LS Power Equity Advisors details large NRG (NRG) indirect share holdings

Rhea-AI Filing Summary

LS Power Equity Advisors, LLC filed an initial ownership report as a 10% owner of NRG Energy, Inc. (NRG), disclosing significant indirect holdings of NRG common stock.

The filing shows 20,950,000 shares of common stock indirectly beneficially owned, with the interest tied to entities including Lightning Power Holdings, LLC; Thunder Generation LLC; and CCS Power Holdings, LLC. Lightning holds 16,436,270 shares, Thunder holds 3,473,534 shares, and CCS holds 1,040,196 shares of NRG common stock.

An additional 3,300,000 shares are reported as indirectly owned through a trust arrangement. Under an Amended and Restated Voting Trust Agreement, Lightning and the other seller entities deposited 2,589,007 and 710,993 shares, respectively, into the Project Hurricane Consideration Voting Trust 2026, granting voting rights over those shares to a trustee, subject to certain exceptions. LS Power Equity Advisors, through its advisory roles with LS Power funds, may be deemed to share voting and investment power over these LS Power-related holdings.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LS Power Equity Advisors, LLC

(Last) (First) (Middle)

250 W 55TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2026

3. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	20,950,000	I	See footnote(1)(3)
Common Stock	3,300,000	I	By trust(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 16,436,270, 3,473,534 and 1,040,196 shares of Common Stock of NRG Energy, Inc. (the Issuer) are held directly by Lightning Power Holdings, LLC, a Delaware limited liability company (Lightning); Thunder Generation LLC, a Delaware limited liability company (Thunder); and CCS Power Holdings, LLC, a Delaware limited liability company (CCS and together with Thunder, the Sellers), respectively. The reporting person is the investment advisor of LS Power Equity Partners III, L.P., a Delaware limited partnership (LSPEP III), who may be deemed to beneficially own the securities held by Lightning. The reporting person is also the investment advisor of LS Power Equity Partners IV, L.P., a Delaware limited partnership (LSPEP IV and together with Lightning, the Sellers, and LSPEP III, the LSP entities), who may be deemed to beneficially own the securities held by the Sellers.

2. The Issuer and Lightning and the Sellers entered into an Amended and Restated Voting Trust Agreement with Wilmington Savings Fund Society, FSB (the Trustee), pursuant to which Lightning and the Sellers deposited 2,589,007 and 710,993 shares of Common Stock, respectively, in the Project Hurricane Consideration Voting Trust 2026 (the Trust) and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares.

3. The reporting person, through its position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ LS Power Equity Advisors, LLC by Jeffrey Wade, as Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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FAQ

What did LS Power Equity Advisors report in its Form 3 for NRG (NRG)?

LS Power Equity Advisors reported significant indirect ownership of NRG common stock. It disclosed 20,950,000 shares held through LS Power-related entities and 3,300,000 shares held through a trust, reflecting its status as a 10% owner under SEC reporting rules.

How many NRG Energy shares are held by the LS Power-related entities?

The filing states Lightning Power Holdings holds 16,436,270 NRG shares, Thunder Generation holds 3,473,534 shares, and CCS Power Holdings holds 1,040,196 shares. LS Power Equity Advisors is the investment advisor to related funds that may be deemed to beneficially own these holdings.

What NRG shares are held in the Project Hurricane Consideration Voting Trust 2026?

Lightning and the seller entities deposited 2,589,007 and 710,993 NRG common shares, respectively, into the Project Hurricane Consideration Voting Trust 2026. Under the voting trust agreement, a trustee holds voting rights for these shares, subject to specified exceptions in the agreement.

How does LS Power Equity Advisors’ role create beneficial ownership in NRG (NRG)?

LS Power Equity Advisors is the investment advisor to LS Power Equity Partners III and IV funds. Because these funds are associated with entities holding NRG shares, LS Power Equity Advisors may be deemed to have or share beneficial ownership and voting and investment power over those NRG holdings.

Does LS Power Equity Advisors directly own NRG common stock?

The report describes LS Power Equity Advisors’ ownership as indirect and beneficial, tied to entities like Lightning Power Holdings, Thunder Generation, CCS Power Holdings, and a voting trust. The shares are held by these entities, with LS Power Equity Advisors connected through advisory relationships.

Why is LS Power Equity Advisors considered a 10% owner of NRG Energy?

The size of the indirectly held NRG common stock positions reported in the Form 3 causes LS Power Equity Advisors to be treated as a 10% owner. This status arises from its advisory role and deemed beneficial ownership of shares held by affiliated LS Power entities and the voting trust.