NRG (NYSE: NRG) LS Power secondary stock sale and $300M buyback
Rhea-AI Filing Summary
NRG Energy is supporting a secondary public offering of 14,300,000 shares of its common stock by affiliates of LS Power at $164.00 per share, while also agreeing to repurchase $300 million of its own shares in a concurrent private transaction. The selling stockholders, not NRG, will receive the offering’s approximately $2,345,200,000 in gross proceeds, and have granted underwriters a 30-day option to buy up to 2,145,000 additional shares. NRG’s buyback is being executed under its existing share repurchase program and closed concurrently with the upsized offering.
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Insights
Large shareholder exit paired with sizable company buyback reshapes NRG’s equity base.
NRG Energy is facilitating a secondary sale of 14,300,000 shares by LS Power affiliates at $164.00 per share, for gross proceeds of about $2,345,200,000 to the selling stockholders. NRG is not issuing new shares, so the transaction does not raise primary capital.
Alongside the sale, NRG agreed to a $300 million share repurchase from the same holders at the public offering price, under its existing buyback program. This pairing reduces LS Power’s stake while partially offsetting market float changes. Actual long-term effects depend on future trading and capital allocation decisions.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
Secondary Offering
On March 2, 2026, NRG Energy, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lightning Power Holdings, LLC, Thunder Generation, LLC, and CCS Power Holdings, LLC (collectively, the “Selling Stockholders”) and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”) pursuant to which, among other things, the Selling Stockholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholders, 14,300,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) in a registered public offering (the “Offering”). Additionally, the Selling Stockholders granted the Underwriters a 30-day option to purchase an additional 2,145,000 shares of Common Stock. The Company did not receive any of the proceeds from the sale of the Common Stock in the Offering. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and other customary obligations of the parties, termination and indemnity provisions.
Additionally, in connection with the Offering, the Selling Stockholders entered into a lock-up agreement with the Underwriters with respect to the remaining 8,120,731 shares not sold in the Offering or repurchased by the Company pursuant to the Share Repurchase (defined below) for a 45-day period beginning the date of the Underwriting Agreement (the “Offering Lock-Up”).
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and the terms of which are incorporated herein by reference.
White & Case LLP has issued an opinion, dated March 4, 2026, regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1 hereto.
Registration Rights Agreement and Lock-up Waiver
As previously disclosed, the Selling Stockholders acquired 24,250,000 shares of Common Stock (the “LSP Shares”) from us on January 30, 2026 as part of the consideration in connection with the consummation of the transactions contemplated by that certain Purchase and Sale Agreement, dated as of May 12, 2025, by and among the Company, NRG East Generation Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of NRG, NRG Texas LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of NRG, NRG Demand Response Holdings LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of NRG, NRG Gas Development Company, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of NRG, Lightning Power Holdings, LLC, a Delaware limited liability company, Thunder Generation, LLC, a Delaware limited liability company, CCS Power Holdings, LLC, a Delaware limited liability company, and Linebacker Power Development Funding, LLC, a Delaware limited liability company (the “LSP Transaction”).
At the closing of the LSP Transaction, the Company entered into a Registration Rights Agreement, pursuant to which the Company agreed to file a shelf registration statement registering for resale the LSP Shares, which was filed with the Securities and Exchange Commission on February 2, 2026. Additionally, all of the LSP Shares were subject to a lock-up period beginning on the LSP Transaction closing date and ending six (6) months after the closing of the LSP Transaction (July 30, 2026), during which the Selling Stockholders agreed to not transfer their shares, subject to certain exceptions set forth in the Registration Rights Agreement. In connection with the Offering, the Company has waived the lock-up under the Registration Rights Agreement with respect to all the LSP Shares. As disclosed above, the LSP Shares that were not sold in the Offering or repurchased by the Company in the Share Repurchase are subject to the Offering Lockup.
| Item 8.01 | Other Events |
Share Repurchase
On February 27, 2026, the Company entered into a stock purchase agreement with the Selling Stockholders for the repurchase of 1,829,269 shares of Common Stock from the Selling Stockholders, in a privately negotiated transaction at a per share price equal to the public offering price in the Offering (the “Share Repurchase”) for a total payment of approximately $300 million. The Share Repurchase was made pursuant to the Company’s previously announced share repurchase program. The Share Repurchase closed concurrently with the Offering on March 4, 2026.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 2, 2026, by and among NRG Energy, Inc., Lightning Power Holdings, LLC, Thunder Generation, LLC, CCS Power Holdings, LLC, and Barclays Capital Inc. and Citigroup Global Markets Inc. | |
| 5.1 | Opinion of White & Case LLP | |
| 99.1 | Launch Press Release | |
| 99.2 | Pricing Press Release | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the IXBRL document. | |
SIGNATURES
Pursuant to the requirements 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.
| Dated: March 4, 2026 | NRG Energy, Inc. | |
| (Registrant) | ||
| By: | /s/ Christine A. Zoino | |
| Christine A. Zoino | ||
| Corporate Secretary | ||
Exhibit 99.1
NRG Energy Announces Launch of Secondary Common Stock Offering
HOUSTON—March 2, 2026—NRG Energy, Inc. (NYSE: NRG) announced today the launch of an underwritten public offering of 12,300,000 shares of its common stock held by certain affiliates of LS Power (the “Selling Stockholders”), subject to market and other conditions (the “Secondary Offering”). These shares are part of the consideration the Selling Stockholders received from NRG in connection with the recently closed acquisition of the LS Power portfolio entities on January 30, 2026. NRG will not receive any proceeds from the sale of the shares by the Selling Stockholders. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 1,845,000 shares of common stock.
