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, INC. director Alexander J. Pourbaix reported acquiring 31 shares of common stock as a grant, recorded at a price of $0.00 per share. Following this transaction, he directly holds 17,218 shares of NRG common stock.
The filing notes that the position includes dividend equivalent rights tied to deferred or restricted stock units, each economically equivalent to one NRG share, including 283 such dividend equivalent rights that vest proportionately with the related units.
Pruner Alexandra reported acquisition or exercise transactions in this Form 4 filing.
NRG Energy director Alexandra Pruner reported a stock award of 96 common shares on May 1, 2026. The shares were granted at a stated price of $0.00 per share and increased her direct holdings to 31,123 common shares. A separate line reflects 64 shares held indirectly through her spouse. A footnote explains that her holdings also include 3,370 dividend equivalent rights tied to deferred or restricted stock units, each economically equivalent to one share of NRG common stock.
NRG ENERGY, INC. director Marcie Zlotnik reported an acquisition of common stock through a compensation-related award. On May 1, 2026, she received 22 shares of NRG common stock at no cash cost, increasing her direct holdings to 7,270 shares.
According to the footnote, the award represents dividend equivalent rights that accrued on her deferred or restricted stock units. These rights become exercisable in step with the underlying units and may only be settled in NRG common stock. Each dividend equivalent right equals one share of NRG common stock, and the position includes 239 dividend equivalent rights.
NRG Energy EVP & CFO Bruce Chung reported equity awards that increase his stake in the company. On May 1, 2026, he acquired 57 shares of NRG common stock at no cost, bringing his direct holdings to 79,263 shares, reflecting dividend equivalent rights tied to prior deferred or restricted stock units.
On April 30, 2026, he was also granted 13,423 Relative Performance Stock Units (RPSUs) under NRG’s Long Term Incentive Plan. These RPSUs are linked to an equal number of underlying common shares and are scheduled to vest on April 30, 2029, subject to specified performance conditions.
Gaudette Robert J reported acquisition or exercise transactions in this Form 4 filing.
NRG ENERGY, INC. President & CEO Robert J. Gaudette reported equity compensation awards rather than market trades. He received a grant of 47 shares of common stock at no cost, bringing his direct holdings to 64,016 shares.
He was also issued 32,602 Relative Performance Stock Units on April 30, 2026 under NRG's Long Term Incentive Plan. These RPSUs are tied to NRG common stock and are scheduled to vest on April 30, 2029, subject to performance conditions.
NRG Energy, Inc. reported the results of its annual meeting of stockholders held on April 30, 2026. Stockholders elected all ten director nominees, each receiving a majority of votes cast, with support levels generally above 160 million votes for each candidate.
Stockholders approved an advisory resolution on executive compensation, with 161,705,353 votes for and 23,327,618 against. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, with 190,836,342 votes for and 7,590,890 against.
Stockholders approved the NRG Energy, Inc. 2026 Long-Term Incentive Plan, with 178,246,024 votes for and 6,777,642 against. They also approved a stockholder proposal to give shareholders the ability to call a special shareholder meeting, with 102,919,685 votes for and 82,121,166 against.
NRG Energy, Inc. filed an amended report to detail the employment agreement for incoming President and Chief Executive Officer Robert J. Gaudette and the transition and retirement arrangements for outgoing CEO Lawrence S. Coben.
Mr. Gaudette’s agreement, effective April 30, 2026, provides a $1,200,000 annual base salary, a target annual bonus equal to 125% of base salary, eligibility for long-term equity awards, and a 2026 supplemental grant of relative performance stock units with a target grant-date fair value of $5,072,285. He is entitled to severance payments if terminated without cause or for good reason, including cash based on multiples of salary and target bonus, prorated bonus for the year of termination, and COBRA premium reimbursements, along with non-competition, non-solicitation, and other restrictive covenants.
Dr. Coben’s transition and retirement agreement provides for service as a non-executive advisor from April 30, 2026 through January 4, 2027 (or later if agreed), with a $739,500 annualized base salary, continued benefit participation, a 2026 bonus opportunity with a $1,848,750 target prorated for his CEO service period, business expense reimbursement, and continued vesting of qualifying equity awards granted at least 12 months before April 30, 2026.
NRG Energy Inc reported a Schedule 13G showing Vanguard Capital Management beneficially owned 15,849,100 shares of common stock, equal to 7.38% of the class as of 03/31/2026. The filing shows Vanguard has sole dispositive power over all 15,849,100 shares and sole voting power over 2,050,012 shares. The statement clarifies ownership reflects holdings across Vanguard-managed funds and client accounts and is signed by Vanguard's Head of Global Fund Administration.
NRG Energy Inc reported that Vanguard Portfolio Management disclosed beneficial ownership of 11,371,848 shares of Common Stock, representing 5.30% of the class. The filing states Vanguard Portfolio Management has sole power to dispose of all 11,371,848 shares and sole voting power over 53,745 shares. The report is signed by Ashley Grim on 04/29/2026.
NRG Energy, Inc. completed a major refinancing that includes new notes and a term loan and advanced the planned retirement of subsidiary Lightning Power’s secured notes. The company issued $500 million of 4.955% senior secured first lien notes due 2031, along with $1,050 million of 5.875% senior notes due 2034 and $1,050 million of 6.125% senior notes due 2036, all guaranteed by key U.S. subsidiaries.
NRG also added a $900.0 million Incremental Term Loan B Facility under its credit agreement, maturing in 2033 and bearing interest at either the Alternate Base Rate plus 0.75% or Term SOFR plus 1.75%. NRG plans to use proceeds from the notes and term loan to repay revolving credit borrowings, fund Lightning’s tender offer for its 7.250% senior secured notes due 2032, cover fees and premiums, and for general corporate purposes, including other debt repurchases.
Lightning’s tender offer produced strong early participation: holders tendered about $1,495,054,000 of the $1,500 million 7.250% notes, or roughly 99.67% of the outstanding amount, by the Early Tender Deadline. Early tendering holders are eligible to receive total consideration of $1,063.75 per $1,000 principal, including a $50 early tender payment. Lightning has received sufficient consents to implement indenture covenant changes and release collateral, and has issued a notice of redemption for remaining notes at the tender offer consideration plus accrued interest, subject to conditions.