Sec Form 3 Filing - LS Power Equity Advisors, LLC @ NRG ENERGY, INC. - 2026-01-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LS Power Equity Advisors, LLC
2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
250 W 55TH STREET, 31ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/30/2026
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 20,950,000 I See footnote ( 1 ) ( 3 )
Common Stock 3,300,000 I By trust ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LS Power Equity Advisors, LLC
250 W 55TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Signatures
/s/ LS Power Equity Advisors, LLC by Jeffrey Wade, as Attorney-in-Fact 02/06/2026
Signature of Reporting Person Date
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.

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 4(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).

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