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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
NRG ENERGY, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
03/04/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Lightning Power Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,371,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,371,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,371,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.00 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Pursuant to the Voting Trust Agreement (discussed below), Lightning Power Holdings, LLC deposited 2,589,007 shares of Common Stock in the Trust (as defined below) and granted to the Trustee (as defined below), subject to certain exceptions, voting rights with respect to such shares. As a result, the Trustee has the right to direct the voting of such shares of Common Stock beneficially owned by Lightning Power Holdings, LLC.
(2) The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the Securities and Exchange Commission ("SEC") on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Fund III Lightning Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,371,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,371,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,371,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.00 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Pursuant to the Voting Trust Agreement, Lightning Power Holdings, LLC deposited 2,589,007 shares of Common Stock in the Trust and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. As a result, the Trustee has the right to direct the voting of such shares of Common Stock (a) beneficially owned by Lightning Power Holdings, LLC and (b) indirectly held by Fund III Lightning Holdings, LLC, who may be deemed to share the right to direct the disposition of all such shares.
(2) The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the SEC on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Granite Energy, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,371,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,371,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,371,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.00 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Pursuant to the Voting Trust Agreement, Lightning Power Holdings, LLC deposited 2,589,007 shares of Common Stock in the Trust and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. As a result, the Trustee has the right to direct the voting of such shares of Common Stock (a) beneficially owned by Lightning Power Holdings, LLC and (b) indirectly held by Granite Energy, LLC, who may be deemed to share the right to direct the disposition of all such shares.
(2) The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the SEC on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Granite Energy Holdings, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,371,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,371,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,371,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.00 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Pursuant to the Voting Trust Agreement, Lightning Power Holdings, LLC deposited 2,589,007 shares of Common Stock in the Trust and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. As a result, the Trustee has the right to direct the voting of such shares of Common Stock (a) beneficially owned by Lightning Power Holdings, LLC and (b) indirectly held by Granite Energy Holdings, LLC, who may be deemed to share the right to direct the disposition of all such shares.
(2) The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the SEC on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
LS Power Equity Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,371,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,371,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,371,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.00 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) Pursuant to the Voting Trust Agreement, Lightning Power Holdings, LLC deposited 2,589,007 shares of Common Stock in the Trust and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. As a result, the Trustee has the right to direct the voting of such shares of Common Stock (a) beneficially owned by Lightning Power Holdings, LLC and (b) indirectly held by LS Power Equity Partners III, L.P., who may be deemed to share the right to direct the disposition of all such shares.
(2) The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the SEC on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
LS Power Partners III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,371,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,371,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,371,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.00 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) Pursuant to the Voting Trust Agreement, Lightning Power Holdings, LLC deposited 2,589,007 shares of Common Stock in the Trust and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. As a result, the Trustee has the right to direct the voting of such shares of Common Stock (a) beneficially owned by Lightning Power Holdings, LLC and (b) indirectly held by LS Power Partners III, L.P., who may be deemed to share the right to direct the disposition of all such shares.
(2) The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the SEC on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
LS Power Fund III G.P., LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,371,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,371,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,371,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.00 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Pursuant to the Voting Trust Agreement, Lightning Power Holdings, LLC deposited 2,589,007 shares of Common Stock in the Trust and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. As a result, the Trustee has the right to direct the voting of such shares of Common Stock (a) beneficially owned by Lightning Power Holdings, LLC and (b) indirectly held by LS Power Fund III G.P., LLC, who may be deemed to share the right to direct the disposition of all such shares.
(2) The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the SEC on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
LS Power Equity Advisors, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,120,731.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,120,731.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,120,731.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.82 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) Pursuant to the Voting Trust Agreement, Lightning Power Holdings, LLC and the other Sellers (as defined below), deposited 2,589,007 and 710,993 shares of Common Stock, respectively, in the Trust and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. As a result, the Trustee has the right to direct the voting of such shares of Common Stock held indirectly by LS Power Equity Advisors, LLC, who may be deemed to share the right to direct the disposition of all such shares.
