“The board of directors of Naturgy is a solid and peaceful space.” This was the forceful message that the energy company’s top executive, Francisco Reynés, conveyed to analysts interested in the company’s shareholder stability on the occasion of the results presentation in mid-February. Just a few days later, Global Infrastructure Partners (GIP), owned by BlackRock, the largest fund manager in the world, sold the 11.4% it still held in the company’s capital, also abandoning its board. The operation reorganizes the shareholding map of one of the main Spanish energy companies and once again focuses on the delicate balance between its partners. And it does so at a time of uncertainty for the sector, marked by energy volatility and geopolitical tensions around Iran, which have returned gas supply to the center of the world economic table. GIP’s goodbye culminates the exit process that began at the end of 2025, when the US fund placed a first package of 7.1% of the company among institutional investors. In both operations, the group’s largest shareholder has taken the opportunity to strengthen itself. Criteria attended the December placement with the purchase of 2% of the capital and has done so again now by acquiring another 2.5% to increase its participation to 28.5%. The investment of the Catalan holding company in both movements is around 1,090 million euros. “When Criteria reorganized its strategic plan, it made it clear that the investment in Naturgy was relevant and strategic,” explains a source close to the financial group. “Recent purchases respond to interest in strengthening our position and supporting management.” Sources familiar with the operation explain that Criteria’s commitment was communicated to La Moncloa, which evaluated it positively «given the strategic nature of the company for the country.» The interest of the investment vehicle of the La Caixa Foundation is not only industrial. One of its main objectives is to generate dividends to finance its social activity. Last year alone, it earned 1.2 billion euros from its investees, of which 385 million came from Naturgy. With the current participation, the holding company will receive close to 500 million in 2026. The gas company will pay 1.77 euros per share against 2025 and maintains a minimum dividend policy of 1.7 euros per share, which at the prices of BlackRock’s placement implies a profitability of close to 7%. After Criteria (28.5%), the second shareholder is the Australian fund IFM, with around 15%. They are followed by the venture capital giant CVC (13.8%), Corporación Financiera Alba, of the March family (5%), and the Algerian group Sonatrach (4%). BlackRock’s departure reinforces the objective of increasing free float to improve stock market liquidity and the company’s presence in the major international indices—a presence that ensures fund flows from those investors who link their movements to the composition of the indices. However, some analysts believe that the capital reorganization process may not be over. Renta 4 points out that the operation is positive because «it allows for greater liquidity to be given to the price and eliminates one of the sources of selling pressure», although it warns that they remain «cautious» because they do not rule out that CVC «could make a move similar to that which GIP has made». At the end of last year, CVC and Corporación Financiera Alba partially modified their shareholders’ agreement and separated their stakes, which allows them to sell their securities independently, although for now they maintain joint representation in the advice. The move also opens a new chapter in the company’s governance. GIP had three representatives on the board of directors, whose seats are now vacant. Until now, the body reflected the balance between shareholders: Criteria and IFM have three directors each, while CVC and Corporación Financiera Alba share another three, to which were added the three representatives of the BlackRock subsidiary. Naturgy will hold its general meeting of shareholders on March 24. First, its board must meet to present its proposal for board remodeling to shareholders. Sources close to the company assure that the three vacancies do not necessarily have to be filled by significant shareholders. They could be occupied independently or even be amortized and the size of the board reduced. Naturgy reaches this stage of changes in capital with solid results – in 2025 it achieved a record profit of 2,203 million euros – and a shareholder remuneration policy that is especially attractive for long-term investors. The company considers that its main immediate challenge is not so much operational as stock market. “Naturgy’s main strategic challenge is for the market to recognize in its share price the work carried out in the last seven years and the record results achieved,” say sources close to the company.
Volatile environment
In parallel, the energy company has tried to reinforce the predictability of its business in a particularly volatile energy environment. In the results conference before analysts, the director of wholesale markets, Jon Ganuza, explained that by 2026 they are “completely covered” against possible price increases. “Our total exposure to gas in 2026 is insignificant,” he added in relation to his risk coverage policy. Sources close to the company emphasize that this approach is not temporary. “In the strategic plan presented in 2018, it was already stated that one of the lines of action was going to be the management of volatility, making the company more predictable,” they explain. The consequence is that the global exposure to energy commodities is currently hedged. The capital reorganization also coincides with a moment of transition in the European energy system. The accelerated growth of renewables is modifying the functioning of the electricity market and returning prominence to technologies capable of guaranteeing supply when the wind or the sun is not there. In this context, Naturgy has indicated that the industry is going through a structural change that increases the value of flexible generation. Sector sources emphasize that «since 2021, combined cycles have regained relevance with the increase in photovoltaic power, because they are what allow flexibility to be provided to the system and cover the supply when the sun goes down.» Naturgy has the largest fleet of combined cycles in Spain, with 17 generation groups. In the midst of the expansion of renewables, the European electricity system rediscovers the value of technologies capable of guaranteeing supply when renewable production is not enough. Assets such as combined cycles and integrated companies such as Naturgy thus return to the center of the continent’s energy balance.
