NRG ENERGY, INC.

Filing Date

Feb 6, 2026

Transaction Date

Jan 30, 2026

Accession Number

0001104659-26-011550

Form Type

3

Footnotes

1. (F1)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 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 is LS Power Equity Advisors, LLC, a Delaware limited liability company (LSP Advisors). The investment advisor of LS Power Equity Partners IV, L.P., a Delaware limited partnership (LSPEP IV and together with Lightning, the Sellers, LSPEP III, and LSP Advisors, the LSP Entities), who may be deemed to beneficially own the securities held by the Sellers is LSP Advisors. The reporting person is the President of LSP Advisors.
2. (F2)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. (F3)The reporting person, through his 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. The reporting person disclaims beneficial ownership of such shares.