3 unchanged sentences
NRG's authorized capital stock consists of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock.
−Removed: A total of 25,000,000 shares of the Company's common stock are authorized for issuance under the NRG LTIP.
−Removed: For more information about the NRG LTIP, refer to Item 12 — S ecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters and Item 15 — Note 21, Stock-Based Compensation , to the Consolidated Financial Statements .
−Removed: As of January 31, 2023, there were 15,792 common stockholders of record.
−Removed: NRG increased the annual dividend to $1.40 from $1.30 per share beginning in the first quarter of 2022 and further increased the annual dividend by 8% to $1.51 per share beginning in the first quarter of 2023.
−Removed: NRG expects to target an annual dividend growth rate of 7-9% per share in subsequent years.
+Added: A total of 25,000,000 shares of the Company's common stock are authorized for issuance under the NRG LTIP, and a total of 17,500,000 shares of common stock are authorized for issuance under the Vivint LTIP.
+Added: For more information about the LTIPs, refer to Item 12 — S ecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters and Item 15 — Note 21, Stock-Based Compensation , to the Consolidated Financial Statements .
+Added: As of February 1, 2024, there were 15,102 common stockholders of record.
+Added: On June 22, 2023, the Company updated its capital allocation framework, and plans, after debt reduction, to return approximately 80% of excess cash to shareholders and invest 20% in growth initiatives.
+Added: The Company expects to return the capital to shareholders through share repurchases and dividends on its common stock.
+Added: Consistent with its capital allocation framework, in 2021, 2022 and 2023, the Company increased the annual dividend on its common stock to $1.30, $1.40 and $1.51 per share, respectively, representing an 8% increase each year.
+Added: The Company further increased the annual dividend by 8% to $1.63 per share beginning in the first quarter of 2024.
+Added: The long-term capital allocation policy targets an annual dividend growth rate of 7-9% per share.
Issuer Purchases of Equity Securities
+Added: NRG engages in share repurchase programs with the goal of returning excess cash to shareholders.
+Added: The share repurchase plan permits the execution of the plan through open-market purchases, private transactions, accelerated share repurchases and other similar transactions.
+Added: The timing, price and volume of repurchases is based on a number of factors, including available capital, market conditions, and compliance with associated laws and regulations.
+Added: On June 22, 2023, as part of the updated capital allocation framework, the Company announced that the Board of Directors has increased the share repurchase authorization of its common stock to $2.7 billion to be executed through 2025.
+Added: Through December 31, 2023, the Company completed $1.2 billion of share repurchases under the $2.7 billion authorization.
+Added: For further information regarding share repurchases, see Item 15 — Note 16 , Capital Structure in this Form 10-K.
The table below sets forth the information with respect to purchases made by or on behalf of NRG or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act) of NRG's common stock during the quarter ended December 31, 2023.
−Removed: For the three months ended December 31, 2022 Total Number of Shares Purchased Average Price Paid per Share (b)
−Removed: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a)(c)
+Added: For the three months ended December 31, 2023 Total Number of Shares Purchased Average Price Paid per Share (a)
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) (b)
(October 1, 2023 to October 31, 2023 3,732,657 $ 40.17 3,732,657 $ 2,500
−Removed: (November 1, 2022 to November 30, 2022, 823,175 $ 44.25 823,175 $ 354,437,274
−Removed: (December 1, 2022 to December 31, 2022) — $ — — $ 354,437,274
+Added: (November 1, 2023 to November 30, 2023) 4,494,224 (c) 4,494,224 $ 1,550
+Added: (December 1, 2023 to December 31, 2023) 13,181,918 (c) 13,181,918 $ 1,550
Total at December 31, 2023 21,408,799 21,408,799
−Removed: (a) On December 6, 2021, the Company announced that the Board of Directors had authorized $1 billion for share repurchases, as part of NRG’s Capital Allocation policy.
−Removed: The program began in December 2021 and is expected to be completed in 2023, subject to the availability of excess cash and full visibility of the achievement of the Company's 2023 targeted credit metrics
−Removed: (b) The average price paid per share excludes commissions of $0.02 per share paid in connection with the open market share repurchases
−Removed: (c) Includes commissions of $0.02 per share paid in connection with the open market share repurchases
+Added: (a) The average price paid per share excludes excise taxes and commissions per share paid in connection with the open market share repurchases
+Added: (b) Includes commissions of $0.015 per share paid in connection with the open market share repurchases
+Added: (c) Represents shares delivered under the November 6, 2023 ASR agreements.
+Added: The total number of shares delivered and the average price per share under the ASR agreements will be determined at the end of the ASR period which is expected to occur in March of 2024.
+Added: See Item 15—Note 16, Capital Structure for additional information on the ASR agreements
+Added: Director and Officer Trading Arrangements
+Added: The Company’s officers and directors are required to comply with the Company’s Securities Trading and Non-Disclosure Policy at all times, including during a share repurchase program.
+Added: The securities trading and non-disclosure policy, among other things, prohibits trading in the Company’s securities when in possession of material non-public information and restricts the ability of certain officers or directors from transacting in the Company’s securities during specific blackout periods, subject to certain limited exceptions, including transactions pursuant to a Rule 10b5-1 trading plan that complies with the conditions of Securities Exchange Act Rule 10b5-1.
+Added: The Company’s policy also requires officers and directors to obtain preclearance in advance of effecting any purchase, sale or other trading of Company stock.
+Added: See Item 9B — Other Information, for details of any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" by any director or officer of the Company during the three months ended December 31, 2023.
Stock Performance Graph
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.