Barclays and Citigroup are acting as joint book-running managers for the Secondary Offering.
In addition, NRG has entered into a stock purchase agreement with the Selling Stockholders to repurchase $300 million of its common stock in a private transaction at the price per share equal to the public offering price (the “Share Repurchase”). The Share Repurchase will be made pursuant to NRG’s existing stock repurchase program approved by its Board of Directors. The closing of the Share Repurchase is expected to be concurrent with the closing of the Secondary Offering. The completion of the Share Repurchase is conditioned upon the completion of the Secondary Offering, and subject to customary closing conditions. The completion of the Secondary Offering is not conditioned upon the completion of the Share Repurchase.
Copies of the prospectus supplement and the related base prospectus for the Secondary Offering, when available, may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at barclaysprospectus@broadridge.com, and Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).
The common stock will be sold pursuant to an effective automatic shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Secondary Offering may only be made by means of a prospectus supplement and related base prospectus.
About NRG
NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future.
Safe Harbor
This news release contains “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NRG does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on current beliefs of management as well as assumptions made by, and information currently available to, management. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “should,” “forecasts,” “targets,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG’s control, that may cause NRG’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the registration statement, prospectus and prospectus supplement relating to the Secondary Offering and its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. NRG undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.
Media
NRGMediaRelations@nrg.com
Investors
Brendan Mulhern
609.524.4767
Investor.relations@nrg.com
Exhibit 99.2
NRG Energy Announces Pricing of Upsized Secondary Common Stock Offering
HOUSTON—March 2, 2026—NRG Energy, Inc. (NYSE: NRG) announced today the pricing of an underwritten public offering of 14,300,000 shares of its common stock (the “Secondary Offering”) held by certain affiliates of LS Power (the “Selling Stockholders”) at a price of $164.00 per share, for total gross proceeds to the Selling Stockholders of approximately $2,345,200,000, before deducting underwriting discounts and commissions. These shares were part of the consideration the Selling Stockholders received from NRG in connection with the recently closed acquisition of the LS Power portfolio entities on January 30, 2026. NRG will not receive any proceeds from the sale of the shares by the Selling Stockholders. The Secondary Offering is expected to close on March 4, 2026, subject to customary closing conditions. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 2,145,000 shares of common stock.
Barclays and Citigroup are acting as joint book-running managers for the Secondary Offering. J.P. Morgan and RBC Capital Markets are also acting as bookrunners, and BMO Capital Markets, Mizuho, MUFG, Scotiabank and SMBC Nikko are acting as co-managers for the Secondary Offering.
In addition, NRG has entered into a stock purchase agreement with the Selling Stockholders to repurchase $300 million of its common stock in a private transaction at the price per share equal to the public offering price (the “Share Repurchase”). The Share Repurchase is being made pursuant to NRG’s existing stock repurchase program approved by its Board of Directors. The Share Repurchase is expected to close concurrently with the Secondary Offering on March 4, 2026. The completion of the Share Repurchase is conditioned upon the completion of the Secondary Offering, and subject to customary closing conditions. The completion of the Secondary Offering is not conditioned upon the completion of the Share Repurchase.
The common stock will be sold pursuant to an effective automatic shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission. Copies of the prospectus supplement and the related base prospectus for the Secondary Offering may be obtained from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-888-603-5847 or by e-mail at barclaysprospectus@broadridge.com, and Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Secondary Offering may only be made by means of a prospectus supplement and related base prospectus.
About NRG
NRG is a leading provider of electricity, natural gas, and smart home solutions to eight million customers across North America. The company operates a customer-first platform supported by a diversified supply strategy and the safe, reliable operation of approximately 25 GW of power generation. NRG plays a meaningful role in competitive energy markets and our innovative team is creating the flexible and affordable solutions that households and large businesses need today and in the future.
Safe Harbor
This news release contains “forward-looking” statements, as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. These statements discuss potential risks and uncertainties and, therefore, actual results may differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NRG does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements may include, without limitation, statements relating to goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NRG, based on current beliefs of management as well as assumptions made by, and information currently available to, management. The words “believes,” “projects,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “should,” “forecasts,” “targets,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond NRG’s control, that may cause NRG’s actual results, performance and achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Information concerning these risks and uncertainties and other factors can be found in NRG’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the registration statement, prospectus and prospectus supplement relating to the Secondary Offering and its reports on Forms 10-K, 10-Q and 8-K, each of which can be obtained free of charge on the SEC’s web site at http://www.sec.gov. NRG undertakes no obligation to update or revise any forward-looking statement unless required by applicable law.
Media
NRGMediaRelations@nrg.com
Investors
Brendan Mulhern
609.524.4767
Investor.relations@nrg.com