NRG Energy, Inc.'s SEC filings document operating results, capital-structure actions, governance matters, and shareholder voting for a North American energy company that provides electricity, natural gas, smart home solutions, and power generation. Recent Form 8-K reports furnish quarterly results and guidance materials, record senior secured and senior unsecured note issuances, and describe tender offers, consent solicitations, guarantees, collateral terms, and related indenture amendments involving NRG and its subsidiaries.
The company's proxy and governance filings cover director elections, executive compensation and employment arrangements, board succession, annual meeting proposals, and final voting results. Other filings identify NRG common stock registered on the New York Stock Exchange and NYSE Texas and document secondary offering agreements and material definitive agreements affecting ownership and financing.
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.
NRG Energy, Inc. is registering for resale 14,300,000 shares of its common stock by selling stockholders, with an underwriter option for an additional 2,145,000 shares. The offering is a resale by the Selling Stockholders; NRG will receive no proceeds from the resale.
The prospectus supplement states a public offering price of $164.00 per share and underwriting discounts of $3.3185 per share. Concurrently, NRG has entered a Stock Purchase Agreement to repurchase $300 million of its common stock at the public offering price, subject to customary conditions and conditioned on the completion of the offering. The offering contemplates approximately 212,376,200 shares outstanding immediately after the offering and the Share Repurchase, based on 214,205,469 shares outstanding as of February 27, 2026.
NRG Energy, Inc. files a prospectus supplement registering the resale of 24,250,000 shares of its common stock by the Selling Stockholders pursuant to a registration rights agreement.
The supplement states all shares are being sold by the Selling Stockholders; NRG will receive no proceeds. The supplement also describes a privately negotiated $300 million share repurchase expected to close concurrently at the public offering price, conditioned on completion of this offering. Shares outstanding were 214,205,469 as of February 27, 2026.
NRG Energy, Inc. filed an 8‑K to provide detailed historical and pro forma financial information for its acquisition of Lightning Power, Linebacker Power Funding, CCS Power Finance and related entities, a transaction that closed on January 30, 2026.
The filing adds audited 2025 financial statements for the acquired businesses and unaudited pro forma combined financial information for NRG as of and for the year ended December 31, 2025, reflecting the Transaction’s impact. Lightning Power, LLC reported 2025 total revenues of $2,114,727 thousand and net income of $207,725 thousand, with operating cash flow of $640,173 thousand and significant long‑term debt and derivative positions.
The new exhibits supersede and supplement earlier acquisition financials previously furnished, giving investors a fuller view of the acquired power generation portfolio’s scale, leverage and risk‑management activity before consolidation into NRG.
NRG Energy, Inc. filed its Form 10-K outlining a large, integrated retail power, gas and smart-home business serving about 8 million residential customers and major commercial clients across North America. As of December 31, 2025, NRG owned roughly 12 GW of competitive generation and sold 154 TWh of power and about 1.9 MMDth of natural gas.
On January 30, 2026, NRG completed the acquisition of the LSP Portfolio, adding 18 natural gas and dual-fuel plants totaling about 13 GW plus the CPower demand response platform. The company is also building three new ERCOT gas projects financed with low-interest Texas Energy Fund loans totaling roughly $1.15 billion.
The filing highlights NRG’s strategy to pair retail energy with owned generation, demand response and Vivint Smart Home’s 37 million connected devices to deepen customer relationships and support virtual power plants. It also details extensive U.S. regulatory, market design and environmental developments that could affect future capacity revenues, project economics and compliance costs.
NRG Energy reported strong full-year 2025 results while transforming its power portfolio. Revenue was $30.7 billion and GAAP net income was $864 million, down from $1.1 billion mainly due to non-cash mark-to-market hedge losses. Adjusted EBITDA rose to $4.1 billion and Adjusted EPS increased to $8.24 from $6.83, and Free Cash Flow before Growth reached $2.2 billion.
The company completed the acquisition of 13 GW of gas and dual-fuel generation assets plus CPower from LS Power, effectively doubling its generation capacity and expanding demand response capabilities. It closed $1.15 billion of low-interest Texas Energy Fund financing to support 1.5 GW of new Texas projects, with the first unit expected online in June 2026.
NRG returned $1.6 billion to shareholders in 2025 through $1.3 billion of share repurchases and $344 million of dividends, funded in part by issuing $4.9 billion of new notes and other debt activity. Total liquidity increased to $9.6 billion at year-end. For 2026, NRG reaffirmed guidance with Adjusted EBITDA of $5.3–$5.8 billion, Adjusted EPS of $7.90–$9.90, and Free Cash Flow before Growth of $2.8–$3.3 billion.
NRG Energy director Sanjay Kapoor reported receiving 1,453 Deferred Stock Units on 02/09/2026 under NRG Energy, Inc.'s Amended and Long Term Incentive Plan. The transaction is coded as an acquisition at a price of $0.0000 per unit.
Each Deferred Stock Unit is equal in value to one share of NRG Energy common stock. Kapoor will receive one share of common stock for each unit he owns when his service on NRG Energy's Board of Directors ends. After this grant, he beneficially owns 1,453 shares directly.
NRG Energy director Sanjay Kapoor filed an initial ownership report stating he holds no company securities. The Form 3 identifies him as a director of NRG Energy, Inc. and explicitly notes that no securities are beneficially owned.
NRG Energy filed an initial ownership report for investor David Nanus showing significant indirect holdings in its common stock. The filing lists 20,950,000 shares of NRG common stock indirectly held through LS Power-related entities and 3,300,000 shares held indirectly by a voting trust.
Entities including Lightning Power Holdings, Thunder Generation, and CCS Power Holdings hold shares for LS Power funds advised by LS Power Equity Advisors, where Nanus serves as President. Through these roles he may be deemed to share voting and investment power over these shares but expressly disclaims beneficial ownership.
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.