NRG Energy prices $2.3 billion secondary stock offering by LS Power

NRG Energy Inc. (NYSE: NRG) announced the pricing of an underwritten public offering of 14.3 million shares of common stock held by certain affiliates of LS Power at $164.00 per share. The offering will generate approximately $2.35 billion in gross proceeds for the selling stockholders before deducting underwriting discounts and commissions.

The shares being sold were part of the consideration LS Power affiliates received from NRG in connection with the acquisition of LS Power portfolio entities that closed on January 30, 2026. NRG will not receive any proceeds from the share sale. The secondary offering is expected to close on March 4, 2026, subject to customary closing conditions.

The selling stockholders have granted underwriters a 30-day option to purchase up to an additional 2.145 million shares of common stock. Barclays and Citigroup are serving as joint book-running managers, with J.P. Morgan and RBC Capital Markets also acting as bookrunners.

Separately, NRG entered into a stock purchase agreement with the selling stockholders to repurchase $300 million of its common stock in a private transaction at the public offering price. The share repurchase is being conducted under NRG's existing stock repurchase program approved by its board of directors and is expected to close concurrently with the secondary offering on March 4, 2026.

The completion of the share repurchase is conditioned upon the completion of the secondary offering, though the secondary offering is not conditioned upon the share repurchase completion. The common stock is being sold pursuant to an effective automatic shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission.

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