NRG Energy Inc. (NYSE:NRG) saw its stock decline 7.9% on Thursday after affiliates of LS Power set terms for a sizable underwritten secondary share sale.
The affiliated selling stockholders priced 14.3 million shares at $164.00 apiece, which equates to roughly $2.35 billion of gross proceeds before underwriting discounts and commissions. The company itself will not receive any of the sale proceeds, as the stock being offered represents shares previously received by the selling stockholders as part of the consideration from NRG related to the acquisition of the LS Power portfolio entities that closed on January 30, 2026.
The secondary offering is anticipated to close on March 4, 2026, subject to customary closing conditions. The selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 2.15 million shares, should demand prompt exercise of that greenshoe facility.
Underwriting and management of the deal are being led by Barclays and Citigroup as joint book-running managers. J.P. Morgan and RBC Capital Markets are also acting as bookrunners, while BMO Capital Markets, Mizuho, MUFG, Scotiabank and SMBC Nikko serve as co-managers.
Separately but related to the offering, NRG has entered into a stock purchase agreement to repurchase $300 million of its common stock in a private transaction at the public offering price of $164.00 per share. That repurchase is being executed 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 company has made clear that the repurchase is conditioned on the completion of the secondary offering, while the secondary offering itself is not conditioned on the repurchase closing. The offering and the repurchase are therefore linked in timing but not reciprocal in their closing conditions.
Transaction basics
- Secondary offering: 14.3 million shares at $164.00 per share
- Gross proceeds to selling stockholders: approximately $2.35 billion before fees
- Underwriter option: up to 2.15 million additional shares for 30 days
- Expected closing date: March 4, 2026, subject to customary conditions
- NRG repurchase: $300 million of common stock at the offering price, conditioned on the offering's completion
The sequence of events and the joint transactions had an immediate market impact, reflected in the near 8% drop in NRG shares on the day the offering price was announced.