LS Power entities trim NRG (NRG) stake with 16.1M-share sale and buyback

Rhea-AI Filing Summary

NRG ENERGY, INC. disclosed that entities associated with LS Power completed large secondary sales of its common stock. Lightning Power Holdings, LLC, Thunder Generation LLC, and CCS Power Holdings, LLC sold an aggregate 16,129,269 shares of NRG common stock at $164 per share in open‑market transactions, including a secondary offering that closed on March 4, 2026, under an underwriting agreement with Barclays Capital Inc. and Citibank Global Markets Inc. The filing also notes that, on March 4, 2026, these selling stockholders sold additional NRG shares to the company itself at $164 per share under a stock repurchase agreement. The reporting person, David Nanus, is president of LS Power Equity Advisors, LLC and may be deemed to share voting and investment power over these holdings but disclaims beneficial ownership.

Insights

Equity ownership analyst

Large LS Power–linked secondary sale and issuer repurchase reshapes NRG’s holder base.

Entities tied to LS Power, including Lightning Power Holdings, LLC, Thunder Generation LLC, and CCS Power Holdings, LLC, sold 16,129,269 shares of NRG Energy common stock at $164 per share. Part of this was a marketed secondary offering that closed on March 4, 2026 under an underwriting agreement with Barclays Capital Inc. and Citibank Global Markets Inc.

The same selling stockholders also transferred shares back to NRG at $164 per share under a stock repurchase agreement dated February 27, 2026. This combination of a secondary sale and issuer repurchase can shift ownership from LS Power–related entities toward other investors and modestly increase per‑share exposure for remaining holders, though the filing does not quantify overall shares outstanding.

Footnotes explain that LS Power Equity Advisors, LLC is the investment adviser to the selling entities and that reporting person David Nanus, its president, may be deemed to share voting and investment power but disclaims beneficial ownership. Future filings may clarify any further changes in holdings by these entities or NRG’s buyback activities.

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

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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^*

Nanus David

(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 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 is the President of LSP Advisors.

4. The reporting person, through his 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 reporting person disclaims beneficial ownership of such shares.

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
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FAQ

What insider-related share sale was reported for NRG (NRG)?

The filing reports that LS Power‑affiliated entities sold 16,129,269 shares of NRG common stock. These were open‑market transactions at $164 per share, including a marketed secondary offering that closed on March 4, 2026 under an underwriting agreement.

Who actually sold the NRG shares in this Form 4 filing for NRG (NRG)?

The shares were sold by Lightning Power Holdings, LLC, Thunder Generation LLC, and CCS Power Holdings, LLC. These LS Power‑related entities are described as the selling stockholders, with LS Power Equity Advisors, LLC acting as investment adviser to them.

At what price were the NRG (NRG) shares sold by the selling stockholders?

All reported sales occurred at $164 per share. This price applied both to the secondary offering completed under the underwriting agreement and to the additional shares sold to NRG itself under a separate stock repurchase agreement dated February 27, 2026.

What secondary offering involving NRG (NRG) is described in the Form 4?

The filing describes a secondary offering of NRG common stock by the selling stockholders pursuant to a March 2, 2026 underwriting agreement. Barclays Capital Inc. and Citibank Global Markets Inc. acted as underwriters, and the secondary offering closed on March 4, 2026.

Did NRG (NRG) repurchase any of its shares from the LS Power entities?

Yes. On March 4, 2026, the selling stockholders also sold shares of NRG common stock back to the company at $164 per share. This occurred under a stock repurchase agreement dated as of February 27, 2026 between NRG and the selling stockholders.

How is David Nanus connected to the NRG (NRG) share transactions?

David Nanus is president of LS Power Equity Advisors, LLC, the investment adviser to the selling stockholders. The filing states he may be deemed to share voting and investment power over their NRG shares but expressly disclaims beneficial ownership of those securities.

What does the NRG (NRG) Form 4 say about shares in the Project Hurricane Voting Trust?

The filing notes that NRG and the selling stockholders are parties to a voting trust agreement with Wilmington Savings Fund Society. Under this agreement, 3,300,000 NRG shares were deposited in the Project Hurricane Consideration Voting Trust 2026, granting the trustee specified voting rights.