Nrg Energy Inc. SEC Filings

NRG Energy is asking stockholders to vote at its virtual 2026 annual meeting on ten director nominees, executive pay, ratification of KPMG as auditor, a new 2026 Long-Term Incentive Plan, and a stockholder proposal on special shareholder meetings, which the Board opposes.

The proxy highlights 2025 execution on strategy, including closing the LS Power acquisition of 18 natural gas plants totaling 13 GW, returning $1.65 billion to stockholders through $1.3 billion of share repurchases and $350 million of dividends, and securing low-cost financing for three Texas Energy Fund projects totaling 1.5 GW.

NRG reports serving about eight million customers, operating roughly 25 GW of generation, selling 154 TWh of electricity and 1,857 MMDth of natural gas in 2025, and achieving a 47% greenhouse gas reduction versus 2014, while reaffirming a net-zero 2050 goal and expanded sustainability governance.

The filing outlines governance practices such as annual director elections, majority voting in uncontested elections, proxy access, fully independent key committees, and a Board transition where CEO and Chair Lawrence Coben will step down on April 30, 2026, with President Robert Gaudette becoming CEO and director and Lead Independent Director Antonio Carrillo becoming Chair.

NRG Energy Executive VP and Chief Administrative Officer Virginia Kinney sold 5,000 shares of common stock in an open-market transaction at a weighted average price of $156.65 per share. After this sale, she directly holds 55,495 shares. The trades were executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 8, 2025, indicating the sales were scheduled in advance rather than timed discretionarily.

NRG filed a Form 144 to sell $783,194.05 aggregate value of 5,000 shares of Common stock through Raymond James & Associates on 03/16/2026.

The filing lists multiple lots acquired as compensation with acquisition dates and quantities: 10/15/2024 (unknown lot size shown), 09/30/2024 (536 shares), and 01/02/2024 (1,061 and 1,374 shares). The securities are identified with CUSIP 214677543 and the transaction is reported for execution on the NYSE.

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.

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.

Nine related reporting persons jointly filed an amendment to beneficial ownership reporting for NRG Energy, Inc. The filing shows certain LS Power-related entities and David Nanus report shared voting and dispositive power over 6,371,100 or 8,120,731 shares, representing 3.00% and 3.82% of the class respectively. The percentages are calculated on 212,376,200 shares outstanding after a registered secondary offering and a company share repurchase. On March 4, 2026, Lightning and other holders sold an aggregate 14,300,000 shares at $164 per share in a registered secondary offering; the issuer repurchased 1,829,269 shares at $164. An aggregate of 3,300,000 shares (2,589,007 and 710,993) were deposited in a Voting Trust under an Amended and Restated Voting Trust Agreement, granting the Trustee voting direction subject to exceptions.

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.