Welcome to our dedicated page for Clearway Energy SEC filings (Ticker: CWEN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Clearway Energy, Inc. filings document formal disclosures for a U.S. power-generation owner with renewable, storage and dispatchable assets. Current reports furnish operating results and financial-condition updates, including Adjusted EBITDA, operating cash flow and Cash Available for Distribution, while material-event reports cover project agreements, acquisitions, financing arrangements and senior note issuance by Clearway Energy Operating LLC.
Governance and capital-structure filings include proxy materials for director elections and stockholder voting, charter amendments, exchange-agreement changes with Clearway Energy LLC and Clearway Energy Group LLC, and the completed conversion of Class A common stock into Class C common stock. The filing record also includes Form 25 disclosure for removal of the Class A listing and registration on the NYSE.
Clearway Energy, Inc. announced that longtime Executive Vice President, General Counsel and Corporate Secretary Kevin P. Malcarney will retire effective June 1, 2026, and will stay on as a non-executive employee through June 26, 2026 under a transition services agreement.
Upon his departure, Malcarney will receive a pro-rated 2026 bonus, continued vesting of his existing equity awards on their original schedules, and a lump-sum cash payment of approximately $711,845, subject to a release of claims and ongoing restrictive covenants. Clearway also named Michael A. Brown as the new Senior Vice President, General Counsel and Corporate Secretary, effective June 1, 2026.
Clearway Energy, Inc. reported Q1 2026 operating revenues of $354 million, up from $298 million a year earlier, driven mainly by its Renewables & Storage segment. Operating income was $20 million, but heavy interest expense of $101 million led to a pre‑tax loss of $70 million.
After income taxes and a large allocation of earnings to noncontrolling interests, net loss attributable to Clearway Energy, Inc. widened to $163 million, or $(1.35) per Class A and Class C share, versus a $(0.02) loss per share in Q1 2025.
Despite the accounting loss, cash generation was strong: net cash provided by operating activities rose to $401 million, helped by $282 million of transferable tax credit proceeds, mainly from the Pine Forest facility. The company used cash to fund growth and manage its balance sheet.
Clearway closed the $324 million Cardinal Portfolio solar acquisition, adding 610 MW of contracted capacity, and issued $600 million of 5.75% senior notes due 2034 while expanding non‑recourse project debt, lifting total debt (including current portion) to $9.201 billion.
Common equity shifted as the company issued $50 million of Class C stock under its direct stock purchase plan and declared Q1 2026 dividends of $0.4602 per share on Class A and Class C stock. Stockholders later approved a one‑for‑one conversion of Class A into Class C, simplifying the listed equity while preserving economic rights.
Clearway Energy, Inc. reported first quarter 2026 results with Net Loss of $68 million, Adjusted EBITDA of $257 million, Cash from Operating Activities of $401 million, and Cash Available for Distribution (CAFD) of $70 million. Operating revenues were $354 million versus $298 million a year earlier, while net loss narrowed mainly due to mark-to-market movements on economic hedges.
Total liquidity was $1,229 million as of March 31, 2026, supported by $680 million of cash and $549 million of revolver availability. The company completed the $324 million Cardinal solar acquisition, reached substantial completion on the 320 MW Honeycomb Phase 1 battery portfolio, and restructured the Mesquite Sky contract alongside a new 15-year PPA with an investment-grade hyperscaler. Stockholders approved a public share simplification into a single Class C share class, and the board declared a $0.4676 quarterly dividend per Class C share. Clearway reaffirmed its 2026 CAFD guidance range of $470 million to $510 million.
Neuberger Berman Group LLC and affiliated filers report beneficial ownership of 4,464,250 shares of Clearway Energy Inc. common stock, representing 5.2% of the class. The filing shows shared voting power of 4,279,654 shares and shared dispositive power of 4,455,777–4,464,250 across affiliated entities.
The filing aggregates holdings held in various fiduciary and advisory capacities and includes standard disclaimers under Exchange Act Rule 13d-3 and 13d-4 about beneficial ownership and information barriers.
Clearway Energy, Inc. received a Form 4 from TotalEnergies-affiliated entities reporting internal restructuring transactions in its common stock, rather than market buys or sells. The filing shows 21,841 shares of Class A Common Stock converted into 21,841 shares of Class C Common Stock on a one-for-one basis following an amendment and restatement of the company’s Certificate of Incorporation, effective May 1, 2026. Another entry reports 6,461 shares of Class C Common Stock as part of these “other” transactions, with 75,591 Class C shares shown as indirectly held afterward. The securities are held directly by Clearway Energy Group LLC through ownership layers involving Zephyr entities and TotalEnergies units, which may be deemed beneficial owners but each disclaims beneficial ownership except to the extent of its pecuniary interest.
TotalEnergies and its affiliates report significant ownership in Clearway Energy, Inc. Class C common stock. They beneficially own 84,175,483 shares of Class C, representing 41.0% of the class, including Class B and Class D units that are exchangeable one‑for‑one into Class C shares.
The filing explains a recapitalization where each Class A share converted into one Class C share on May 1, 2026, with 21,841 Class A shares held by the reporting group converting accordingly. A Voting Trust Agreement was implemented so that Clearway Energy Group’s total relative voting power remains unchanged before and after the conversion, including depositing 41,678,637 Class B shares into a voting trust that must vote proportionally with all stockholders.
Clearway Energy, Inc. reported internal restructuring transactions involving its Class A and Class C common stock linked to entities associated with BlackRock Portfolio Management LLC. The Form 4 shows non-market "J" code transactions at $0.00 per share, reflecting reclassifications rather than open-market trades.
According to the filing, 21,841 shares of Class A common stock were converted into 21,841 shares of Class C common stock on a one-for-one basis following an amendment and restatement of the certificate of incorporation, with the conversion effective May 1, 2026. After these changes, 75,591 shares of Class C common stock are reported as held indirectly.
Some reported changes also reflect the forfeiture of restricted stock previously granted under Clearway Energy Group’s long-term equity incentive program. The securities are held by Clearway Energy Group, and various GIP-related entities may be deemed to share beneficial ownership. BlackRock Portfolio Management LLC and the GIP entities expressly disclaim beneficial ownership except to any pecuniary interest and state that inclusion of these securities is not an admission of beneficial ownership.
BlackRock Portfolio Management LLC reports beneficial ownership of 85,181,445 shares of Clearway Energy, Inc. Class C common stock, representing 41.5% of the class.
The amendment reflects the Class A Conversion, where 76,206 Class A shares held by BlackRock converted one-for-one into Class C shares, and explains a Voting Trust Agreement designed to maintain Clearway Energy Group’s relative voting power. It also details additional Reporting Advisory Shares acquired for about $26.8 million, and small economic exposures through short positions, long cash-settled swaps, and short cash-settled swaps tied to Class C shares.
Clearway Energy, Inc. executive Kevin P. Malcarney reported an automatic share-class conversion related to the company’s recapitalization. A total of 600 shares of Class A common stock converted into 600 shares of Class C common stock without any cash changing hands, as part of a company-wide Class A Conversion exempt under SEC Rule 16b-7. Following the change, he directly holds 88,962 shares of Class C common stock and no Class A common stock.
Clearway Energy, Inc. EVP and CFO Sarah Rubenstein reported an automatic share class conversion. On May 1, 2026, 380 shares of Class A common stock automatically converted into 380 shares of Class C common stock under an amended Certificate of Incorporation. Following the transaction, she directly holds 51,485 shares of Class C stock and no Class A shares.