(2) The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the SEC on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
David Nanus
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,120,731.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,120,731.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,120,731.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.82 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) Pursuant to the Voting Trust Agreement, Lightning Power Holdings, LLC and the other Sellers, deposited 2,589,007 and 710,993 shares of Common Stock, respectively, in the Trust and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. As a result, the Trustee has the right to direct the voting of such shares of Common Stock deemed held indirectly by Mr. Nanus, President of LS Power Equity Advisors, LLC, who may be deemed to share the right to direct the disposition of all such shares.
(2) The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the SEC on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NRG ENERGY, INC.
(b)
Address of issuer's principal executive offices:
910 Louisiana Street, Houston, TX, 77002
Item 2.
(a)
Name of person filing:
This statement is being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"):
Lightning Power Holdings, LLC, a Delaware limited liability company
Fund III Lightning Holdings, LLC, a Delaware limited liability company
Granite Energy, LLC, a Delaware limited liability company
Granite Energy Holdings, LLC, a Delaware limited liability company
LS Power Equity Partners III, L.P., a Delaware limited partnership
LS Power Partners III, L.P., a Delaware limited partnership
LS Power Fund III G.P., LLC, a Delaware limited liability company
LS Power Equity Advisors, LLC, a Delaware limited liability company and SEC-registered investment adviser.
David Nanus
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 250 W 55th Street, 31st Floor, New York, New York 10019.
(c)
Citizenship:
Each of the Reporting Persons that are entities are organized under the laws of the State of Delaware. David Nanus is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
629377508
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 9 and 11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each Reporting Person.
On March 4, 2026 Lightning Power Holdings, LLC ("Lightning") and Thunder Generation, LLC, and CCS Power Holdings, LLC (together the "Other Holders") sold an aggregate 14,300,000 shares (11,219,029 and 3,080,971 shares, by Lightning and the Other Holders respectively), of Common Stock at a public offering price of $164 per share in an underwritten registered secondary offering (the "Secondary Offering"). In addition, on March 4, 2026, the Issuer repurchased 1,829,269 aggregate shares of Common Stock (1,435,148 and 394,120 shares from Lightning and the Other Holders, respectively), in a privately negotiated transaction (the "Share Repurchase"), at a price equal to the $164 per share public offering price in the Secondary Offering. In connection with the Secondary Offering, Lightning and the Other Holders granted the underwriters an option to purchase up to 2,145,000 additional shares of Common Stock, which option has not yet been exercised.
LS Power Equity Advisors, LLC is the investment advisor to LS Power Equity Partners III, L.P., which may be deemed to beneficially own the shares held by Lightning. LS Power Equity Advisors, LLC, is the investment advisor to LS Power Equity Partners IV L.P., which may be deemed to beneficially own the shares held by the Other Holders. David Nanus is the President of LS Power Equity Advisors, LLC. As a result, each of LS Power Equity Advisors, LLC and Mr. Nanus may be deemed to share beneficial ownership of the shares held by Lightning and the Other Holders. Mr. Nanus disclaims beneficial ownership of all such shares.
The number of securities reported as beneficially owned herein includes 2,589,007 shares owned by Lightning and includes 710,993 shares owned by the Other Sellers, representing an aggregate of 3,300,000 shares, that have been deposited in a voting trust ("Voting Trust") pursuant to the Amended and Restated Voting Trust Agreement (the "Voting Trust Agreement") dated January 30, 2026, among Wilmington Savings Fund Society, FSB (the "Trustee"), Lightning, the Other Sellers, and the Issuer. None of the shares included in the Secondary Offering were held in the Voting Trust.
(b)
Percent of class:
The information required by Item 4(b) is set forth in Rows 9 and 11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each Reporting Person.
