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LS Power-linked funds disclose 24.25M NRG shares (NYSE: NRG)

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

LS Power-affiliated investment entities disclosed a significant ownership stake in NRG Energy, Inc. common stock on a Schedule 13G. Lightning Power Holdings, LLC beneficially owns 19,025,277 shares, representing 8.86% of NRG’s common stock, based on 214,677,543 shares outstanding reported in a recent registration statement.

Through a chain of ownership involving Fund III Lightning Holdings, Granite Energy entities, and LS Power private equity funds, these entities may be deemed to share beneficial ownership of the Lightning Power stake. LS Power Equity Advisors, LLC and its president, David Nanus, may be deemed to beneficially own a total of 24,250,000 shares, or 11.30% of the class, including 5,224,723 shares held by other sellers advised by LS Power Equity Advisors.

A Voting Trust Agreement dated January 30, 2026 places 2,589,007 Lightning Power shares and 710,993 shares from other sellers into a trust, giving the trustee voting rights over 3,300,000 shares. The trustee must generally vote these shares in line with recommendations of NRG’s board or a designated board committee. The filing certifies that the securities were not acquired to change or influence control of NRG, other than in connection with director nomination activities permitted under applicable proxy rules.

Positive

  • None.

Negative

  • None.





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




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 214,677,543 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission ("SEC") on February 2, 2026.


SCHEDULE 13G




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 214,677,543 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 2, 2026.


SCHEDULE 13G




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 214,677,543 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 2, 2026.


SCHEDULE 13G




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 214,677,543 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 2, 2026.


SCHEDULE 13G




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 214,677,543 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 2, 2026.


SCHEDULE 13G




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 214,677,543 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 2, 2026.


SCHEDULE 13G




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 214,677,543 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 2, 2026.


SCHEDULE 13G




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 214,677,543 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 2, 2026.


SCHEDULE 13G




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 214,677,543 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Registration Statement on Form S-3 filed with the SEC on February 2, 2026.


SCHEDULE 13G



Lightning Power Holdings, LLC
Signature:/s/ Jeffrey Wade
Name/Title:Jeffrey Wade/Chief Compliance Officer
Date:02/06/2026
Fund III Lightning Holdings, LLC
Signature:/s/ Jeffrey Wade
Name/Title:Jeffrey Wade/Chief Compliance Officer
Date:02/06/2026
Granite Energy, LLC
Signature:/s/ Jeffrey Wade
Name/Title:Jeffrey Wade/Chief Compliance Officer
Date:02/06/2026
Granite Energy Holdings, LLC
Signature:/s/ Jeffrey Wade
Name/Title:Jeffrey Wade/Chief Compliance Officer
Date:02/06/2026
LS Power Equity Partners III, L.P.
Signature:/s/ Jeffrey Wade
Name/Title:Jeffrey Wade/Chief Compliance Officer
Date:02/06/2026
Signature:/s/ LS Power Partners III, L.P.
Name/Title:LS Partners III L.P./its general partner
Date:02/06/2026
Signature:/s/ LS Power Fund III G.P., LLC
Name/Title:LS Power Fund III G.P., LLC/its general partner
Date:02/06/2026
LS Power Partners III, L.P.
Signature:/s/ Jeffrey Wade
Name/Title:Jeffrey Wade/Chief Compliance Officer
Date:02/06/2026
Signature:/s/ LS Power Fund III G.P., LLC
Name/Title:LS Power Fund III G.P., LLC/its general partner
Date:02/06/2026
LS Power Fund III G.P., LLC
Signature:/s/ Jeffrey Wade
Name/Title:Jeffrey Wade/Chief Compliance Officer
Date:02/06/2026
LS Power Equity Advisors, LLC
Signature:/s/ Jeffrey Wade
Name/Title:Jeffrey Wade/Chief Compliance Officer
Date:02/06/2026
David Nanus
Signature:/s/ David Nanus
Name/Title:David Nanus
Date:02/06/2026
Exhibit Information

Exhibit 99.1 Joint Filing Agreement dated February 6, 2026. *Filed herewith.

FAQ

What ownership stake in NRG (NRG) do LS Power-affiliated entities report?

LS Power-affiliated entities report beneficial ownership of 24,250,000 NRG common shares, or 11.30% of the outstanding class. This total includes 19,025,277 shares held by Lightning Power Holdings, LLC and 5,224,723 shares held by other sellers advised by LS Power Equity Advisors, LLC.

How many NRG (NRG) shares does Lightning Power Holdings, LLC beneficially own?

Lightning Power Holdings, LLC beneficially owns 19,025,277 NRG common shares, equal to 8.86% of the class. That percentage is calculated using 214,677,543 shares outstanding reported in NRG’s Form S-3 registration statement filed with the SEC on February 2, 2026.

What is the purpose of the Voting Trust Agreement mentioned in the NRG (NRG) Schedule 13G?

The Voting Trust Agreement gives a trustee voting rights over certain NRG shares deposited into a trust. Lightning Power Holdings placed 2,589,007 shares and other sellers deposited 710,993 shares, totaling 3,300,000 shares, which the trustee votes largely following NRG’s board recommendations.

How are LS Power ownership and control over NRG (NRG) shares structured?

Ownership is held through a chain of entities starting with Lightning Power Holdings, LLC and upstream LS Power funds. Because each upstream entity controls or advises lower-tier holders, they may be deemed to share beneficial ownership of the 19,025,277 Lightning Power shares and additional shares held by other sellers.

What does the Schedule 13G say about intentions to influence control of NRG (NRG)?

The filing certifies that the reported NRG securities were not acquired and are not held to change or influence control of the company. It notes they are also not held in connection with any control-related transaction, other than activities solely related to director nominations under specified proxy rules.

Who is David Nanus in relation to the NRG (NRG) stake, and what is his role?

David Nanus is identified as President of LS Power Equity Advisors, LLC and may be deemed to share beneficial ownership of 24,250,000 NRG shares. These include Lightning Power’s holdings and additional shares of other sellers advised by LS Power Equity Advisors, although Mr. Nanus disclaims beneficial ownership.
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