New insider Ls Power Equity Advisors, Llc claimed ownership of 24,250,000 shares (SEC Form 3)
$NRG
Electric Utilities: Central
Utilities
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/30/2026 |
3. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 20,950,000 | I | See footnote(1)(3) |
| Common Stock | 3,300,000 | I | By trust(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. 16,436,270, 3,473,534 and 1,040,196 shares of Common Stock of NRG Energy, Inc. (the Issuer) are held directly by Lightning Power Holdings, LLC, a Delaware limited liability company (Lightning); Thunder Generation LLC, a Delaware limited liability company (Thunder); and CCS Power Holdings, LLC, a Delaware limited liability company (CCS and together with Thunder, the Sellers), respectively. The reporting person is the investment advisor of LS Power Equity Partners III, L.P., a Delaware limited partnership (LSPEP III), who may be deemed to beneficially own the securities held by Lightning. The reporting person is also the investment advisor of LS Power Equity Partners IV, L.P., a Delaware limited partnership (LSPEP IV and together with Lightning, the Sellers, and LSPEP III, the LSP entities), who may be deemed to beneficially own the securities held by the Sellers. |
| 2. The Issuer and Lightning and the Sellers entered into an Amended and Restated Voting Trust Agreement with Wilmington Savings Fund Society, FSB (the Trustee), pursuant to which Lightning and the Sellers deposited 2,589,007 and 710,993 shares of Common Stock, respectively, in the Project Hurricane Consideration Voting Trust 2026 (the Trust) and granted to the Trustee, subject to certain exceptions, voting rights with respect to such shares. |
| 3. The reporting person, through its position, relationship and/or affiliation with the LS Power Entities, may have shared voting and investment power with respect to the shares beneficially owned by the LS Power Entities. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the LS Power Entities. |
| Remarks: |
| Exhibit 24 - Power of Attorney. |
| /s/ LS Power Equity Advisors, LLC by Jeffrey Wade, as Attorney-in-Fact | 02/06/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||