The percent of class represented by the amount in Row (11) is based on 212,376,200 shares outstanding after the completion of the secondary offering of the Issuer's Common Stock and the Share Repurchase (as defined herein), as reported in the Issuer's Prospectus, dated March 2, 2026, filed with the SEC on March 3, 2026 (without giving effect to the underwriters' option to purchase additional shares of Common Stock).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Lightning Power Holdings, LLC
Signature:
/s/ Jeffrey Wade
Name/Title:
Jeffrey Wade/Chief Compliance Officer
Date:
03/04/2026
Fund III Lightning Holdings, LLC
Signature:
/s/ Jeffrey Wade
Name/Title:
Jeffrey Wade/Chief Compliance Officer
Date:
03/04/2026
Granite Energy, LLC
Signature:
/s/ Jeffrey Wade
Name/Title:
Jeffrey Wade/Chief Compliance Officer
Date:
03/04/2026
Granite Energy Holdings, LLC
Signature:
/s/ Jeffrey Wade
Name/Title:
Jeffrey Wade/Chief Compliance Officer
Date:
03/04/2026
LS Power Equity Partners III, L.P.
Signature:
/s/ Jeffrey Wade
Name/Title:
Jeffrey Wade/Chief Compliance Officer
Date:
03/04/2026
Signature:
/s/ LS Power Partners III, L.P.
Name/Title:
LS Partners III L.P./its general partner
Date:
03/04/2026
Signature:
/s/ LS Power Fund III G.P., LLC
Name/Title:
LS Power Fund III G.P., LLC/its general partner
Date:
03/04/2026
LS Power Partners III, L.P.
Signature:
/s/ Jeffrey Wade
Name/Title:
Jeffrey Wade/Chief Compliance Officer
Date:
03/04/2026
Signature:
/s/ LS Power Fund III G.P., LLC
Name/Title:
LS Power Fund III G.P., LLC/its general partner
Date:
03/04/2026
LS Power Fund III G.P., LLC
Signature:
/s/ Jeffrey Wade
Name/Title:
Jeffrey Wade/Chief Compliance Officer
Date:
03/04/2026
LS Power Equity Advisors, LLC
Signature:
/s/ Jeffrey Wade
Name/Title:
Jeffrey Wade/Chief Compliance Officer
Date:
03/04/2026
David Nanus
Signature:
/s/ David Nanus
Name/Title:
David Nanus
Date:
03/04/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement dated February 6, 2026 (incorporated by reference to Exhibit 99.1 to Schedule 13G filed with the Securities and Exchange Commission on February 6, 2026.
What shares did Lightning Power and related entities report for NRG (NRG)?
They reported shared voting/dispositive power over 6,371,100 and 8,120,731 shares. The filing lists 6,371,100 for several entities and 8,120,731 for LS Power Equity Advisors, LLC and David Nanus, with percentages of 3.00% and 3.82% based on 212,376,200 shares outstanding.
How many NRG shares were sold in the secondary offering and at what price?
An aggregate of 14,300,000 shares were sold at $164 per share. The filing states Lightning sold 11,219,029 shares and the Other Holders sold 3,080,971 shares in the underwritten registered secondary offering completed on March 4, 2026.
Did NRG repurchase any shares in connection with the offering?
Yes — the issuer repurchased 1,829,269 shares at $164 per share. The repurchase was a privately negotiated transaction executed on March 4, 2026, with 1,435,148 shares repurchased from Lightning and 394,120 shares from the Other Holders.
How many shares were placed into the Voting Trust and what effect does it have?
3,300,000 shares were deposited in the Voting Trust. Lightning contributed 2,589,007 shares and the Other Sellers contributed 710,993 shares under the Amended and Restated Voting Trust Agreement dated January 30, 2026, giving the Trustee the right to direct the voting of those shares, subject to exceptions.
On what share count are the percentage ownership figures based?
Percentages are based on 212,376,200 shares outstanding. That share count reflects the outstanding common stock after completion of the secondary offering and the Share Repurchase, as reported in the issuer's Prospectus dated March 2, 2026, filed March 3, 2026.
