Clearway Energy to Acquire Two Large Battery Storage Projects for ~$93M

Clearway Energy, Inc. announced that its subsidiary RS2-Spindle Purchaser LLC entered into a Membership Interest Purchase Agreement to acquire interests in RS2-Spindle TargetCo LLC from RS2-Spindle CE Seller LLC, an affiliate of Clearway Energy Group.

Rhea-AI Filing Summary

Clearway Energy, Inc. announced that its subsidiary RS2-Spindle Purchaser LLC entered into a Membership Interest Purchase Agreement to acquire interests in RS2-Spindle TargetCo LLC from RS2-Spindle CE Seller LLC, an affiliate of Clearway Energy Group. Through this deal, Clearway will indirectly own all interests in two battery energy storage projects: Spindle Battery LLC for a base purchase price of approximately $45.7M and Golden Fields Solar VI, LLC for approximately $47.2M, in each case in cash and subject to customary working capital adjustments.

Spindle Battery is developing and constructing an approximately 199 megawatt battery energy storage system in Weld County, Colorado, while Golden Fields Solar VI is developing an approximately 92 megawatt battery energy storage system in Kern County, California. At closing, the purchaser will own all class A units of the target company and a single class C unit will be held by Clearway Renew LLC. The agreement includes customary representations, covenants, and indemnities, and closing is subject to standard conditions and third-party actions, with completion expected in the second half of 2026.

Insights

Infrastructure & Clean Energy Analyst

Clearway adds nearly 300 MW of battery storage via intra-group acquisition.

Clearway Energy is expanding its energy storage portfolio by purchasing membership interests in entities that will own Spindle Battery and Golden Fields Solar VI. The base purchase prices are approximately $45.7M for Spindle Battery and $47.2M for Golden Fields Solar VI, giving Clearway indirect ownership of projects totaling about 199 MW and 92 MW of storage capacity, respectively.

The projects are located in Colorado and California, states with active renewable and storage markets, and are currently in development and construction. The structure uses a target company with class A and class C units, allowing Clearway’s subsidiary to hold all class A units while Clearway Renew LLC holds the class C unit, which may support flexible economic or governance arrangements as outlined in the agreement.

Closing is subject to customary conditions and certain third-party actions, and is expected in the second half of 2026. Until those conditions are satisfied and the transaction closes, the timing of cash outflows and the pace at which these storage assets contribute to Clearway’s portfolio will depend on development progress and satisfaction of those closing conditions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Clearway Energy (CWEN) announce in this Form 8-K?

Clearway Energy reported that its subsidiary RS2-Spindle Purchaser LLC entered into a Membership Interest Purchase Agreement to acquire membership interests in RS2-Spindle TargetCo LLC from RS2-Spindle CE Seller LLC, an affiliate of Clearway Energy Group, giving it indirect ownership of two battery energy storage projects.

What are the purchase prices for the Spindle Battery and Golden Fields Solar VI projects?

The base purchase price is approximately $45.7M for interests related to Spindle Battery LLC and approximately $47.2M for interests related to Golden Fields Solar VI, LLC, in each case in cash and subject to customary working capital adjustments.

What is the size and location of the Spindle Battery project Clearway is acquiring?

Spindle Battery is developing and constructing an approximately 199 megawatt battery energy storage system facility located in Weld County, Colorado.

What is the size and location of the Golden Fields Solar VI battery storage project?

Golden Fields Solar VI is developing an approximately 92 megawatt battery energy storage system facility in Kern County, California.

When is the Clearway Energy battery storage acquisition expected to close?

The closing of the transaction is subject to customary closing conditions and certain third-party actions and is expected to occur during the second half of 2026.

What key legal protections are included in Clearway Energy's purchase agreement?

The Membership Interest Purchase Agreement includes customary representations, warranties, and covenants by each party, and both the purchaser and seller are obligated, subject to certain limitations, to indemnify each other for specified matters such as breaches of representations, covenant breaches, and certain liabilities and third-party claims.

How will ownership of the target company be structured after the transaction closes?

At closing, the purchaser will acquire 999 units of the target company, representing 100% of its class A units, and the seller will distribute the remaining one unit to Clearway Renew LLC, which will be converted into 100% of the class C units.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2025

Clearway Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36002		46-1777204
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

300 Carnegie Center, Suite 300, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

(609) 608-1525

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	CWEN.A	New York Stock Exchange
Class C Common Stock, par value $0.01	CWEN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material Definitive Agreement.

On November 24, 2025, RS2-Spindle Purchaser LLC (“Purchaser”), a subsidiary of Clearway Energy, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with RS2-Spindle CE Seller LLC (“Seller”), an affiliate of Clearway Energy Group LLC.  Pursuant to the terms of the Purchase Agreement, Purchaser will acquire from Seller certain limited liability company membership interests in RS2-Spindle TargetCo LLC (“Target Company”), which, subject to certain terms and conditions referenced in the Purchase Agreement, will become the indirect owner of all of the limited liability company interests in Spindle Battery LLC (“Spindle Battery”) and Golden Fields Solar VI, LLC (“Golden Fields Solar VI”), for a base purchase price of approximately $45.7 million with respect to Spindle Battery and approximately $47.2 million with respect to Golden Fields Solar VI, in each case, in cash and subject to customary working capital adjustments (the “Transaction”). Spindle Battery is developing and constructing an approximately 199 megawatt battery energy storage system facility in Weld County, Colorado. Golden Fields Solar VI is developing an approximately 92 megawatt battery energy storage system facility in Kern County, California. At the closing of the Transaction, Purchaser will acquire 999 units of the Target Company, which will represent 100% of the class A units of the Target Company, and Seller will distribute the remaining one unit to Clearway Renew LLC, with such unit being converted into 100% of the class C units of the Target Company.

The Purchase Agreement contains customary representations and warranties and covenants made by each of the parties. Each of Purchaser and Seller are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.

The closing of the Transaction is subject to customary closing conditions and certain third-party actions. The closing of the Transaction is expected to occur during the second half of 2026.

The foregoing description of the Transaction and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Document
10.1†*		Membership Interest Purchase Agreement, dated as of November 24, 2025, by and between RS2-Spindle CE Seller LLC and RS2-Spindle Purchaser LLC.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

†	Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the “SEC”) upon request.
*	Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Clearway Energy, Inc.
	By:	/s/ Kevin P. Malcarney
		Kevin P. Malcarney
		Executive President, General Counsel and Corporate Secretary
Dated: December 2, 2025