LS Power entities cut NRG (NRG) stake with 16.1M-share sale at $164

Rhea-AI Filing Summary

NRG Energy disclosed that investment adviser LS Power Equity Advisors, LLC, through affiliated entities, reported net open‑market sales of 16,129,269 shares of NRG common stock at $164 per share. The shares were sold by Lightning Power Holdings, Thunder Generation and CCS Power Holdings in a secondary offering and a concurrent stock repurchase by NRG that both closed on March 4, 2026.

Following these transactions, LS Power‑affiliated entities reported indirect ownership of 4,820,731 shares, and 3,300,000 NRG shares were placed into a voting trust granting a trustee specified voting rights under a Project Hurricane Consideration Voting Trust 2026 agreement.

Insights

Equity ownership and capital markets analyst

Large LS Power–related secondary sale reshapes NRG shareholder mix.

The filing shows LS Power–affiliated entities sold a combined 16,129,269 NRG shares at $164 per share via a secondary offering and a repurchase by NRG Energy. These are indirect holdings where LS Power Equity Advisors acts as investment adviser and may share voting and investment power.

After closing on March 4, 2026, LS Power–related entities reported 4,820,731 shares still held and deposited 3,300,000 shares into a voting trust with an independent trustee receiving voting rights subject to defined exceptions. This structure centralizes voting on a significant block while reducing the selling stockholders’ direct stake.

Insider Trade Summary

Net Seller: 16,129,269 shares ($2,645,200,116)

Net Sell 3 txns

Insider LS Power Equity Advisors, LLC

Role 10% Owner

Sold 16,129,269 shs ($2.65B)

Type	Security	Shares	Price	Value
Sale	Common stock, par value $0.01 per share	14,300,000	$164.00	$2.35B
Sale	Common stock, par value $0.01 per share	1,829,269	$164.00	$300.00M
holding	Common stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Common stock, par value $0.01 per share — 6,650,000 shares (Indirect, See Footnotes)

Footnotes (1)

1. These shares were sold by Lightning Power Holdings, LLC, Thunder Generation LLC, and CCS Power Holdings, LLC (the Selling Stockholders) pursuant to an underwriting agreement dated March 2. 2026, among the Selling Stockholders, the Issuer, Barclays Capital Inc. and Citibank Global Markets Inc., at a price per share of $164, before underwriting discounts and commissions (the Secondary Offering). The Secondary Offering closed on March 4, 2026. Also on March 4, 2026, the Selling Stockholders sold shares of the Issuer's Common Stock at a price of $164 to the Issuer pursuant to a Stock Repurchase Agreement dated as of February 27, 2026. 3,782,093, 799,282, and 239,356 shares are held directly by Lightning Power Holdings, LLC, Thunder Generation LLC, and CCS Power Holdings, LLC, respectively. The reporting person is the investment advisor to the LS Power entities who may be deemed to beneficially own the securities held by the Selling Stockholders is LS Power Equity Advisors, LLC (LSP Advisors). 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. The Issuer and the Selling Stockholders are parties to an Amended and Restated Voting Trust Agreement with Wilmington Savings Fund Society, FSB (the Trustee), pursuant to which the Selling Stockholders deposited 3,300,000 shares of Common Stock 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. 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 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 $0.01 per share	03/04/2026		S		14,300,000(1)	D	$164	6,650,000	I	See Footnotes(3)(4)
Common stock, par value $0.01 per share	03/04/2026		S		1,829,269(2)	D	$164	4,820,731	I	See Footnotes(3)(4)
Common stock, par value $0.01 per share								3,300,000	I	See Footnote(5)

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. These shares were sold by Lightning Power Holdings, LLC, Thunder Generation LLC, and CCS Power Holdings, LLC (the Selling Stockholders) pursuant to an underwriting agreement dated March 2. 2026, among the Selling Stockholders, the Issuer, Barclays Capital Inc. and Citibank Global Markets Inc., at a price per share of $164, before underwriting discounts and commissions (the Secondary Offering). The Secondary Offering closed on March 4, 2026.

2. Also on March 4, 2026, the Selling Stockholders sold shares of the Issuer's Common Stock at a price of $164 to the Issuer pursuant to a Stock Repurchase Agreement dated as of February 27, 2026.

3. 3,782,093, 799,282, and 239,356 shares are held directly by Lightning Power Holdings, LLC, Thunder Generation LLC, and CCS Power Holdings, LLC, respectively. The reporting person is the investment advisor to the LS Power entities who may be deemed to beneficially own the securities held by the Selling Stockholders is LS Power Equity Advisors, LLC (LSP Advisors).

4. 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.

5. The Issuer and the Selling Stockholders are parties to an Amended and Restated Voting Trust Agreement with Wilmington Savings Fund Society, FSB (the Trustee), pursuant to which the Selling Stockholders deposited 3,300,000 shares of Common Stock 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.

	/s/ Jeffrey Wade, Attorney-in-Fact for David Nanus	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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

How many NRG (NRG) shares did LS Power–related entities sell?

LS Power–related entities reported selling 16,129,269 shares of NRG common stock. The transactions occurred at a price of $164 per share through a secondary offering and a concurrent stock repurchase that both closed on March 4, 2026.

At what price were the NRG shares sold in the LS Power secondary offering?

The NRG shares were sold at $164 per share. This price applied to shares sold by Lightning Power Holdings, Thunder Generation and CCS Power Holdings in the underwritten secondary offering and to additional shares sold to NRG under a stock repurchase agreement.

Who actually sold the NRG (NRG) shares associated with LS Power?

The sellers were Lightning Power Holdings, LLC, Thunder Generation LLC and CCS Power Holdings, LLC. LS Power Equity Advisors, LLC is the investment adviser to these entities and may be deemed to share beneficial ownership and voting and investment power over their NRG holdings.

How many NRG shares do LS Power–affiliated entities report owning after the sale?

After the transactions, LS Power–affiliated entities reported indirect ownership of 4,820,731 NRG shares. This figure reflects their remaining common stock positions following the 16,129,269‑share secondary sale and related stock repurchase that closed on March 4, 2026.

What is the NRG Project Hurricane Consideration Voting Trust 2026?

The Project Hurricane Consideration Voting Trust 2026 is a voting trust holding 3,300,000 NRG shares. Under a voting trust agreement, the selling stockholders deposited these shares and granted Wilmington Savings Fund Society, FSB, as trustee, specified voting rights over them, subject to defined exceptions.

Was there a stock repurchase by NRG Energy related to the LS Power sale?

Yes. On March 4, 2026, selling stockholders associated with LS Power also sold NRG common shares to NRG Energy at $164 per share. This transaction occurred under a Stock Repurchase Agreement dated February 27, 2026, alongside the underwritten secondary offering.