FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gaudette Robert J
  2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [NRG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP, NRG Business
(Last)
(First)
(Middle)
804 CARNEGIE CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
09/03/2024
(Street)

PRINCETON, NJ 08540		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 09/03/2024   M   6,422 A $ 0 (1) 107,266 D  
Common Stock, par value $.01 per share 09/03/2024   M   693 A $ 0 (2) 107,959 D  
Common Stock, par value $.01 per share 09/03/2024   F   284 D $ 0 (3) 107,675 (4) D  
Common Stock, par value $.01 per share 09/03/2024   F   2,800 D $ 0 (5) 104,875 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Dividend Equivalent Rights $ 0 (6) 09/03/2024   M V   693 09/03/2024 09/03/2024 Common Stock, par value $.01 per share 693 $ 0 0 D  
Relative Performance Stock Units $ 0 09/03/2024   M     6,422 09/03/2024 09/03/2024 Common Stock, par value $.01 per share 6,422 $ 79.75 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gaudette Robert J
804 CARNEGIE CENTER
PRINCETON, NJ 08540		       Exec VP, NRG Business  

Signatures

 Christine Zoino, by Power of Attorney   09/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person was issued 6,422 Relative Performance Stock Units (RPSUs) by NRG Energy, Inc. (NRG) under NRG's Amended and Restated Long-Term Incentive Plan (LTIP) that vested subject to certain performance conditions on September 3, 2024.
(2) In connection with the vesting of the RPSUs described above, an incremental 693 Dividend Equivalent Rights (DERs) vested. Each DER is the economic equivalent of one share of Common Stock.
(3) On September 3, 2021, the Reporting Person was issued 1,947 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's common stock, par value $.01. On September 3, 2024, 651 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 284 shares of common stock to satisfy the grantee's tax withholding obligation.
(4) In connection with the vesting of the RSUs described above, 70 DERs vested, resulting in the Reporting Person holding 1,342 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting Person's restricted stock units or relative performance stock units, which become exercisable proportionately with the restricted stock unite or relative performance stock units.
(5) The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of Common Stock for Relative Performance Stock Units (RPSUs) having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 2,800 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation.
(6) Conversion price not applicable.

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