilution of the Convertible Senior Notes. Each had a strike price of $40.63 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 March 31, 2026 and 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.