Vanguard Capital Management (NRG) reports 15.85M shares, 7.38% stake

Rhea-AI Filing Summary

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.

Insights

Institutional Ownership Analyst

Large passive stake disclosed: 15.85M shares (7.38%) held through Vanguard entities.

Vanguard Capital Management reports beneficial ownership of 15,849,100 shares with sole dispositive power and limited sole voting power of 2,050,012 shares. The holding is recorded on behalf of Vanguard funds and client accounts per the filing.

Such Schedule 13G filings typically reflect investment-manager positions rather than a change in control intent; subsequent filings or voting disclosures would be required to show activism or strategy shifts.

Corporate Governance Specialist

Disclosure clarifies voting and dispositive split across Vanguard entities.

The filing distinguishes between dispositive power (full control to sell: 15,849,100 shares) and voting power (sole vote: 2,050,012 shares), which matters for board-vote influence calculations. The statement follows SEC Release No. 34-39538 attribution guidance.

Monitor future Forms 13D/13G amendments for any change in percent ownership or voting intent; timing not specified beyond the 03/31/2026 reference.

Key Figures

Shares beneficially owned: 15,849,100 shares Percent of class: 7.38% Sole voting power: 2,050,012 shares +1 more

4 metrics

Shares beneficially owned 15,849,100 shares as of 03/31/2026

Percent of class 7.38% percent of common stock

Sole voting power 2,050,012 shares shares with sole power to vote

Sole dispositive power 15,849,100 shares shares with sole power to dispose

Key Terms

Schedule 13G, Beneficial ownership, Dispositive power, Sole voting power

4 terms

Schedule 13G regulatory

"Schedule 13G showing beneficial ownership above 5%"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Beneficial ownership financial

"Amount beneficially owned: 15849100"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 15849100"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Sole voting power regulatory

"Sole power to vote or to direct the vote: 2050012"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 12:12 PM Learn about SEC filing dates

FAQ

What stake does Vanguard Capital Management report in NRG (NRG)?

Vanguard reports beneficial ownership of 15,849,100 shares, representing 7.38% of NRG's common stock as of 03/31/2026. The filing lists dispositive power over all reported shares and sole voting power over 2,050,012 shares.

Does Vanguard control votes for all the NRG shares it holds?

No. The filing shows Vanguard has sole dispositive power for 15,849,100 shares but sole voting power for 2,050,012 shares. Shared voting or dispositive power is reported as 0 in this filing.

What type of SEC filing did Vanguard file for its NRG position?

Vanguard filed a Schedule 13G, used by institutional investors to report passive or qualifying ownership above 5% without intent to influence control. The filing includes attribution language covering Vanguard-managed funds and client accounts.

Who signed the Schedule 13G for Vanguard's NRG holdings?

The filing is signed by Ashley Grim, Head of Global Fund Administration, with the signature date of 04/30/2026, certifying the ownership information provided in the filing.

Will this Schedule 13G change NRG's governance or control immediately?

No. A Schedule 13G is a disclosure of beneficial ownership; it does not itself change control. Any shift in voting intent or activist activity would typically be reflected in a different filing type or future amendments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NRG Energy Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

629377508

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 629377508

1

Names of Reporting Persons

Vanguard Capital Management

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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,050,012.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 15,849,100.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,849,100.00

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)

7.38 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

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: Vanguard Capital Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 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: 15849100
(b)	Percent of class: 7.38 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2050012
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 15849100
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Vanguard Capital Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
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 acquired and are held in the ordinary course of business and 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.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/30/2026